Mainboard & SME · 2026 edition

The IPO Compliance Checklist.
Mainboard & SME.

A checklist for companies planning an IPO. It covers eligibility, financial and corporate records, promoters, governance, offer documents and compliance after listing.

Why companies choose Bharat IPO
7
Checklist sections
34
Checklist points
2026
Updated edition
Free
IPO Academy resource
Before you start

How to use
this checklist.

Three steps to follow. Ask us whenever a point needs a closer look.

Step 1

Check eligibility first

Confirm whether you qualify for an SME or Mainboard IPO before spending money on the process. Our eligibility check is free.

Step 2

Fix records early

Financial, corporate and legal gaps are far easier to resolve 12 to 24 months before filing than in the weeks before a DRHP.

Step 3

Plan for life after listing

Governance and disclosure obligations start on listing day, so build the board, committees and policies in advance.

At-a-glance

Mainboard vs SME
compared.

The key differences between a Main Board IPO and an SME IPO. Use this as a quick guide, then speak to our experts for a detailed assessment.

Criterion
Mainboard IPONSE / BSE
SME IPOBSE SME / NSE Emerge
ExchangeWhere shares list
NSE / BSE Main Board
BSE SME / NSE Emerge
Post-issue paid-up capitalSize test
At least ₹10 crore
Up to ₹25 crore
Net tangible assetsProfitability route
₹3 crore in each of last 3 years
As per exchange norms
Net worthTrack record
₹1 crore in each of last 3 years
Positive net worth
Operating profitTrack record
Average ₹15 crore (3 of last 5 years)
EBITDA of ₹1 crore in 2 of last 3 years
Alternative routeNo profit track record
QIB route: 75% of net offer to QIBs
Not applicable
Promoters' contributionOf post-issue capital
Minimum 20%, locked in
Minimum 20%, locked in
Investor baseWho subscribes
QIBs, NIIs and retail investors
Mainly retail investors and HNIs
Market makingAfter listing
Not required
Mandatory
Ongoing disclosuresAfter listing
Full SEBI LODR obligations
Lighter LODR obligations
Next stepGrowth path
FPO, QIP or rights issue
Migration to the Main Board
The full checklist

7 sections,
34 checkpoints.

Switch between Mainboard, SME or both. Items marked both apply to either route; others apply only to the platform shown.

01

Eligibility & company structure

Basic conditions to confirm before any IPO work begins.

Mainboard + SME
The company is a public limited company; a private company converts before filing.
Companies Act, 2013
Mainboard + SME
All existing shares are dematerialised and held with a depository.
SEBI ICDR
Mainboard + SME
Financial tests met under the profitability route (net tangible assets, net worth and operating profit) met, or the QIB route planned.
SEBI ICDR Reg. 6
Mainboard only
Post-issue paid-up capital within the SME limit and exchange-specific track-record norms met.
SEBI ICDR Chapter IX
SME only
A free eligibility assessment completed to confirm the right platform and timeline.
Bharat IPO
Mainboard + SME
02

Financial records

Numbers that will be reviewed by merchant bankers, investors and SEBI.

Mainboard + SME
Audited financial statements by a peer-reviewed auditor for the full track-record period.
SEBI ICDR
Mainboard + SME
Restated financial information prepared for inclusion in the offer document.
SEBI ICDR
Mainboard + SME
Related-party transactions documented and approved.
Companies Act, 2013
Mainboard + SME
No material outstanding tax disputes or defaults left unaddressed.
Income Tax / GST
Mainboard + SME
A clear, costed use-of-proceeds plan.
SEBI ICDR
Mainboard + SME
03

Corporate & secretarial records

Proof that the company has been run correctly since incorporation.

Mainboard + SME
ROC filings complete and consistent from incorporation onward.
Companies Act, 2013
Mainboard + SME
Statutory registers, board minutes and shareholder minutes up to date.
Companies Act, 2013
Mainboard + SME
Every allotment, transfer, bonus and rights issue reconciled with supporting records.
Companies Act, 2013
Mainboard + SME
Board and shareholder resolutions authorising the IPO passed.
Companies Act, 2013
Mainboard + SME
Articles of Association aligned with the requirements of a listed company.
Companies Act, 2013
Mainboard + SME
04

Promoters & capital structure

Disclosures about the people and shareholding behind the company.

Mainboard + SME
Minimum promoters' contribution identified and lock-in planned.
SEBI ICDR
Mainboard + SME
Promoter and director background details compiled, including litigation and directorships.
SEBI ICDR
Mainboard + SME
Shareholding pattern verified, including the promoter group.
SEBI ICDR
Mainboard + SME
ESOP schemes and grants documented.
SEBI SBEB Regulations
Mainboard + SME
05

Board & governance

The structure a listed company must have from day one.

Mainboard + SME
Independent directors appointed in the required proportion.
Companies Act / SEBI LODR
Mainboard + SME
At least one woman director on the board.
Companies Act / SEBI LODR
Mainboard + SME
Audit, Nomination & Remuneration and Stakeholders' Relationship Committees constituted.
SEBI LODR
Mainboard + SME
Company Secretary and Compliance Officer appointed.
SEBI LODR
Mainboard + SME
Policies adopted: code of conduct, RPT policy, insider-trading code and whistle-blower mechanism.
SEBI LODR / PIT
Mainboard + SME
06

Offer document & intermediaries

The team and documents that take the issue to market.

Mainboard + SME
SEBI-registered merchant banker, registrar, legal advisor and auditor appointed.
SEBI ICDR
Mainboard + SME
DRHP prepared and filed with SEBI and/or the stock exchange.
SEBI ICDR
Mainboard + SME
Observations from SEBI and the exchange answered.
SEBI ICDR
Mainboard + SME
RHP filed with the price band and issue dates.
SEBI ICDR
Mainboard + SME
Market maker appointed for the SME issue.
SEBI ICDR Chapter IX
SME only
07

Post-listing compliance

Obligations that begin on listing day.

Mainboard + SME
Financial results filed on time with the stock exchange.
SEBI LODR
Mainboard + SME
Shareholding pattern filed within 21 days of quarter end.
SEBI LODR
Mainboard + SME
Material events disclosed to the exchange promptly.
SEBI LODR
Mainboard + SME
Trading window and insider-trading controls enforced.
SEBI PIT
Mainboard + SME
Investor grievance system (SCORES) active and annual report and AGM completed on schedule.
SEBI LODR
Mainboard + SME
A note on this checklist

This checklist is a general guide based on SEBI regulations and exchange norms. Requirements change from time to time and vary by company, so confirm the latest position with Bharat IPO's experts and your merchant banker before acting.

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Beyond the checklist

What to do next.

Use the checklist to start an internal review, then bring in Bharat IPO's experts to turn it into an IPO roadmap.

From checklist to action

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