SEBI ICDR · As amended through 2026

The IPO Compliance Checklist.
Mainboard & SME.

A practitioner's reference checklist for Indian IPOs — covering eligibility, financials, promoter compliance, due diligence, governance, DRHP disclosures, pricing, listing and post-listing LODR obligations. Aligned to SEBI ICDR Regulations 2018 as amended through July 2025 and the March 2026 amendments.

IPO compliance checklist illustration
9
Compliance sections
60+
Checklist points
2025/26
Latest amendments
Free
Reference resource
What changed recently

2025 & 2026
amendments.

Three amendment cycles since early 2025 have reshaped the compliance landscape — particularly for SME issuers. These are the changes that most directly affect a current filing.

ICDR Amendment · July 2025

SME IPO tightening

Minimum EBITDA of ₹1 crore in 2 of last 3 FY, OFS capped at 20% of issue size, selling shareholders capped at 50% of holding, 21-day public DRHP comment period, and a bar on using IPO proceeds to repay promoter / related-party loans.

ICDR Amendment · March 2026

Abridged prospectus with QR codes

Draft abridged prospectuses now require QR codes linking to the full DRHP hosted on issuer and SEBI sites — applies to both Mainboard and SME issues.

SEBI Circular · April 2026

Observation letter validity extended

Validity of SEBI observation letters expiring between April 1 and September 30, 2026 has been extended to September 30, 2026, subject to lead manager confirmation of ongoing ICDR compliance.

At-a-glance

Key thresholds
compared.

The numbers and norms that define the line between a Mainboard and an SME issue. Use this as a quick reference before diving into the full checklist below.

Criterion
Mainboard IPONSE / BSE
SME IPONSE Emerge / BSE SME
Listing platformWhere shares trade
NSE / BSE Mainboard
NSE Emerge / BSE SME
Post-issue paid-up capitalICDR Reg. 229
≥ ₹10 crore
≤ ₹25 crore
Net tangible assetsEach of last 3 FY
≥ ₹3 crore
Not prescribed
Net worthEach of last 3 FY
≥ ₹1 crore
Positive (positive cash flow on NSE Emerge)
Average operating profitLast 3 FY
≥ ₹15 crore (avg.)
≥ ₹1 crore EBITDA in 2 of last 3 FY
Track recordFunctional operations
Pre-tax profit in 3 of 5 yrs
Minimum 3 years
Minimum application sizePer investor
₹14,000 – ₹15,000 range
₹2,00,000 (doubled in 2025)
Promoter contributionMin. of post-issue capital
20% (lock-in 3 years)
20% (lock-in 3 years)
OFS component capICDR amendments 2025
Up to issue size
Max 20% of total issue
Selling shareholder capPer holder
No fixed cap
Max 50% of holding
Anchor investor lock-inPhased
50% for 30 days, 50% for 90 days
50% for 30 days, 50% for 90 days
General Corporate PurposeOf total issue
Up to 25%
Lower of ₹10 cr or 15%
Use of proceeds restrictionICDR 2025
Standard ICDR norms
Cannot repay promoter / related-party loans
Minimum subscribersFor successful issue
≥ 1,000
≥ 50
Public comment periodOn DRHP
21 days
21 days (from 2025)
Merchant bankerMandatory
SEBI-registered BRLM(s)
SEBI-registered Merchant Banker
Market makingPost-listing liquidity
Not required
Mandatory for 3 years
The full checklist

Nine sections,
sixty plus checkpoints.

Toggle between Mainboard, SME, or view both side-by-side. Items marked both apply to either route; items marked otherwise apply only to the specified platform.

01

Eligibility & Corporate Foundation

The baseline conditions a company must satisfy before it can credibly file a DRHP — incorporation, capital structure and operational track record.

Mainboard + SME
Company must be incorporated as a public limited company under the Companies Act, 2013 (or 1956). Private companies must be converted before filing.
Companies Act, 2013 · Sec. 3 & 4
Mainboard + SME
Mainboard: Net tangible assets of at least ₹3 crore in each of the preceding 3 full financial years, with not more than 50% held as monetary assets (unless deployed for business or 100% OFS issue).
SEBI ICDR Reg. 6(1)(a)
Mainboard only
Mainboard: Average operating profit of at least ₹15 crore in each of the preceding 3 financial years, with operating profit in each year.
SEBI ICDR Reg. 6(1)(b)
Mainboard only
Mainboard: Net worth of at least ₹1 crore in each of the preceding 3 full financial years.
SEBI ICDR Reg. 6(1)(c)
Mainboard only
SME: Post-issue paid-up capital not exceeding ₹25 crore; issuers with post-issue capital up to ₹10 crore are clearly SME-eligible; ₹10–25 crore band may use SME route subject to Chapter IX compliance.
SEBI ICDR Reg. 229 (Chapter IX)
SME only
SME: Operating profit (EBITDA) of at least ₹1 crore in at least 2 of the 3 preceding financial years — introduced via ICDR Amendment Regulations 2025.
SEBI ICDR Amend. 2025 · Reg. 229
SME only
SME: Minimum 3 years of operational track record (or promoters with equivalent track record in a similar business).
BSE SME / NSE Emerge listing criteria
SME only
If the company changed its name within the last year, at least 50% of revenue in the immediately preceding year must have come from the activity indicated by the new name.
SEBI ICDR Reg. 6(1)(d)
Mainboard + SME
No outstanding convertible securities at the time of filing the DRHP (other than ESOPs and fully-paid CCDs/CCPs with terms aligned to listing).
SEBI ICDR Reg. 5
Mainboard + SME
Company, its promoters, promoter group and directors must not be debarred from accessing the capital markets by SEBI.
SEBI ICDR Reg. 5
Mainboard + SME
None of the promoters or directors should be a wilful defaulter, fugitive economic offender, or promoter of a company classified as wilful defaulter.
SEBI ICDR Reg. 5
Mainboard + SME
02

Financial Statements & Reporting

Restated financials, audit standards, and the working capital and earnings disclosures that underpin the entire offer document.

Mainboard + SME
Restated consolidated financial statements for the last 3 full financial years and any stub period — compliant with Indian Accounting Standards (Ind AS) where applicable.
SEBI ICDR Schedule VI · Part A
Mainboard + SME
Financial statements must be audited by a peer-reviewed statutory auditor (ICAI Peer Review Board certificate required).
SEBI ICDR Schedule VI
Mainboard + SME
Quality of earnings analysis — disclosure of one-time items, non-recurring revenue, and reconciliation between standalone and consolidated figures.
SEBI ICDR · DRHP disclosure norms
Mainboard + SME
Detailed working capital statement covering the previous 3 years and projections, including debtor ageing, inventory turnover and cash conversion cycle.
SEBI ICDR Schedule VI
Mainboard + SME
Related-party transaction disclosures for the last 3 financial years, with materiality flagged and approvals demonstrated.
AS 18 / Ind AS 24; Companies Act Sec. 188
Mainboard + SME
SME-specific: RPT materiality threshold aligned to 10% of annual consolidated turnover or ₹50 crore (whichever is lower), extending Mainboard RPT norms.
SEBI ICDR Amend. 2025
SME only
Disclosure of contingent liabilities, off-balance-sheet exposures and commitments with quantification.
Ind AS 37 / AS 29
Mainboard + SME
Tax assessments, demands and pending matters disclosed for the company, subsidiaries and promoters/directors.
SEBI ICDR Schedule VI
Mainboard + SME
Mainboard: Capitalisation statement, accounting ratios and a comparison with industry peers.
SEBI ICDR Schedule VI
Mainboard only
03

Promoter & Shareholding Compliance

Promoter contribution, lock-in periods, OFS caps and the shareholding-pattern disclosures required at filing.

Mainboard + SME
Minimum Promoter Contribution (MPC) of 20% of post-issue capital, locked in for 3 years from the date of allotment.
SEBI ICDR Reg. 14 & 16
Mainboard + SME
Promoter holdings in excess of MPC are subject to phased lock-in: 50% for 1 year, 50% for 2 years post the ICDR 2025 amendments.
SEBI ICDR Reg. 17 (as amended)
Mainboard + SME
SME: Offer for Sale (OFS) component capped at 20% of total issue size.
SEBI ICDR Amend. 2025
SME only
SME: Individual selling shareholders may not offload more than 50% of their pre-issue holding through the OFS.
SEBI ICDR Amend. 2025
SME only
Pre-issue and post-issue shareholding patterns disclosed in prescribed format, including promoter group, public, employees and pre-IPO investors.
SEBI ICDR Schedule VI
Mainboard + SME
All shares forming part of the promoter contribution must be fully paid-up at the time of filing and held in dematerialised form.
SEBI ICDR Reg. 14
Mainboard + SME
Pledge of promoter shares disclosed, with the lock-in continuing to apply to pledged shares.
SEBI ICDR Reg. 21
Mainboard + SME
Shares allotted in the previous 12 months at a price lower than the issue price are restricted from being offered through OFS.
SEBI ICDR Reg. 8
Mainboard + SME
04

Legal & Secretarial Due Diligence

Corporate records, material contracts, litigation analysis, and the secretarial trail that needs to be audit-clean before filing.

Mainboard + SME
Statutory registers (members, directors, charges, RPT, etc.) maintained under the Companies Act and reconciled with MCA filings.
Companies Act 2013 · Sec. 88 & 189
Mainboard + SME
All ROC filings current and consistent — annual returns, financial statements, charge filings, board changes.
Companies Act 2013 · Sec. 137 & 92
Mainboard + SME
Board and shareholder minute books complete, signed, and consistent with corporate actions disclosed in the DRHP.
Companies Act 2013 · Sec. 118
Mainboard + SME
Material contracts reviewed for change-of-control provisions, onerous terms, and disclosure-triggering clauses — to be referenced in the DRHP.
SEBI ICDR Schedule VI · Material Contracts
Mainboard + SME
All statutory licences, registrations and approvals (GST, factory, environmental, sector-specific) confirmed current with renewals in train.
Applicable sectoral laws
Mainboard + SME
Complete litigation schedule — civil, criminal, tax, regulatory and arbitration matters above the materiality threshold — for the company, subsidiaries, promoters and directors.
SEBI ICDR Schedule VI
Mainboard + SME
Materiality policy for litigation disclosure approved by the board and consistently applied.
SEBI LODR Reg. 30
Mainboard + SME
Intellectual property — trademarks, patents and copyrights confirmed in the company's name with documentation.
DRHP disclosure norms
Mainboard + SME
Financing documents reviewed for lender consents required for the IPO, change of capital structure, and listing.
Contractual terms
Mainboard + SME
05

Corporate Governance

Board composition, committee constitution, and the governance frameworks that need to be in place before — not after — listing.

Mainboard + SME
Board composition meets LODR requirements: minimum number of independent directors (at least 1/3 for non-top-1000 companies, 1/2 for top 1000) and at least one woman director (independent for top 1000).
SEBI LODR Reg. 17
Mainboard + SME
Independent directors confirmed against independence criteria in the Companies Act and LODR, with declarations on file.
Companies Act Sec. 149(6); LODR Reg. 16(1)(b)
Mainboard + SME
Audit Committee constituted with majority of independent directors and an independent director as chair; charter aligned to LODR.
SEBI LODR Reg. 18
Mainboard + SME
Nomination & Remuneration Committee (NRC) constituted with all non-executive directors and a majority of independent directors.
SEBI LODR Reg. 19
Mainboard + SME
Stakeholders Relationship Committee constituted under LODR (compulsory for listed entities).
SEBI LODR Reg. 20
Mainboard + SME
Risk Management Committee constituted (mandatory for top 1000 listed companies on Mainboard).
SEBI LODR Reg. 21
Mainboard only
Code of Conduct for board and senior management adopted and published.
SEBI LODR Reg. 17(5)
Mainboard + SME
Related Party Transaction policy adopted, with materiality thresholds defined in line with LODR.
SEBI LODR Reg. 23
Mainboard + SME
Insider trading code (Code of Conduct for Prevention of Insider Trading) and Code of Fair Disclosure adopted under PIT Regulations.
SEBI (PIT) Regulations 2015
Mainboard + SME
Whistle-blower policy / Vigil Mechanism in place with direct access to the audit committee chair.
Companies Act Sec. 177(9); LODR Reg. 22
Mainboard + SME
06

DRHP & Disclosure Requirements

The Draft Red Herring Prospectus structure, mandatory disclosures and the regulatory observations cycle that follows filing.

Mainboard + SME
DRHP drafted to ICDR Schedule VI covering: business overview, industry, risk factors, capital structure, objects of issue, basis for issue price, financial information, MD&A, legal proceedings and government approvals.
SEBI ICDR Reg. 25 & Schedule VI
Mainboard + SME
Mainboard: Filed with SEBI through SEBI-registered Book Running Lead Manager(s) (BRLM).
SEBI ICDR Reg. 25
Mainboard only
SME: Filed with the relevant stock exchange (BSE SME / NSE Emerge) through a SEBI-registered Merchant Banker.
SEBI ICDR Reg. 246
SME only
21-day public comment period on the DRHP — applies to both Mainboard and SME issues (extended to SME via 2025 amendments).
SEBI ICDR Reg. 25(2)
Mainboard + SME
Risk factors drafted plainly, ranked by materiality, and covering business, industry, regulatory and offering-specific risks.
SEBI ICDR Schedule VI
Mainboard + SME
Objects of the issue defined with specific use of proceeds, broken down by category, with deployment schedule.
SEBI ICDR Reg. 7
Mainboard + SME
General Corporate Purpose (GCP): Mainboard up to 25% of issue size; SME — lower of ₹10 crore or 15% (reduced from 25% in 2025).
SEBI ICDR Reg. 7 (as amended)
Mainboard + SME
SME: IPO proceeds may not be used to repay loans taken from promoters, promoter group or related parties.
SEBI ICDR Amend. 2025
SME only
Basis for Issue Price section with peer comparison, accounting ratios and qualitative/quantitative factors.
SEBI ICDR Schedule VI
Mainboard + SME
Abridged Prospectus with QR code linking to the full DRHP hosted on issuer and SEBI sites (mandated by March 2026 amendments).
SEBI ICDR Amend. March 2026
Mainboard + SME
Response to SEBI observations / exchange in-principle approval incorporated and final RHP filed.
SEBI ICDR Reg. 25
Mainboard + SME
07

Issue Structure, Pricing & Allotment

Pricing mechanism, anchor investor framework, allotment categories and the minimum subscription thresholds for a successful issue.

Mainboard + SME
Pricing method determined: book-built (price band) or fixed price; for Mainboard the standard is book-built with a price band.
SEBI ICDR Reg. 29
Mainboard + SME
Anchor investor framework: anchor portion up to 60% of QIB portion, with allocation a day before issue opening.
SEBI ICDR Reg. 32 & Schedule XIII
Mainboard only
Anchor lock-in (phased): 50% of shares allotted to anchor investors locked in for 30 days, remaining 50% locked in for 90 days.
SEBI ICDR Reg. 32(5) (as amended)
Mainboard + SME
Mainboard allotment categories: QIB 50% (with anchor sub-cap), Non-Institutional 15% (split 1/3 small NIIs ₹2–10 lakh, 2/3 larger NIIs), Retail 35%.
SEBI ICDR Reg. 32
Mainboard only
SME allotment: NII allocation methodology aligned with Mainboard from 2025; minimum application size ₹2,00,000.
SEBI ICDR Amend. 2025
SME only
Minimum subscription for successful issue: 90% of fresh issue; Mainboard minimum 1,000 subscribers; SME minimum 50 subscribers.
SEBI ICDR Reg. 38
Mainboard + SME
Issue size cap: Total issue size shall not exceed 5 times the pre-issue net worth.
SEBI ICDR Reg. 6
Mainboard + SME
ASBA / UPI mandate compliance — all retail applications through ASBA or UPI flow.
SEBI ICDR Reg. 36; ASBA circulars
Mainboard + SME
SME: Mandatory market maker appointment for a minimum of 3 years post-listing to provide two-way quotes.
SEBI ICDR Reg. 261
SME only
Issue period: 3 to 10 working days; allotment within prescribed T+3 timelines; refunds via UPI / ASBA unblocking.
SEBI ICDR Reg. 31 & circulars
Mainboard + SME
08

Listing & Stock Exchange Compliance

In-principle approval, listing agreement, and the immediate compliance obligations that activate on listing day.

Mainboard + SME
In-principle approval from the relevant stock exchange(s) — NSE / BSE for Mainboard; NSE Emerge / BSE SME for SME route.
SEBI LODR Reg. 28
Mainboard + SME
Execution of the Uniform Listing Agreement with the stock exchange under the LODR framework.
SEBI LODR Reg. 109
Mainboard + SME
Dematerialisation of all shares through NSDL and CDSL with ISIN allotted and depository agreements executed.
Depositories Act, 1996
Mainboard + SME
Appointment of Registrar & Share Transfer Agent (RTA) registered with SEBI.
SEBI ICDR Reg. 23
Mainboard + SME
Designated Compliance Officer appointed and intimated to the exchange before listing.
SEBI LODR Reg. 6
Mainboard + SME
Designated Chief Investor Relations Officer appointed (for top 1000 listed entities).
SEBI LODR Reg. 30A
Mainboard only
Investor grievance mechanism (SEBI SCORES, exchange portals) operational on listing.
SEBI LODR Reg. 13
Mainboard + SME
Pre-listing announcements made through stock exchange disclosure on price band, anchor allocation and listing date.
SEBI LODR Reg. 30
Mainboard + SME
09

Post-Listing LODR Compliance

The ongoing obligations that begin the moment shares list — quarterly reporting, governance discipline, and material disclosures.

Mainboard + SME
Quarterly financial results filed within 45 days of quarter-end (60 days for annual results), with auditor's review.
SEBI LODR Reg. 33
Mainboard + SME
Annual report with corporate governance report, management discussion & analysis, and director responsibility statement.
SEBI LODR Reg. 34
Mainboard + SME
Material event disclosures made to the stock exchange within 30 minutes / 12 hours / 24 hours per LODR materiality framework (Reg. 30 & Schedule III).
SEBI LODR Reg. 30
Mainboard + SME
Quarterly shareholding pattern filed in prescribed format within 21 days of quarter-end.
SEBI LODR Reg. 31
Mainboard + SME
Corporate Governance Report filed quarterly (Mainboard) covering board, committees, related-party transactions and code compliance.
SEBI LODR Reg. 27(2)
Mainboard only
Annual Secretarial Compliance Report by a practising Company Secretary, certifying LODR compliance.
SEBI LODR Reg. 24A
Mainboard + SME
Trading window restrictions implemented under PIT Regulations during unpublished price-sensitive information periods.
SEBI PIT Reg. 9
Mainboard + SME
Disclosure of trades by promoters, directors, KMPs and designated persons under PIT Regulations within prescribed timelines.
SEBI PIT Reg. 7
Mainboard + SME
SME post-listing: Market maker continues for minimum 3 years; migration to Mainboard available once post-issue paid-up exceeds ₹10 crore and other criteria are met.
SEBI ICDR Reg. 277; Migration Norms
SME only
Annual investor meet, AGM with e-voting, and dividend declarations within statutory timelines.
Companies Act 2013; LODR Reg. 43
Mainboard + SME
A note on this checklist

This checklist is provided as a practitioner's reference and reflects SEBI ICDR Regulations 2018 as amended through the July 2025 and March 2026 amendments, alongside applicable LODR, PIT and Companies Act provisions. Regulatory positions evolve through SEBI circulars and exchange operational guidelines — Bharat IPO recommends verifying every applicable provision against the latest SEBI publications before acting on it. This page is not legal advice and does not establish an advisor-client relationship.

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