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Preliminary IPO readiness assessmentSample

Sample SME IPO readiness report: Agro and food processing, Coimbatore

Sample B — XXXXX Private Limited · dummy data · company name masked. Coimbatore, Tamil Nadu.

Generated 23 September 2026 at 10:00 am · Rulebook version 2026.09.3 (norms as at 28 September 2026) · Prepared for Managing Director (name withheld)

Near Ready

Assessment

The fundamentals support a listing, but a defined set of gaps must be closed before an offer document can be filed with confidence.

Recommended route

NSE Emerge (SME platform)

Realistic run-up to filing

about 9 months

Section 1

Executive summary

Sample B — XXXXX Private Limited scores 69 out of 100 on this preliminary assessment, placing it in the "Near Ready" band. On the latest reported year the company recorded revenue of Rs 42.92 cr, operating EBITDA of Rs 4.88 cr and profit after tax of Rs 1.94 cr, on a net worth of Rs 9.64 cr.

Across the three-year track record revenue has compounded at 17.14% a year, with an EBITDA margin of 11.4% and a return on equity of 22.36% in the closing year. Leverage stands at 1.24:1 with interest cover of 2.85 times.

No absolute blockers were identified on the information provided. The recommended route is NSE Emerge (SME platform), and the realistic run-up to a filing is around 9 months.

The strongest area of the profile is financial track record and quality of earnings at 88.8%, and the area needing most attention is corporate governance and board readiness at 45.8%. The action plan in this report puts the critical-path work first — the corporate conversion, the capital-structure clean-up and related-party exposure, among others — since it takes the longest and everything else waits on it.

Routing rationale

The company clears the substantive tests for both SME platforms. NSE Emerge is suggested as the primary target for its larger investor participation and higher average issue sizes; BSE SME remains a viable alternative and the final choice should be made with your merchant banker.

Section 2

Issues requiring attention

Ranked by severity. A blocker prevents a public issue outright until resolved; high-severity items will delay or derail a filing; medium items must be cleared before diligence.

Medium

Not yet a public limited company

Only a public limited company incorporated under the Companies Act, 2013 can make a public issue.

What to do: Convert to a public limited company: board and shareholder approvals, MOA/AOA alteration, and MCA filing. Budget 45 to 60 days and start early, since the new name must then flow through every licence and contract.

Medium

Loans and advances outstanding to related parties

Rs 38 L is outstanding from promoters or related parties.

What to do: Recover or regularise these before filing. Outstanding related-party advances are a standard diligence objection and may attract Companies Act scrutiny.

Medium

Restated financial statements not yet available

Restated financials for three years plus a stub period, signed by a peer-reviewed auditor, are a core deliverable for the offer document.

What to do: Engage a peer-reviewed auditor now. This is usually the longest single item on the critical path, at eight to twelve weeks.

Medium

Internal financial controls not documented

The statutory auditor must report on the adequacy and operating effectiveness of internal financial controls.

What to do: Document the control framework, map risks to controls, and have the controls tested well before the audit for the final track-record year.

Medium

Key management appointments outstanding

The company does not yet have a company secretary.

What to do: Make these appointments early. A listing process needs someone who owns the numbers and someone who owns the secretarial record; without them the timetable slips regardless of how good the business is.

Medium

Securities not fully dematerialised

All existing securities must be in demat form before an issue.

What to do: Obtain an ISIN and execute agreements with NSDL and CDSL through your registrar. Allow three to four weeks.

Medium

Insufficient independent directors

The board has 0 independent director(s). At least one-third of the board must be independent, and the committees cannot be staffed below two.

What to do: Identify and appoint independent directors at least two quarters before filing so that they have genuinely participated in board and committee meetings.

Section 3

What is working in your favour

An unbroken three-year profit record, closing at Rs 1.94 cr of profit after tax.
Revenue compounding at 17.14% a year, which gives the equity story real momentum.
Return on equity of 22.36%, which reads well against listed SME peers.
A fully audited three-year track record, which is the foundation for restatement.
Clean audit reports with no qualifications across the track record.
Financial track record and quality of earnings scores 88.8% — a genuine strength in this profile.
Statutory, legal and financial compliance scores 79.2% — a genuine strength in this profile.

Section 4

Score by dimension

The overall score is the weighted sum of these six dimensions. The lowest one is usually what is really holding the company back.

Financial track record and quality of earnings

strong88.8%weight 25

Gaps in this dimension

EBITDA margin of 11.4% is thin. Margin quality drives both eligibility and pricing — review product mix, pricing discipline and the treatment of owner remuneration.
Interest cover of 2.85x leaves little cushion if earnings soften.

Regulatory eligibility — measured against NSE Emerge (SME platform)

adequate70%weight 20

Gaps in this dimension

2 procedural steps must be completed before an offer document can be filed.
Constitution of the issuer: Private limited company. Convert to a public limited company by special resolution and MCA filing. Typically 45–60 days. Plan this at least two quarters before filing the offer document.
Dematerialisation of securities: Not fully dematerialised. Obtain an ISIN and execute tripartite agreements with NSDL and CDSL through your RTA. Typically 3–4 weeks.
Peer-reviewed statutory auditor: Not confirmed. Appoint a peer-reviewed firm, or have the existing firm obtain the certificate, before restatement work begins.
Market making arrangement: Not yet identified. Your merchant banker will normally arrange this; budget for the inventory and fees.
Merchant banker appointment: Not yet appointed. Shortlist three SME-focused merchant bankers and compare track record, post-listing support and fee structure.

Corporate governance and board readiness

weak45.8%weight 15

Gaps in this dimension

Independent directors are 0 of 4. At least one-third of the board must be independent, and in practice you need a minimum of two to staff the committees.
No nomination and remuneration committee. It must be wholly non-executive with a majority independent.
No stakeholders relationship committee. Required once listed to handle investor grievances.
No related party transaction policy with defined materiality thresholds.
No whistleblower or vigil mechanism with direct access to the audit committee chair.
No documented risk management policy or risk register.

Statutory, legal and financial compliance

strong79.2%weight 15

Gaps in this dimension

Pending tax demands of Rs 1.3 cr need to be resolved, provided for, or disclosed with a defensible position.
Restated financial statements are not yet available. Restatement for three years plus a stub period is a core deliverable and usually takes eight to twelve weeks.
Internal financial controls are not documented. The auditor must report on their adequacy and operating effectiveness.
Related party transactions are material. They must be disclosed, benchmarked to arm's length, and ideally reduced or regularised before filing.

Capital structure and shareholding

adequate64.2%weight 10

Gaps in this dimension

Securities are not fully dematerialised. Obtain an ISIN and complete demat with both depositories — allow three to four weeks.
Only 5 shareholders. A public limited company requires a minimum of seven members.
Rs 38 L is outstanding as loans or advances to related parties. These must be recovered or regularised — they attract both Companies Act scrutiny and investor objection.
Rs 1.2 cr of promoter loans is outstanding. Issue proceeds cannot be used to repay these, so plan to convert them to equity or repay from internal accruals well before filing.
No ESOP scheme. Not mandatory, but a structured scheme helps retain the second line of management through and after a listing.

Transaction readiness and equity story

weak49.3%weight 15

Gaps in this dimension

The objects of the issue are not yet defined. Each object must be specific, quantified and supported by quotations, bank appraisal or a valuer's estimate.
No business plan or projections. Bankers and anchor investors will ask for a three-year forward plan that ties to the objects of the issue.
No merchant banker appointed. This is the first external appointment and it sets the pace for everything else.
No peer-reviewed auditor engaged. Restated financial statements must be signed by a peer-reviewed firm.
No market maker identified. Mandatory for three years from listing on the SME platforms.
No investor presentation. The equity story needs to be written down before it can be tested with bankers.

Section 5

Eligibility across all four listing routes

Every mandatory test applied to your figures. A route marked eligible after procedural steps means the substantive tests are met and what remains are steps you can complete before filing, such as converting the company or dematerialising shares.

NSE Emerge (SME platform)

Eligible after procedural steps

The substantive tests are met. 2 procedural steps remain: Constitution of the issuer, Dematerialisation of securities.

20/22

mandatory tests met

Constitution of the issuermandatory
Not met
Companies Act, 2013
Requirement
Must be a public limited company incorporated under the Companies Act, 2013
Your position
Private limited companyConvert to a public limited company by special resolution and MCA filing. Typically 45–60 days. Plan this at least two quarters before filing the offer document.
Dematerialisation of securitiesmandatory
Not met
SEBI (ICDR) Regulations, 2018, Regulation 230(1)(b) and (d)
Requirement
All promoter and existing securities in demat form, with agreements in place with both depositories
Your position
Not fully dematerialisedObtain an ISIN and execute tripartite agreements with NSDL and CDSL through your RTA. Typically 3–4 weeks.
Peer-reviewed statutory auditor
Attention
Requirement
Statutory auditor must hold a valid ICAI Peer Review Board certificate
Your position
Not confirmed
Market making arrangement
Attention
Requirement
A market maker must be appointed for at least 3 years from listing
Your position
Not yet identified
Merchant banker appointment
Attention
Requirement
A SEBI-registered merchant banker must lead the issue
Your position
Not yet appointed

Show the 21 tests met

Debarred from the capital market by SEBImandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 228(a)
Requirement
Must not apply to the issuer, any of its promoters, its promoter group, its directors or any selling shareholder
Your position
Does not apply
Promoter or director of another SEBI-debarred companymandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 228(b)
Requirement
Must not apply to any promoter or director of the issuer
Your position
Does not apply
Wilful defaulter or fraudulent borrowermandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 228(c)
Requirement
Must not apply to the issuer itself, any of its promoters or any of its directors
Your position
Does not apply
Fugitive economic offendermandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 228(d)
Requirement
Must not apply to any promoter or director of the issuer
Your position
Does not apply
Promoter or director linked to a compulsorily delisted companymandatory
Met
SEBI (Delisting of Equity Shares) Regulations, 2021, Regulation 34
Requirement
Must not apply to any promoter or director of the issuer
Your position
Does not apply
Insolvency proceedings admittedmandatory
Met
NSE/BSE listing eligibility checklist (Insolvency and Bankruptcy Code, 2016) — not an ICDR Regulation 228 limb
Requirement
Must not apply to the issuer
Your position
Does not apply
Winding-up petition admittedmandatory
Met
NSE/BSE listing eligibility checklist (Companies Act, 2013, s.271-272) — not an ICDR Regulation 228 limb
Requirement
Must not apply to the issuer
Your position
Does not apply
No outstanding convertible instrumentsmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 228(e)
Requirement
No outstanding convertible securities or other right to receive equity shares, other than employee stock options (Regulation 228(e)(i)) and fully paid-up convertibles required to convert on or before the red herring prospectus or prospectus (228(e)(ii))
Your position
No outstanding convertible instruments declared
Operating track recordmandatory
Met
Requirement
At least 3 years of operations
Your position
11.5 years since incorporation
Operating profit testmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 229(6)
Requirement
EBITDA from operations of at least Rs 1 cr in at least 2 of the 3 preceding financial years
Your position
3 of 3 years qualify (FY 2025-26: Rs 4.88 cr; FY 2024-25: Rs 3.86 cr; FY 2023-24: Rs 3.06 cr)
Positive net worthmandatory
Met
NSE Emerge eligibility criteria — net worth should be positive
Requirement
Net worth must be positive in the latest full financial year
Your position
Rs 9.64 cr in FY 2025-26
Positive free cash flow to equitymandatory
Met
NSE circular NSE/SME/63532 (22 Aug 2024) and NSE/SME/73818 (20 Apr 2026)
Requirement
Positive FCFE in at least 2 of the 3 preceding financial years
Your position
3 of 3 years positive (FY 2025-26: Rs 76.28 L; FY 2024-25: Rs 86.78 L; FY 2023-24: Rs 37.6 L)
No material regulatory action against the company in the last 3 yearsmandatory
Met
NSE Emerge eligibility criteria
Requirement
No material regulatory or disciplinary action by a stock exchange or regulatory authority against the applicant company in the preceding 3 years
Your position
No such action against the company declared
Audited financial statementsmandatory
Met
Requirement
Audited financial statements for each of the three preceding financial years
Your position
3 of 3 years marked audited
Leverage (debt to equity)
Met
Requirement
Debt to equity broadly within 3:1 (a working comfort level this tool applies; NSE Emerge publishes no leverage test of its own)
Your position
1.24:1 in the latest year
Post-issue paid-up capitalmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 229(1)-(2)
Requirement
Not more than Rs 25 cr (estimated using an assumed 26% dilution — the real figure depends on the eventual issue price, so treat this as indicative until a banker is engaged)
Your position
Rs 3.38 cr (estimated at 26% assumed dilution)
Minimum promoter contributionmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 236(1) and 238(a)
Requirement
Promoters to hold at least 20% of post-issue capital, locked in for 3 years (estimated using an assumed 26% dilution — the real post-issue holding depends on the eventual issue price)
Your position
Pre-issue promoter holding 94%; approx. 69.6% post-issue at assumed dilution
Stability of promoter groupmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 229(5)
Requirement
No complete change in promoters (more than 50% shareholding) in the preceding 12 months
Your position
No such change
Offer for sale ceilingmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 230(1)(f)-(g)
Requirement
Offer for sale not to exceed 20% of the total issue size
Your position
OFS is 0% of the intended issue
General corporate purposes ceilingmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 230(2)
Requirement
Not more than the lower of 15% of the amount raised by the company (the fresh issue, excluding any offer for sale) and Rs 10 cr
Your position
Rs 2 cr earmarked against a cap of Rs 2.25 cr
Use of proceeds — promoter and related-party loansmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 230(1)(h)
Requirement
Issue proceeds may not be used, directly or indirectly, to repay loans from promoters, the promoter group or related parties
Your position
No such application of proceeds

Criterion	Requirement	Your position	Status
Debarred from the capital market by SEBImandatorySEBI (ICDR) Regulations, 2018, Regulation 228(a)	Must not apply to the issuer, any of its promoters, its promoter group, its directors or any selling shareholder	Does not apply	Met
Promoter or director of another SEBI-debarred companymandatorySEBI (ICDR) Regulations, 2018, Regulation 228(b)	Must not apply to any promoter or director of the issuer	Does not apply	Met
Wilful defaulter or fraudulent borrowermandatorySEBI (ICDR) Regulations, 2018, Regulation 228(c)	Must not apply to the issuer itself, any of its promoters or any of its directors	Does not apply	Met
Fugitive economic offendermandatorySEBI (ICDR) Regulations, 2018, Regulation 228(d)	Must not apply to any promoter or director of the issuer	Does not apply	Met
Promoter or director linked to a compulsorily delisted companymandatorySEBI (Delisting of Equity Shares) Regulations, 2021, Regulation 34	Must not apply to any promoter or director of the issuer	Does not apply	Met
Insolvency proceedings admittedmandatoryNSE/BSE listing eligibility checklist (Insolvency and Bankruptcy Code, 2016) — not an ICDR Regulation 228 limb	Must not apply to the issuer	Does not apply	Met
Winding-up petition admittedmandatoryNSE/BSE listing eligibility checklist (Companies Act, 2013, s.271-272) — not an ICDR Regulation 228 limb	Must not apply to the issuer	Does not apply	Met
No outstanding convertible instrumentsmandatorySEBI (ICDR) Regulations, 2018, Regulation 228(e)	No outstanding convertible securities or other right to receive equity shares, other than employee stock options (Regulation 228(e)(i)) and fully paid-up convertibles required to convert on or before the red herring prospectus or prospectus (228(e)(ii))	No outstanding convertible instruments declared	Met
Operating track recordmandatory	At least 3 years of operations	11.5 years since incorporation	Met
Operating profit testmandatorySEBI (ICDR) Regulations, 2018, Regulation 229(6)	EBITDA from operations of at least Rs 1 cr in at least 2 of the 3 preceding financial years	3 of 3 years qualify (FY 2025-26: Rs 4.88 cr; FY 2024-25: Rs 3.86 cr; FY 2023-24: Rs 3.06 cr)	Met
Positive net worthmandatoryNSE Emerge eligibility criteria — net worth should be positive	Net worth must be positive in the latest full financial year	Rs 9.64 cr in FY 2025-26	Met
Positive free cash flow to equitymandatoryNSE circular NSE/SME/63532 (22 Aug 2024) and NSE/SME/73818 (20 Apr 2026)	Positive FCFE in at least 2 of the 3 preceding financial years	3 of 3 years positive (FY 2025-26: Rs 76.28 L; FY 2024-25: Rs 86.78 L; FY 2023-24: Rs 37.6 L)	Met
No material regulatory action against the company in the last 3 yearsmandatoryNSE Emerge eligibility criteria	No material regulatory or disciplinary action by a stock exchange or regulatory authority against the applicant company in the preceding 3 years	No such action against the company declared	Met
Constitution of the issuermandatoryCompanies Act, 2013	Must be a public limited company incorporated under the Companies Act, 2013	Private limited companyConvert to a public limited company by special resolution and MCA filing. Typically 45–60 days. Plan this at least two quarters before filing the offer document.	Not met
Dematerialisation of securitiesmandatorySEBI (ICDR) Regulations, 2018, Regulation 230(1)(b) and (d)	All promoter and existing securities in demat form, with agreements in place with both depositories	Not fully dematerialisedObtain an ISIN and execute tripartite agreements with NSDL and CDSL through your RTA. Typically 3–4 weeks.	Not met
Audited financial statementsmandatory	Audited financial statements for each of the three preceding financial years	3 of 3 years marked audited	Met
Peer-reviewed statutory auditor	Statutory auditor must hold a valid ICAI Peer Review Board certificate	Not confirmed	Attention
Leverage (debt to equity)	Debt to equity broadly within 3:1 (a working comfort level this tool applies; NSE Emerge publishes no leverage test of its own)	1.24:1 in the latest year	Met
Post-issue paid-up capitalmandatorySEBI (ICDR) Regulations, 2018, Regulation 229(1)-(2)	Not more than Rs 25 cr (estimated using an assumed 26% dilution — the real figure depends on the eventual issue price, so treat this as indicative until a banker is engaged)	Rs 3.38 cr (estimated at 26% assumed dilution)	Met
Minimum promoter contributionmandatorySEBI (ICDR) Regulations, 2018, Regulation 236(1) and 238(a)	Promoters to hold at least 20% of post-issue capital, locked in for 3 years (estimated using an assumed 26% dilution — the real post-issue holding depends on the eventual issue price)	Pre-issue promoter holding 94%; approx. 69.6% post-issue at assumed dilution	Met
Stability of promoter groupmandatorySEBI (ICDR) Regulations, 2018, Regulation 229(5)	No complete change in promoters (more than 50% shareholding) in the preceding 12 months	No such change	Met
Offer for sale ceilingmandatorySEBI (ICDR) Regulations, 2018, Regulation 230(1)(f)-(g)	Offer for sale not to exceed 20% of the total issue size	OFS is 0% of the intended issue	Met
General corporate purposes ceilingmandatorySEBI (ICDR) Regulations, 2018, Regulation 230(2)	Not more than the lower of 15% of the amount raised by the company (the fresh issue, excluding any offer for sale) and Rs 10 cr	Rs 2 cr earmarked against a cap of Rs 2.25 cr	Met
Use of proceeds — promoter and related-party loansmandatorySEBI (ICDR) Regulations, 2018, Regulation 230(1)(h)	Issue proceeds may not be used, directly or indirectly, to repay loans from promoters, the promoter group or related parties	No such application of proceeds	Met
Market making arrangement	A market maker must be appointed for at least 3 years from listing	Not yet identified	Attention
Merchant banker appointment	A SEBI-registered merchant banker must lead the issue	Not yet appointed	Attention

BSE SME platform

Eligible after procedural steps

The substantive tests are met. 2 procedural steps remain: Constitution of the issuer, Dematerialisation of securities.

24/26

mandatory tests met

Constitution of the issuermandatory
Not met
Companies Act, 2013
Requirement
Must be a public limited company incorporated under the Companies Act, 2013
Your position
Private limited companyConvert to a public limited company by special resolution and MCA filing. Typically 45–60 days. Plan this at least two quarters before filing the offer document.
Dematerialisation of securitiesmandatory
Not met
SEBI (ICDR) Regulations, 2018, Regulation 230(1)(b) and (d)
Requirement
All promoter and existing securities in demat form, with agreements in place with both depositories
Your position
Not fully dematerialisedObtain an ISIN and execute tripartite agreements with NSDL and CDSL through your RTA. Typically 3–4 weeks.
Peer-reviewed statutory auditor
Attention
Requirement
Statutory auditor must hold a valid ICAI Peer Review Board certificate
Your position
Not confirmed
Market making arrangement
Attention
Requirement
A market maker must be appointed for at least 3 years from listing
Your position
Not yet identified
Merchant banker appointment
Attention
Requirement
A SEBI-registered merchant banker must lead the issue
Your position
Not yet appointed

Show the 24 tests met and 1 not applicable

Debarred from the capital market by SEBImandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 228(a)
Requirement
Must not apply to the issuer, any of its promoters, its promoter group, its directors or any selling shareholder
Your position
Does not apply
Promoter or director of another SEBI-debarred companymandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 228(b)
Requirement
Must not apply to any promoter or director of the issuer
Your position
Does not apply
Wilful defaulter or fraudulent borrowermandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 228(c)
Requirement
Must not apply to the issuer itself, any of its promoters or any of its directors
Your position
Does not apply
Fugitive economic offendermandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 228(d)
Requirement
Must not apply to any promoter or director of the issuer
Your position
Does not apply
Promoter or director linked to a compulsorily delisted companymandatory
Met
SEBI (Delisting of Equity Shares) Regulations, 2021, Regulation 34
Requirement
Must not apply to any promoter or director of the issuer
Your position
Does not apply
Insolvency proceedings admittedmandatory
Met
NSE/BSE listing eligibility checklist (Insolvency and Bankruptcy Code, 2016) — not an ICDR Regulation 228 limb
Requirement
Must not apply to the issuer
Your position
Does not apply
Winding-up petition admittedmandatory
Met
NSE/BSE listing eligibility checklist (Companies Act, 2013, s.271-272) — not an ICDR Regulation 228 limb
Requirement
Must not apply to the issuer
Your position
Does not apply
No outstanding convertible instrumentsmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 228(e)
Requirement
No outstanding convertible securities or other right to receive equity shares, other than employee stock options (Regulation 228(e)(i)) and fully paid-up convertibles required to convert on or before the red herring prospectus or prospectus (228(e)(ii))
Your position
No outstanding convertible instruments declared
Operating track recordmandatory
Met
Requirement
At least 3 years of operations
Your position
11.5 years since incorporation
Operating profit testmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 229(6)
Requirement
EBITDA from operations of at least Rs 1 cr in at least 2 of the 3 preceding financial years
Your position
3 of 3 years qualify (FY 2025-26: Rs 4.88 cr; FY 2024-25: Rs 3.86 cr; FY 2023-24: Rs 3.06 cr)
Net tangible assetsmandatory
Met
Requirement
At least Rs 3 cr in the latest full financial year
Your position
Rs 9.5 cr
Net worthmandatory
Met
Requirement
At least Rs 1 cr in each of the 2 immediately preceding financial years
Your position
2 of 2 years meet the floor (FY 2025-26: Rs 9.64 cr; FY 2024-25: Rs 7.7 cr)
Operating profit in the latest yearmandatory
Met
BSE SME eligibility criteria — operating profit in the latest financial year
Requirement
Positive operating profit (EBITDA from operations) in the latest full financial year, in addition to the 2-of-3-years test
Your position
Rs 4.88 cr in FY 2025-26
No change in promoters in the last yearmandatory
Met
BSE SME eligibility criteria — change in promoters
Requirement
No change in the promoters of the company in the one year preceding the application (any change, not only a change of control)
Your position
No change in promoters declared
No pending defaults to debenture, bond or deposit holdersmandatory
Met
BSE SME eligibility criteria — defaults
Requirement
No pending default in the payment of interest or principal to debenture, bond or fixed-deposit holders
Your position
No overdue payment declared
Functional websitemandatory
Met
BSE SME eligibility criteria — functional website
Requirement
The company must have a functional website
Your position
Website declared (https://www.withheld.example)
Change of name testmandatory
n/a
BSE SME eligibility criteria — change of name
Requirement
Applies only where the name changed within the last year
Your position
No name change declared
Audited financial statementsmandatory
Met
Requirement
Audited financial statements for each of the three preceding financial years
Your position
3 of 3 years marked audited
Leverage (debt to equity)mandatory
Met
BSE SME eligibility criteria — leverage ratio
Requirement
Debt to equity not more than 3:1
Your position
1.24:1 in the latest year
Post-issue paid-up capitalmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 229(1)-(2)
Requirement
Not more than Rs 25 cr (estimated using an assumed 26% dilution — the real figure depends on the eventual issue price, so treat this as indicative until a banker is engaged)
Your position
Rs 3.38 cr (estimated at 26% assumed dilution)
Minimum promoter contributionmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 236(1) and 238(a)
Requirement
Promoters to hold at least 20% of post-issue capital, locked in for 3 years (estimated using an assumed 26% dilution — the real post-issue holding depends on the eventual issue price)
Your position
Pre-issue promoter holding 94%; approx. 69.6% post-issue at assumed dilution
Stability of promoter groupmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 229(5)
Requirement
No complete change in promoters (more than 50% shareholding) in the preceding 12 months
Your position
No such change
Offer for sale ceilingmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 230(1)(f)-(g)
Requirement
Offer for sale not to exceed 20% of the total issue size
Your position
OFS is 0% of the intended issue
General corporate purposes ceilingmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 230(2)
Requirement
Not more than the lower of 15% of the amount raised by the company (the fresh issue, excluding any offer for sale) and Rs 10 cr
Your position
Rs 2 cr earmarked against a cap of Rs 2.25 cr
Use of proceeds — promoter and related-party loansmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 230(1)(h)
Requirement
Issue proceeds may not be used, directly or indirectly, to repay loans from promoters, the promoter group or related parties
Your position
No such application of proceeds

Criterion	Requirement	Your position	Status
Debarred from the capital market by SEBImandatorySEBI (ICDR) Regulations, 2018, Regulation 228(a)	Must not apply to the issuer, any of its promoters, its promoter group, its directors or any selling shareholder	Does not apply	Met
Promoter or director of another SEBI-debarred companymandatorySEBI (ICDR) Regulations, 2018, Regulation 228(b)	Must not apply to any promoter or director of the issuer	Does not apply	Met
Wilful defaulter or fraudulent borrowermandatorySEBI (ICDR) Regulations, 2018, Regulation 228(c)	Must not apply to the issuer itself, any of its promoters or any of its directors	Does not apply	Met
Fugitive economic offendermandatorySEBI (ICDR) Regulations, 2018, Regulation 228(d)	Must not apply to any promoter or director of the issuer	Does not apply	Met
Promoter or director linked to a compulsorily delisted companymandatorySEBI (Delisting of Equity Shares) Regulations, 2021, Regulation 34	Must not apply to any promoter or director of the issuer	Does not apply	Met
Insolvency proceedings admittedmandatoryNSE/BSE listing eligibility checklist (Insolvency and Bankruptcy Code, 2016) — not an ICDR Regulation 228 limb	Must not apply to the issuer	Does not apply	Met
Winding-up petition admittedmandatoryNSE/BSE listing eligibility checklist (Companies Act, 2013, s.271-272) — not an ICDR Regulation 228 limb	Must not apply to the issuer	Does not apply	Met
No outstanding convertible instrumentsmandatorySEBI (ICDR) Regulations, 2018, Regulation 228(e)	No outstanding convertible securities or other right to receive equity shares, other than employee stock options (Regulation 228(e)(i)) and fully paid-up convertibles required to convert on or before the red herring prospectus or prospectus (228(e)(ii))	No outstanding convertible instruments declared	Met
Operating track recordmandatory	At least 3 years of operations	11.5 years since incorporation	Met
Operating profit testmandatorySEBI (ICDR) Regulations, 2018, Regulation 229(6)	EBITDA from operations of at least Rs 1 cr in at least 2 of the 3 preceding financial years	3 of 3 years qualify (FY 2025-26: Rs 4.88 cr; FY 2024-25: Rs 3.86 cr; FY 2023-24: Rs 3.06 cr)	Met
Net tangible assetsmandatory	At least Rs 3 cr in the latest full financial year	Rs 9.5 cr	Met
Net worthmandatory	At least Rs 1 cr in each of the 2 immediately preceding financial years	2 of 2 years meet the floor (FY 2025-26: Rs 9.64 cr; FY 2024-25: Rs 7.7 cr)	Met
Operating profit in the latest yearmandatoryBSE SME eligibility criteria — operating profit in the latest financial year	Positive operating profit (EBITDA from operations) in the latest full financial year, in addition to the 2-of-3-years test	Rs 4.88 cr in FY 2025-26	Met
No change in promoters in the last yearmandatoryBSE SME eligibility criteria — change in promoters	No change in the promoters of the company in the one year preceding the application (any change, not only a change of control)	No change in promoters declared	Met
No pending defaults to debenture, bond or deposit holdersmandatoryBSE SME eligibility criteria — defaults	No pending default in the payment of interest or principal to debenture, bond or fixed-deposit holders	No overdue payment declared	Met
Functional websitemandatoryBSE SME eligibility criteria — functional website	The company must have a functional website	Website declared (https://www.withheld.example)	Met
Change of name testmandatoryBSE SME eligibility criteria — change of name	Applies only where the name changed within the last year	No name change declared	n/a
Constitution of the issuermandatoryCompanies Act, 2013	Must be a public limited company incorporated under the Companies Act, 2013	Private limited companyConvert to a public limited company by special resolution and MCA filing. Typically 45–60 days. Plan this at least two quarters before filing the offer document.	Not met
Dematerialisation of securitiesmandatorySEBI (ICDR) Regulations, 2018, Regulation 230(1)(b) and (d)	All promoter and existing securities in demat form, with agreements in place with both depositories	Not fully dematerialisedObtain an ISIN and execute tripartite agreements with NSDL and CDSL through your RTA. Typically 3–4 weeks.	Not met
Audited financial statementsmandatory	Audited financial statements for each of the three preceding financial years	3 of 3 years marked audited	Met
Peer-reviewed statutory auditor	Statutory auditor must hold a valid ICAI Peer Review Board certificate	Not confirmed	Attention
Leverage (debt to equity)mandatoryBSE SME eligibility criteria — leverage ratio	Debt to equity not more than 3:1	1.24:1 in the latest year	Met
Post-issue paid-up capitalmandatorySEBI (ICDR) Regulations, 2018, Regulation 229(1)-(2)	Not more than Rs 25 cr (estimated using an assumed 26% dilution — the real figure depends on the eventual issue price, so treat this as indicative until a banker is engaged)	Rs 3.38 cr (estimated at 26% assumed dilution)	Met
Minimum promoter contributionmandatorySEBI (ICDR) Regulations, 2018, Regulation 236(1) and 238(a)	Promoters to hold at least 20% of post-issue capital, locked in for 3 years (estimated using an assumed 26% dilution — the real post-issue holding depends on the eventual issue price)	Pre-issue promoter holding 94%; approx. 69.6% post-issue at assumed dilution	Met
Stability of promoter groupmandatorySEBI (ICDR) Regulations, 2018, Regulation 229(5)	No complete change in promoters (more than 50% shareholding) in the preceding 12 months	No such change	Met
Offer for sale ceilingmandatorySEBI (ICDR) Regulations, 2018, Regulation 230(1)(f)-(g)	Offer for sale not to exceed 20% of the total issue size	OFS is 0% of the intended issue	Met
General corporate purposes ceilingmandatorySEBI (ICDR) Regulations, 2018, Regulation 230(2)	Not more than the lower of 15% of the amount raised by the company (the fresh issue, excluding any offer for sale) and Rs 10 cr	Rs 2 cr earmarked against a cap of Rs 2.25 cr	Met
Use of proceeds — promoter and related-party loansmandatorySEBI (ICDR) Regulations, 2018, Regulation 230(1)(h)	Issue proceeds may not be used, directly or indirectly, to repay loans from promoters, the promoter group or related parties	No such application of proceeds	Met
Market making arrangement	A market maker must be appointed for at least 3 years from listing	Not yet identified	Attention
Merchant banker appointment	A SEBI-registered merchant banker must lead the issue	Not yet appointed	Attention

Mainboard — ICDR Reg. 6(1) profitability route

Not eligible

1 substantive test is not met: Average operating profit, with profit in every year.

12/15

mandatory tests met

Average operating profit, with profit in every yearmandatory
Not met
SEBI (ICDR) Regulations, 2018, Regulation 6(1)(b)
Requirement
Average operating profit of at least Rs 15 cr across the preceding three years, WITH operating profit in each of those three years
Your position
Rs 3.15 cr average across the three years captured (FY 2025-26: Rs 4.04 cr; FY 2024-25: Rs 3.07 cr; FY 2023-24: Rs 2.33 cr); operating profit was positive in every yearA loss in any one of the three years fails this test even if the three-year average clears Rs 15 crore — the regulation requires operating profit in EACH year, not only on average. This assessment uses the three years captured in the form; Regulation 6(1)(b) does not offer a "best years of a longer window" alternative under the 2018 Regulations.
Promoter contribution lock-in
Attention
SEBI (ICDR) Regulations, 2018, Regulation 16(1)(a) and 16(1)(b)
Requirement
Minimum promoter contribution locked in for 18 months from allotment, extended to 36 months where more than 50% of the fresh-issue proceeds fund capital expenditure; shareholding above the minimum contribution is locked in separately for 6 months (12 months on the same capex test)
Your position
Structural requirement — confirm the capex share of the fresh issue with your merchant banker once the objects of the issue are finalised
Constitution of the issuermandatory
Not met
Companies Act, 2013
Requirement
Must be a public limited company incorporated under the Companies Act, 2013
Your position
Private limited companyConvert to a public limited company by special resolution and MCA filing. Typically 45–60 days. Plan this at least two quarters before filing the offer document.
Dematerialisation of securitiesmandatory
Not met
SEBI (ICDR) Regulations, 2018, Regulation 7(1)(b) and (c)
Requirement
All promoter and existing securities in demat form, with agreements in place with both depositories
Your position
Not fully dematerialisedObtain an ISIN and execute tripartite agreements with NSDL and CDSL through your RTA. Typically 3–4 weeks.
Peer-reviewed statutory auditor
Attention
Requirement
Statutory auditor must hold a valid ICAI Peer Review Board certificate
Your position
Not confirmed

Show the 14 tests met and 1 not applicable

Debarred from the capital market by SEBImandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 5(1)(a)
Requirement
Must not apply to the issuer, any of its promoters, its promoter group, its directors or any selling shareholder
Your position
Does not apply
Promoter or director of another SEBI-debarred companymandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 5(1)(b)
Requirement
Must not apply to any promoter or director of the issuer
Your position
Does not apply
Wilful defaulter or fraudulent borrowermandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 5(1)(c)
Requirement
Must not apply to the issuer itself, any of its promoters or any of its directors
Your position
Does not apply
Fugitive economic offendermandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 5(1)(d)
Requirement
Must not apply to any promoter or director of the issuer
Your position
Does not apply
Promoter or director linked to a compulsorily delisted companymandatory
Met
SEBI (Delisting of Equity Shares) Regulations, 2021, Regulation 34
Requirement
Must not apply to any promoter or director of the issuer
Your position
Does not apply
Insolvency proceedings admittedmandatory
Met
NSE/BSE listing eligibility checklist (Insolvency and Bankruptcy Code, 2016) — not an ICDR Regulation 5 limb
Requirement
Must not apply to the issuer
Your position
Does not apply
Winding-up petition admittedmandatory
Met
NSE/BSE listing eligibility checklist (Companies Act, 2013, s.271-272) — not an ICDR Regulation 5 limb
Requirement
Must not apply to the issuer
Your position
Does not apply
No outstanding convertible instrumentsmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 5(2)
Requirement
No outstanding convertible securities or other right to receive equity shares, other than employee stock options and SARs fully exercised before the red herring prospectus (Regulation 5(2)(a)-(b)), and fully paid-up convertibles required to convert on or before the red herring prospectus or prospectus (5(2)(c))
Your position
No outstanding convertible instruments declared
Net tangible assetsmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 6(1)(a)
Requirement
At least Rs 3 cr in each of the 3 preceding full financial years
Your position
3 of 3 years meet the floor (latest Rs 9.5 cr)
Monetary assets within net tangible assets
Met
SEBI (ICDR) Regulations, 2018, Regulation 6(1)(a), first proviso
Requirement
Not more than 50% of net tangible assets held in monetary assets (where a fresh issue is proposed)
Your position
13.5% of net tangible assets
Net worthmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 6(1)(c)
Requirement
At least Rs 1 cr in each of the 3 preceding full financial years
Your position
3 of 3 years meet the floor
Change of name testmandatory
n/a
SEBI (ICDR) Regulations, 2018, Regulation 6(1)(d)
Requirement
Applies only where the name changed within the last year
Your position
No name change declared
Issue size against pre-issue net worth (advisory)
Met
Requirement
Advisory only, not a SEBI test: issue size within 5x pre-issue net worth is a common sizing sanity-check
Your position
1.56x pre-issue net worth
Audited financial statementsmandatory
Met
Requirement
Audited financial statements for each of the three preceding financial years
Your position
3 of 3 years marked audited
General corporate purposes ceilingmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 7(2)
Requirement
Not more than 25% of the amount raised by the company (the fresh issue, excluding any offer for sale)
Your position
Rs 2 cr earmarked against a cap of Rs 3.75 cr

Criterion	Requirement	Your position	Status
Debarred from the capital market by SEBImandatorySEBI (ICDR) Regulations, 2018, Regulation 5(1)(a)	Must not apply to the issuer, any of its promoters, its promoter group, its directors or any selling shareholder	Does not apply	Met
Promoter or director of another SEBI-debarred companymandatorySEBI (ICDR) Regulations, 2018, Regulation 5(1)(b)	Must not apply to any promoter or director of the issuer	Does not apply	Met
Wilful defaulter or fraudulent borrowermandatorySEBI (ICDR) Regulations, 2018, Regulation 5(1)(c)	Must not apply to the issuer itself, any of its promoters or any of its directors	Does not apply	Met
Fugitive economic offendermandatorySEBI (ICDR) Regulations, 2018, Regulation 5(1)(d)	Must not apply to any promoter or director of the issuer	Does not apply	Met
Promoter or director linked to a compulsorily delisted companymandatorySEBI (Delisting of Equity Shares) Regulations, 2021, Regulation 34	Must not apply to any promoter or director of the issuer	Does not apply	Met
Insolvency proceedings admittedmandatoryNSE/BSE listing eligibility checklist (Insolvency and Bankruptcy Code, 2016) — not an ICDR Regulation 5 limb	Must not apply to the issuer	Does not apply	Met
Winding-up petition admittedmandatoryNSE/BSE listing eligibility checklist (Companies Act, 2013, s.271-272) — not an ICDR Regulation 5 limb	Must not apply to the issuer	Does not apply	Met
No outstanding convertible instrumentsmandatorySEBI (ICDR) Regulations, 2018, Regulation 5(2)	No outstanding convertible securities or other right to receive equity shares, other than employee stock options and SARs fully exercised before the red herring prospectus (Regulation 5(2)(a)-(b)), and fully paid-up convertibles required to convert on or before the red herring prospectus or prospectus (5(2)(c))	No outstanding convertible instruments declared	Met
Net tangible assetsmandatorySEBI (ICDR) Regulations, 2018, Regulation 6(1)(a)	At least Rs 3 cr in each of the 3 preceding full financial years	3 of 3 years meet the floor (latest Rs 9.5 cr)	Met
Monetary assets within net tangible assetsSEBI (ICDR) Regulations, 2018, Regulation 6(1)(a), first proviso	Not more than 50% of net tangible assets held in monetary assets (where a fresh issue is proposed)	13.5% of net tangible assets	Met
Average operating profit, with profit in every yearmandatorySEBI (ICDR) Regulations, 2018, Regulation 6(1)(b)	Average operating profit of at least Rs 15 cr across the preceding three years, WITH operating profit in each of those three years	Rs 3.15 cr average across the three years captured (FY 2025-26: Rs 4.04 cr; FY 2024-25: Rs 3.07 cr; FY 2023-24: Rs 2.33 cr); operating profit was positive in every yearA loss in any one of the three years fails this test even if the three-year average clears Rs 15 crore — the regulation requires operating profit in EACH year, not only on average. This assessment uses the three years captured in the form; Regulation 6(1)(b) does not offer a "best years of a longer window" alternative under the 2018 Regulations.	Not met
Net worthmandatorySEBI (ICDR) Regulations, 2018, Regulation 6(1)(c)	At least Rs 1 cr in each of the 3 preceding full financial years	3 of 3 years meet the floor	Met
Change of name testmandatorySEBI (ICDR) Regulations, 2018, Regulation 6(1)(d)	Applies only where the name changed within the last year	No name change declared	n/a
Issue size against pre-issue net worth (advisory)	Advisory only, not a SEBI test: issue size within 5x pre-issue net worth is a common sizing sanity-check	1.56x pre-issue net worth	Met
Promoter contribution lock-inSEBI (ICDR) Regulations, 2018, Regulation 16(1)(a) and 16(1)(b)	Minimum promoter contribution locked in for 18 months from allotment, extended to 36 months where more than 50% of the fresh-issue proceeds fund capital expenditure; shareholding above the minimum contribution is locked in separately for 6 months (12 months on the same capex test)	Structural requirement — confirm the capex share of the fresh issue with your merchant banker once the objects of the issue are finalised	Attention
Constitution of the issuermandatoryCompanies Act, 2013	Must be a public limited company incorporated under the Companies Act, 2013	Private limited companyConvert to a public limited company by special resolution and MCA filing. Typically 45–60 days. Plan this at least two quarters before filing the offer document.	Not met
Dematerialisation of securitiesmandatorySEBI (ICDR) Regulations, 2018, Regulation 7(1)(b) and (c)	All promoter and existing securities in demat form, with agreements in place with both depositories	Not fully dematerialisedObtain an ISIN and execute tripartite agreements with NSDL and CDSL through your RTA. Typically 3–4 weeks.	Not met
Audited financial statementsmandatory	Audited financial statements for each of the three preceding financial years	3 of 3 years marked audited	Met
Peer-reviewed statutory auditor	Statutory auditor must hold a valid ICAI Peer Review Board certificate	Not confirmed	Attention
General corporate purposes ceilingmandatorySEBI (ICDR) Regulations, 2018, Regulation 7(2)	Not more than 25% of the amount raised by the company (the fresh issue, excluding any offer for sale)	Rs 2 cr earmarked against a cap of Rs 3.75 cr	Met

Mainboard — ICDR Reg. 6(2) QIB route

Open in law; below practical scale

The substantive tests are met. 2 procedural steps remain: Constitution of the issuer, Dematerialisation of securities. Regulation 6(2) sets no profit or net worth test, so this route is open in law; but the company is below the scale at which institutional demand for 75% of the offer is realistic (see the advisory checks), so it is not recommended on these figures.

10/12

mandatory tests met

Book building with QIB allocation
Attention
SEBI (ICDR) Regulations, 2018, Regulation 6(2)
Requirement
Issue must be made through book building with at least 75% of the net offer allotted to qualified institutional buyers
Your position
Structural requirement — to be built into the issue design
Scale of operations (advisory)
Attention
Requirement
Advisory only, not a SEBI test: institutional demand for 75% of the offer realistically needs revenue of at least Rs 100 cr
Your position
Rs 42.92 cr
Net worth (advisory)
Attention
Requirement
Advisory only, not a SEBI test: a QIB-led book realistically needs net worth of at least Rs 25 cr
Your position
Rs 9.64 cr
Promoter contribution lock-in
Attention
SEBI (ICDR) Regulations, 2018, Regulation 16(1)(a) and 16(1)(b)
Requirement
Minimum promoter contribution locked in for 18 months from allotment, extended to 36 months where more than 50% of the fresh-issue proceeds fund capital expenditure; shareholding above the minimum contribution is locked in separately for 6 months (12 months on the same capex test)
Your position
Structural requirement — confirm the capex share of the fresh issue with your merchant banker once the objects of the issue are finalised
Constitution of the issuermandatory
Not met
Companies Act, 2013
Requirement
Must be a public limited company incorporated under the Companies Act, 2013
Your position
Private limited companyConvert to a public limited company by special resolution and MCA filing. Typically 45–60 days. Plan this at least two quarters before filing the offer document.
Dematerialisation of securitiesmandatory
Not met
SEBI (ICDR) Regulations, 2018, Regulation 7(1)(b) and (c)
Requirement
All promoter and existing securities in demat form, with agreements in place with both depositories
Your position
Not fully dematerialisedObtain an ISIN and execute tripartite agreements with NSDL and CDSL through your RTA. Typically 3–4 weeks.
Peer-reviewed statutory auditor
Attention
Requirement
Statutory auditor must hold a valid ICAI Peer Review Board certificate
Your position
Not confirmed

Show the 10 tests met

Debarred from the capital market by SEBImandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 5(1)(a)
Requirement
Must not apply to the issuer, any of its promoters, its promoter group, its directors or any selling shareholder
Your position
Does not apply
Promoter or director of another SEBI-debarred companymandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 5(1)(b)
Requirement
Must not apply to any promoter or director of the issuer
Your position
Does not apply
Wilful defaulter or fraudulent borrowermandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 5(1)(c)
Requirement
Must not apply to the issuer itself, any of its promoters or any of its directors
Your position
Does not apply
Fugitive economic offendermandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 5(1)(d)
Requirement
Must not apply to any promoter or director of the issuer
Your position
Does not apply
Promoter or director linked to a compulsorily delisted companymandatory
Met
SEBI (Delisting of Equity Shares) Regulations, 2021, Regulation 34
Requirement
Must not apply to any promoter or director of the issuer
Your position
Does not apply
Insolvency proceedings admittedmandatory
Met
NSE/BSE listing eligibility checklist (Insolvency and Bankruptcy Code, 2016) — not an ICDR Regulation 5 limb
Requirement
Must not apply to the issuer
Your position
Does not apply
Winding-up petition admittedmandatory
Met
NSE/BSE listing eligibility checklist (Companies Act, 2013, s.271-272) — not an ICDR Regulation 5 limb
Requirement
Must not apply to the issuer
Your position
Does not apply
No outstanding convertible instrumentsmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 5(2)
Requirement
No outstanding convertible securities or other right to receive equity shares, other than employee stock options and SARs fully exercised before the red herring prospectus (Regulation 5(2)(a)-(b)), and fully paid-up convertibles required to convert on or before the red herring prospectus or prospectus (5(2)(c))
Your position
No outstanding convertible instruments declared
Audited financial statementsmandatory
Met
Requirement
Audited financial statements for each of the three preceding financial years
Your position
3 of 3 years marked audited
General corporate purposes ceilingmandatory
Met
SEBI (ICDR) Regulations, 2018, Regulation 7(2)
Requirement
Not more than 25% of the amount raised by the company (the fresh issue, excluding any offer for sale)
Your position
Rs 2 cr earmarked against a cap of Rs 3.75 cr

Criterion	Requirement	Your position	Status
Debarred from the capital market by SEBImandatorySEBI (ICDR) Regulations, 2018, Regulation 5(1)(a)	Must not apply to the issuer, any of its promoters, its promoter group, its directors or any selling shareholder	Does not apply	Met
Promoter or director of another SEBI-debarred companymandatorySEBI (ICDR) Regulations, 2018, Regulation 5(1)(b)	Must not apply to any promoter or director of the issuer	Does not apply	Met
Wilful defaulter or fraudulent borrowermandatorySEBI (ICDR) Regulations, 2018, Regulation 5(1)(c)	Must not apply to the issuer itself, any of its promoters or any of its directors	Does not apply	Met
Fugitive economic offendermandatorySEBI (ICDR) Regulations, 2018, Regulation 5(1)(d)	Must not apply to any promoter or director of the issuer	Does not apply	Met
Promoter or director linked to a compulsorily delisted companymandatorySEBI (Delisting of Equity Shares) Regulations, 2021, Regulation 34	Must not apply to any promoter or director of the issuer	Does not apply	Met
Insolvency proceedings admittedmandatoryNSE/BSE listing eligibility checklist (Insolvency and Bankruptcy Code, 2016) — not an ICDR Regulation 5 limb	Must not apply to the issuer	Does not apply	Met
Winding-up petition admittedmandatoryNSE/BSE listing eligibility checklist (Companies Act, 2013, s.271-272) — not an ICDR Regulation 5 limb	Must not apply to the issuer	Does not apply	Met
No outstanding convertible instrumentsmandatorySEBI (ICDR) Regulations, 2018, Regulation 5(2)	No outstanding convertible securities or other right to receive equity shares, other than employee stock options and SARs fully exercised before the red herring prospectus (Regulation 5(2)(a)-(b)), and fully paid-up convertibles required to convert on or before the red herring prospectus or prospectus (5(2)(c))	No outstanding convertible instruments declared	Met
Book building with QIB allocationSEBI (ICDR) Regulations, 2018, Regulation 6(2)	Issue must be made through book building with at least 75% of the net offer allotted to qualified institutional buyers	Structural requirement — to be built into the issue design	Attention
Scale of operations (advisory)	Advisory only, not a SEBI test: institutional demand for 75% of the offer realistically needs revenue of at least Rs 100 cr	Rs 42.92 cr	Attention
Net worth (advisory)	Advisory only, not a SEBI test: a QIB-led book realistically needs net worth of at least Rs 25 cr	Rs 9.64 cr	Attention
Promoter contribution lock-inSEBI (ICDR) Regulations, 2018, Regulation 16(1)(a) and 16(1)(b)	Minimum promoter contribution locked in for 18 months from allotment, extended to 36 months where more than 50% of the fresh-issue proceeds fund capital expenditure; shareholding above the minimum contribution is locked in separately for 6 months (12 months on the same capex test)	Structural requirement — confirm the capex share of the fresh issue with your merchant banker once the objects of the issue are finalised	Attention
Constitution of the issuermandatoryCompanies Act, 2013	Must be a public limited company incorporated under the Companies Act, 2013	Private limited companyConvert to a public limited company by special resolution and MCA filing. Typically 45–60 days. Plan this at least two quarters before filing the offer document.	Not met
Dematerialisation of securitiesmandatorySEBI (ICDR) Regulations, 2018, Regulation 7(1)(b) and (c)	All promoter and existing securities in demat form, with agreements in place with both depositories	Not fully dematerialisedObtain an ISIN and execute tripartite agreements with NSDL and CDSL through your RTA. Typically 3–4 weeks.	Not met
Audited financial statementsmandatory	Audited financial statements for each of the three preceding financial years	3 of 3 years marked audited	Met
Peer-reviewed statutory auditor	Statutory auditor must hold a valid ICAI Peer Review Board certificate	Not confirmed	Attention
General corporate purposes ceilingmandatorySEBI (ICDR) Regulations, 2018, Regulation 7(2)	Not more than 25% of the amount raised by the company (the fresh issue, excluding any offer for sale)	Rs 2 cr earmarked against a cap of Rs 3.75 cr	Met

Section 6

Financial analysis

Derived from the figures you entered. All amounts in Rs lakh unless stated otherwise.

Derived figures

Derived figures
Figure	FY2025-26	FY2024-25	FY2023-24
Total revenue	4,292	3,649	3,128
EBITDA from operations	488	386	306
EBITDA including other income	500	395	314
EBIT	404	307	233
Profit before tax	262	176	115
Profit after tax	193.88	130.24	85.1
Net worth	964	770	640
Net tangible assets	950	754	622
Total debt	1,200	1,170	1,130
Total assets	2,879.8	2,556.4	2,298.2
Free cash flow to equity	76.28	86.78	37.6

Derived figures	FY 2025-26	FY 2024-25	FY 2023-24
Total revenue	4,292	3,649	3,128
EBITDA from operations	488	386	306
EBITDA including other income	500	395	314
EBIT	404	307	233
Profit before tax	262	176	115
Profit after tax	193.88	130.24	85.1
Net worth	964	770	640
Net tangible assets	950	754	622
Total debt	1,200	1,170	1,130
Total assets	2,879.8	2,556.4	2,298.2
Free cash flow to equity	76.28	86.78	37.6

Ratio analysis

Ratio analysis
Figure	FY2025-26	FY2024-25	FY2023-24
EBITDA margin	11.4%	10.6%	9.81%
Net profit margin	4.52%	3.57%	2.72%
Revenue growth	17.62%	16.66%	—
Return on equity	22.36%	18.47%	13.3%
Return on capital employed	19.69%	16.55%	13.16%
Debt to equity	1.24x	1.52x	1.77x
Interest coverage	2.85x	2.34x	1.97x
Current ratio	1.22	1.19	1.18
Debtor days	40.5 days	40.7 days	43.8 days
Inventory days	98 days	97.6 days	104.3 days
Creditor days	49 days	48.8 days	52.1 days
Cash conversion cycle	89.5 days	89.5 days	96 days
Asset turnover	1.58x	1.5x	1.36x
Operating cash flow to EBITDA	60.51%	60.59%	60.42%

Ratio analysis	FY 2025-26	FY 2024-25	FY 2023-24
EBITDA margin	11.4%	10.6%	9.81%
Net profit margin	4.52%	3.57%	2.72%
Revenue growth	17.62%	16.66%	—
Return on equity	22.36%	18.47%	13.3%
Return on capital employed	19.69%	16.55%	13.16%
Debt to equity	1.24x	1.52x	1.77x
Interest coverage	2.85x	2.34x	1.97x
Current ratio	1.22	1.19	1.18
Debtor days	40.5 days	40.7 days	43.8 days
Inventory days	98 days	97.6 days	104.3 days
Creditor days	49 days	48.8 days	52.1 days
Cash conversion cycle	89.5 days	89.5 days	96 days
Asset turnover	1.58x	1.5x	1.36x
Operating cash flow to EBITDA	60.51%	60.59%	60.42%

Section 7

Indicative valuation and issue size

A framing range only, built from sector multiples applied to the latest reported year.

Basis — profit after tax

Rs 1.94 cr

P/E range applied: 10x to 17x

Basis — EBITDA

Rs 4.88 cr

EV/EBITDA range: 6x to 10x

Indicative equity value

Rs 18.56 cr – Rs 38.08 cr

Indicative issue size at 26% dilution

Rs 6.52 cr – Rs 13.38 cr

How much an IPO could raise: 25%, 30% and 40% dilution

25% dilutionRs 6.19 cr – Rs 12.69 cr
Equity value after the issue Rs 24.75 cr – Rs 50.77 cr · promoters and group 75%
30% dilutionRs 7.95 cr – Rs 16.32 cr
Equity value after the issue Rs 26.51 cr – Rs 54.4 cr · promoters and group 70%
Promoters and their group would hold 70%, under 75%: special resolutions (such as changing the articles) would need other shareholders' votes.
40% dilutionRs 12.37 cr – Rs 25.39 cr
Equity value after the issue Rs 30.93 cr – Rs 63.47 cr · promoters and group 60%
Promoters and their group would hold 60%, under 75%: special resolutions (such as changing the articles) would need other shareholders' votes.

Dilution	Indicative amount raised	Equity value after the issue	Promoters and group after	Points to note
25%	Rs 6.19 cr – Rs 12.69 cr	Rs 24.75 cr – Rs 50.77 cr	75%	Nothing further to note at this level.
30%	Rs 7.95 cr – Rs 16.32 cr	Rs 26.51 cr – Rs 54.4 cr	70%	Promoters and their group would hold 70%, under 75%: special resolutions (such as changing the articles) would need other shareholders' votes.
40%	Rs 12.37 cr – Rs 25.39 cr	Rs 30.93 cr – Rs 63.47 cr	60%	Promoters and their group would hold 60%, under 75%: special resolutions (such as changing the articles) would need other shareholders' votes.

This is purely an indicative figure and affects and supports a lot of other attributes.

Amount raised = indicative equity value before the issue × dilution ÷ (100% − dilution), with every share in the issue newly issued by the company (no offer for sale by existing shareholders). The two figures are the low and high ends of the equity value range above.
A company valued at up to Rs 1,600 crore after the issue must offer at least 25% of its shares to the public (Securities Contracts (Regulation) Rules 1957, rule 19(2)(b)), so 25% is the usual floor.
A higher dilution raises more, but leaves the promoters a smaller share, and adds to paid-up capital, which the SME platforms cap at Rs 25 crore after the issue. The cost of the issue (the last section) comes out of the amount raised.

How to read this

This is an indicative range only, derived from sector multiples applied to the latest reported year’s EBITDA from operations and profit after tax. It is not a valuation opinion. Actual pricing depends on the restated financials, forward earnings, peer comparables at the time of the issue, market conditions and the book built by your merchant banker.

Section 8

Action plan

Sequenced so that the longest items on the critical path start first. Priority 1 items are on the critical path; everything else waits on them.

0-3 months

Priority 1Corporate structureOwner: Company secretary / consultant
Convert the company into a public limited company: pass the board and special resolutions, alter the memorandum and articles, and complete the MCA filings.
Only a public limited company can make a public issue. The conversion takes 45 to 60 days and the new name must then be updated across every licence, registration and bank mandate.
Priority 1Capital structureOwner: Company secretary / RTA
Appoint a registrar and transfer agent, obtain an ISIN, and dematerialise all existing securities with both NSDL and CDSL.
All securities must be in demat form before the offer document is filed. This takes three to four weeks and is frequently left too late.
Priority 1Capital structureOwner: Company secretary
Increase the shareholder base from 5 to at least seven members.
A public limited company requires a minimum of seven members.
Priority 1Related party exposureOwner: CFO
Recover or regularise Rs 38 L of loans and advances to related parties.
Outstanding related-party advances are a standard diligence objection and can attract Companies Act scrutiny.
Priority 1Board and governanceOwner: Board / nomination committee
Identify and appoint independent directors so that at least one-third of the board is independent, with a minimum of two to staff the committees.
Independent directors must be in place early enough to have genuinely participated in board and committee proceedings before filing.
Priority 1TeamOwner: Board
Appoint a whole-time company secretary.
Mandatory for a listed company, and the secretarial workstream of an IPO cannot be run without one.

3-6 months

Priority 1Board and governanceOwner: Company secretary
Constitute the audit committee (majority independent, independent chair), the nomination and remuneration committee (wholly non-executive, majority independent) and the stakeholders relationship committee, and begin holding minuted meetings.
The committees must be operating, not merely constituted on paper, by the time diligence begins.
Priority 1Financial reportingOwner: CFO / statutory auditor
Engage a peer-reviewed auditor to prepare restated financial statements for three years plus the stub period.
Restated financials are the single longest item on the critical path, typically eight to twelve weeks.
Priority 2Capital structureOwner: CFO / promoter
Decide the treatment of Rs 1.2 cr of promoter loans — convert to equity or repay from internal accruals.
Issue proceeds may not be used to repay promoter or related-party loans, so the position must be cleaned up before filing.
Priority 2ControlsOwner: Audit committee
Appoint an internal auditor and agree an annual internal audit plan with the audit committee.
A statutory requirement above prescribed thresholds and a baseline diligence expectation.
Priority 2Board and governanceOwner: Company secretary
Adopt the missing governance policies: related party transaction policy, whistleblower and vigil mechanism, risk management policy.
These policies are checked in the offer document and become continuing obligations after listing.
Priority 2ControlsOwner: CFO / internal auditor
Document the internal financial control framework, map risks to controls, and have the controls tested.
The statutory auditor must report on the adequacy and operating effectiveness of internal financial controls.
Priority 2Related party exposureOwner: CFO / audit committee
Map every related party transaction, benchmark pricing to arm's length, obtain audit committee approval, and reduce or exit transactions that cannot be justified.
Material related party transactions are disclosed prominently and are among the most heavily questioned items in an SME offer document.
Priority 2Legal and taxOwner: Legal counsel
Prepare a litigation and tax dispute schedule with the amount involved, current status and counsel's view for each matter, covering the company, promoters, directors and group entities.
The offer document requires a complete disclosure of outstanding litigation with quantified exposure.
Priority 2TransactionOwner: Promoter
Shortlist and appoint a SEBI-registered merchant banker with a genuine SME track record. Compare issue success rate, post-listing price performance, market-making capability and fee structure.
The merchant banker sets the pace of the entire process and their quality largely determines the outcome.
Priority 2TransactionOwner: CFO / merchant banker
Define the objects of the issue in specific, quantified terms, each supported by quotations, a bank appraisal or a valuer's estimate.
Vague objects attract regulatory queries and undermine investor confidence. General corporate purposes are capped at the lower of 15% of the fresh issue and Rs 10 crore on the SME platforms, and at 25% of the fresh issue on the mainboard.
Priority 2TransactionOwner: CFO
Build a three-year business plan with a bottom-up revenue model, tied directly to how the issue proceeds will be deployed.
Bankers and anchor investors price the forward story, not the historical accounts alone.
Priority 3Investor communicationOwner: CFO / promoter
Prepare an investor presentation that sets out the market, the moat, the growth plan and the use of proceeds.
Writing the equity story down is how you find out whether it holds together.

6-12 months

Priority 3TransactionOwner: Merchant banker
Appoint the remaining intermediaries — registrar, legal counsel, market maker (mandatory for three years on the SME platforms), banker to the issue and printer — and agree the filing calendar.
Sequencing the appointments early protects the timeline.

12-18 months

Priority 3TransactionOwner: Merchant banker
File the draft offer document, complete the 21-day public comment period and the exchange in-principle approval process, then launch the issue.
The final leg, once every preceding workstream is closed out.

Section 9

Indicative cost of the issue

Rs 60 L – Rs 1.5 cr

Indicative all-in cost including merchant banker fees, underwriting and market making, legal and due diligence, restatement and auditor fees, registrar, depository, exchange and SEBI fees, printing and marketing. Actual cost varies with issue size and complexity.

Where to go from here

This sample is built from dummy data, so there is nothing here to validate. Your own report is generated from your company's numbers, reviewed by Team Bpro before it is released, and carries the same sections you have just read. It takes about an hour to complete the assessment. If you would like to talk it through first, write to care@bpropms.com.

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Basis of preparation and limitations

Dummy data. This is a sample report. The company name is masked (XXXXX), its registration numbers and contact details are placeholders, and every figure in it is dummy data composed to show what a report contains. Nothing in it refers to any real company.

This report has been generated automatically from the information entered by the user on 23 September 2026. No verification of that information has been carried out, and no audit, review or due diligence procedures have been performed. Eligibility conclusions are tested against the rulebook version 2026.09.3, reflecting the SEBI (ICDR) Regulations and the NSE Emerge and BSE SME eligibility norms as understood at 28 September 2026. Those norms change, and the application of any norm to a particular company depends on facts that a questionnaire cannot capture.

Nothing in this report constitutes legal, accounting, tax, secretarial or investment advice, a recommendation to make a public issue, or an opinion on value. It must not be relied upon for any decision without independent verification by a SEBI-registered merchant banker, a peer-reviewed statutory auditor and legal counsel. No relationship of adviser and client arises from the generation or use of this report, and no liability is accepted for any action taken or not taken on the basis of it.

Designed and Developed by Dr.Babu Balakrishnan

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