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- IPO Eligibility & Regulatory Compliance Checklist – Mainboard, BSE SME & NSE Emerge
- Neha Verma
September 17, 2026
IPO Eligibility & Regulatory Compliance Checklist – Mainboard, BSE SME & NSE Emerge
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A comprehensive checklist covering SEBI, NSE and BSE eligibility, regulatory, financial, promoter, and listing requirements for Mainboard and SME IPOs.
IPO Eligibility & Regulatory Compliance Checklist – Mainboard, BSE SME & NSE Emerge
1. Mainboard IPO Checklist
A. SEBI — Profitability Route (Entry Norm I)
|
Eligibility Criteria |
Requirement |
|
Net Tangible Assets |
At least ₹3 crore in each of the preceding 3 years |
|
Cash / Cash Equivalents |
For a fresh issue, not more than 50% of net tangible assets should consist of cash/cash equivalents |
|
Operating Profit |
Average operating profit (before tax) of at least ₹15 crore in any 3 of the preceding 5 years |
|
Change of Name |
At least 50% of previous year's revenue should come from the business conducted under the new name |
|
Issue Size |
Should not exceed 5× pre-issue net worth |
B. SEBI — QIB Route (Entry Norm II)
If the company does not satisfy the profitability route:
|
Eligibility Criteria |
Requirement |
|
IPO Process |
IPO should be conducted through the book-building process |
|
QIB Allocation |
At least 75% of the net offer should be allocated to QIBs |
|
Minimum Allotment |
Arrangements should be in place for refund of subscription money if the minimum allotment requirement is not met |
C. Promoters / Directors / Investors
|
Compliance Area |
Requirement |
|
Disciplinary Action |
No relevant disciplinary action against the company/promoters/directors/selling shareholders |
|
Capital Market Access |
Company and relevant promoters/directors/founders/investors should not be barred from accessing capital markets |
|
Debarment |
Any applicable debarment period should have expired |
|
Association |
Promoters/directors/founders/investors should not be associated with another company barred from accessing capital markets |
|
Defaults |
Promoters/directors/founders/investors should not be defaulters, where applicable |
|
Fugitive Economic Offender |
Relevant persons should not be classified as fugitive economic offenders |
|
Promoter Holding |
Promoters should collectively hold at least 20% of post-issue equity |
D. NSE Mainboard Eligibility
|
Eligibility Criteria |
Requirement |
|
Promoter Experience |
At least one promoter should have 3+ years of experience in the same industry |
|
Financial Statements |
Annual reports for the last 3 financial years should be available for submission to NSE |
|
Net Worth |
Positive net worth, where applicable to an issue size below ₹500 crore |
|
Post-Issue Paid-Up Equity |
More than ₹10 crore |
|
Market Capitalization |
More than ₹25 crore |
|
Insolvency Proceedings |
Certificate confirming no pending proceedings under insolvency/bankruptcy law |
|
Winding-Up Petition |
No winding-up petition received from the NCLT |
E. BSE Mainboard Eligibility
|
Eligibility Criteria |
Requirement |
|
Post-Issue Paid-Up Capital |
At least ₹10 crore |
|
Minimum Issue Size |
At least ₹10 crore |
|
Market Capitalization |
At least ₹25 crore |
BSE Stage-Wise Checklist
- In-principle approval stage
- Issue opening stage
- Basis of allotment stage
- Listing & trading approval stage
F. Other Mainboard IPO Requirements
|
Requirement |
Checklist |
|
BSE Consent |
[ ] Prior BSE consent obtained before using BSE's name in prospectus/offer-for-sale documents, where applicable |
|
Exchange Application |
[ ] Application filed with one or more stock exchanges |
|
Designated Exchange |
[ ] One exchange designated as the Designated Stock Exchange |
|
Depository Arrangement |
[ ] Arrangement established with NSDL/CDSL for dematerialization |
|
Promoter Shares |
[ ] Promoters' shares are in demat form before filing offer documents |
|
Partly Paid Shares |
[ ] Partly paid-up shares are fully paid or forfeited before filing the offer document |
|
1% Deposit |
[ ] 1% of the issue amount deposited with the Designated Stock Exchange before issue commencement |
2. SME IPO Checklist
A. Basic SME Eligibility
|
Eligibility Criteria |
Requirement |
|
Post-Issue Paid-Up Capital |
Should not exceed ₹25 crore |
|
Promoters / Directors / Investors |
Must satisfy applicable eligibility requirements |
|
Capital Market Debarment |
No applicable capital-market debarment |
|
Defaults / Offences |
Relevant persons should not be defaulters/offenders under applicable rules |
B. BSE SME IPO Eligibility
|
Requirement |
Eligibility Criteria |
|
Net Worth |
At least ₹1 crore for each of the 2 preceding full financial years |
|
Net Tangible Assets |
At least ₹3 crore in the latest preceding financial year |
|
Track Record |
At least 3 years |
|
Operating Profit |
Positive in 2 of the latest 3 financial years |
|
Leverage Ratio |
Not more than 3:1 |
BSE SME — Broking Company
|
Requirement |
Eligibility Criteria |
|
Net Worth & Profit |
Minimum ₹5 crore each in any 2 of the last 3 financial years OR |
|
Alternative Net Worth |
Net worth of at least ₹25 crore in any 3 of the last 5 financial years |
|
Net Tangible Assets |
At least ₹3 crore as per latest audited financial results |
|
Post-Issue Paid-Up Capital |
₹3 crore |
BSE SME — Microfinance Company
|
Requirement |
Eligibility Criteria |
|
Assets Under Management |
At least ₹100 crore |
|
Client Base |
At least 10,000 |
|
Public Deposits |
No public deposits |
3. NSE SME (Emerge) IPO Checklist
A. Corporate Structure
|
Eligibility Criteria |
Requirement |
|
Incorporation |
Incorporated in India under the Companies Act, 1956/2013 |
|
Post-Issue Paid-Up Capital |
≤ ₹25 crore |
B. Track Record & Promoters
|
Eligibility Criteria |
Requirement |
|
Track Record |
3 years through company/promoter/converted firm, as applicable |
|
Promoter Experience |
At least 3 years' experience in the same industry |
|
Promoter Holding |
At least 20% of post-issue equity |
C. Financial Eligibility
|
Eligibility Criteria |
Requirement |
|
Operating Profit |
At least ₹1 crore in 2 of the last 3 financial years |
|
Net Worth |
Positive |
|
Cash Flow |
Positive |
D. Offer for Sale (OFS)
|
OFS Criteria |
Requirement |
|
OFS Limit |
OFS should not exceed 20% of the issue size |
|
Selling Shareholder Limit |
Individual selling shareholders should not sell more than 50% of their holdings, subject to applicable rules |
E. Regulatory Compliance
|
Compliance Criteria |
Requirement |
|
BIFR / IBC |
No applicable BIFR/IBC proceedings |
|
Winding-Up Petition |
No winding-up petition |
|
Regulatory Ban |
No applicable regulatory ban during the preceding 3 years |
F. Cooling-Off / Merchant Banker
|
Criteria |
Requirement |
|
Cooling-Off Period |
If an earlier NSE application was rejected, at least 6 months should have elapsed, where applicable |
|
Lead Manager |
Lead Manager should not have had a DRHP returned by NSE during the preceding 6 months, where applicable |
Author Bio
Neha Verma
Curious about how law, governance and business come together to shape better organisations. Focused on continuous learning, practical exposure and developing a strategic... View Full Profile


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