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Preliminary IPO readiness assessmentSample
Sample SME IPO readiness report: IT services, Technopark Thiruvananthapuram
Sample C — XXXXX LLP · dummy data · company name masked. Thiruvananthapuram, Kerala.
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)
Early Stage
Assessment
The business is not yet positioned for a public issue. The focus for the next 18 months should be on profitability, formalisation and clean audited records.
Recommended route
No route yet — see the routing note below
Realistic run-up to filing
about 24 months
Section 1
Executive summary
Sample C — XXXXX LLP scores 47 out of 100 on this preliminary assessment, placing it in the "Early Stage" band. On the latest reported year the company recorded revenue of Rs 14.66 cr, operating EBITDA of Rs 78 L and profit after tax of Rs 26.6 L, on a net worth of Rs 1.67 cr.
Across the three-year track record revenue has compounded at 117.11% a year, with an EBITDA margin of 5.34% and a return on equity of 18.03% in the closing year. Leverage stands at 1.56:1 with interest cover of 2.58 times.
One issue stands between the company and a public issue today: SME operating profit test not met. This must be resolved before any other workstream matters. On the current profile the realistic run-up to a filing is around 24 months.
The strongest area of the profile is statutory, legal and financial compliance at 83.3%, and the area needing most attention is corporate governance and board readiness at 4.7%. The action plan in this report puts the critical-path work first — resolving the blockers, the corporate conversion and the capital-structure clean-up, among others — since it takes the longest and everything else waits on it.
Routing rationale
No platform's substantive tests are met on the information provided. NSE Emerge (SME platform) is the nearest target, needing work on: Operating profit test. Regulation 6(2) sets no profit or net worth test, so the mainboard QIB route is open in law, but at the current scale institutional demand for 75% of the offer is unlikely, so it is not recommended on these figures. The action plan below is built around closing those gaps.
How the headline score was arrived at
The weighted score across the six dimensions came out higher than the score shown above. It has been capped, for the reasons below, because a company cannot be described as ready on the strength of its financials alone.
- The headline score is capped at 47 because at least one finding is a blocker: on the information given, a public issue is not possible until it is resolved.
- Separately, no listing route’s substantive eligibility tests are met on the figures provided. Taken alone this would limit the score to 50, but the 47 ceiling above already applies.
- Separately, corporate governance and board readiness scores only 4.7% — a dimension this weak governs the whole timetable, whatever the others look like. Taken alone this would limit the score to 55, but the 47 ceiling above already applies.
- Separately, the company must first complete one full financial year as a company (ICDR Regulation 229(4)), so the SME draft offer document cannot be filed before about July 2028 — and a filing more than 12 months away cannot be called near ready. Taken alone this would limit the score to 64, but the 47 ceiling above already applies.
- Separately, 2 high-severity findings would delay or derail a filing — a company cannot be described as IPO ready while any of them stands. Taken alone this would limit the score to 72, but the 47 ceiling above already applies.
- Separately, transaction readiness scores only 34.7% — having no defined objects of the issue, no intermediaries and no equity story does not make a company unlistable, but it does mean it is not yet ready to go. Taken alone this would limit the score to 78, but the 47 ceiling above already applies.
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.
SME operating profit test not met
Operating EBITDA reached Rs 1 cr in none of the last three years, against a requirement of 2. Since the 2025 amendments (ICDR Regulation 229(6)) this is a hard gate on both SME platforms, and no mainboard route is realistically open on these figures.
What to do: Build and sustain operating profit above Rs 1 crore for two of the three years preceding filing. Model the path explicitly — pricing, mix, fixed-cost absorption — and examine whether discretionary promoter remuneration, personal expenses routed through the company, or aggressive pricing are suppressing reported EBITDA; these are usually correctable in the year before filing.
Not yet a public limited company
Only a public limited company incorporated under the Companies Act, 2013 can make a public issue. On the SME platforms the company must then exist for one full financial year (April to March) before the draft offer document is filed (ICDR Regulation 229(4)). Not yet converted into a company. If the conversion is completed by about December 2026, the first full financial year as a company is FY 2027-28, so the earliest realistic filing is around July 2028.
What to do: Convert the firm or LLP into a company, and then a public limited company, as early as possible: a conversion that slips past 1 April pushes the first full financial year as a company, and so the SME filing, back by a year. Have the firm’s accounts for the track-record years recast to Schedule III and certified by a peer-reviewed auditor so its history counts towards the track record.
Profit is not converting into operating cash
Operating cash flow was positive in only 1 of the three years, despite the reported profit record.
What to do: Investigate receivable ageing, inventory build-up and the quality of revenue recognition. A persistent gap between profit and cash is the most common cause of a diligence-stage failure.
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.
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.
Key management appointments outstanding
The company does not yet have a company secretary and a chief financial officer.
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.
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.
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.
No woman director on the board
A woman director is a statutory requirement for a listed company.
What to do: Appoint a woman director as part of the board reconstitution exercise.
Section 3
What is working in your favour
- Revenue compounding at 117.11% a year, which gives the equity story real momentum.
- Return on equity of 18.03%, 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.
- Statutory, legal and financial compliance scores 83.3% — 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
Gaps in this dimension
- Profit after tax was positive in only 2 of the three years. Investors and the exchange both read an unbroken profit record as the baseline.
- Operating EBITDA was positive in only 2 of the three years, which weakens the core SME profitability test.
- EBITDA margin of 5.34% is thin. Margin quality drives both eligibility and pricing — review product mix, pricing discipline and the treatment of owner remuneration.
- Debt to equity of 1.56:1 is high for a listing candidate and will be questioned in due diligence.
- Interest cover of 2.58x leaves little cushion if earnings soften.
- Operating cash flow was positive in only 1 of the three years. Profit that does not convert to cash is the single most common due-diligence flag.
Regulatory eligibility — measured against NSE Emerge (SME platform)
Gaps in this dimension
- 1 substantive eligibility test not met, which caps this dimension however well the rest of the matrix reads.
- One full financial year as a company (time-bound): Not yet converted into a company. If the conversion is completed by about December 2026, the first full financial year as a company is FY 2027-28, so the earliest realistic filing is around July 2028. Complete the statutory conversion into a company as early as possible — a conversion that slips past 1 April pushes the first full financial year, and the filing, back by a year. Have the firm’s accounts for the track-record years recast to Schedule III and certified by a peer-reviewed auditor so the predecessor track record counts (Regulation 229(3), first proviso).
- Operating profit test: 0 of 3 years qualify (FY 2025-26: Rs 78 L; FY 2024-25: Rs 41 L; FY 2023-24: Rs -24 L). This is the single hardest SME gate. Build operating profit above Rs 1 crore and sustain it for two of three years before filing. Review pricing, product mix, and whether owner remuneration and non-business expenses are suppressing reported EBITDA.
- Constitution of the issuer: Limited liability partnership. Convert the firm into a company, and that company into a public limited company. On the SME platforms the company must then have existed for one full financial year (April to March) before the draft offer document is filed (ICDR Regulation 229(4)), and the firm’s own track record counts only if its accounts are recast to Schedule III and certified by a peer-reviewed auditor (Regulation 229(3)).
- 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.
Corporate governance and board readiness
Gaps in this dimension
- A board of 2 is below the minimum of three directors required for a public limited company.
- Independent directors are 0 of 2. At least one-third of the board must be independent, and in practice you need a minimum of two to staff the committees.
- No woman director. This is a statutory requirement for a listed company and must be in place before listing.
- No audit committee. This is the first committee to constitute, with a majority of independent directors and an independent chair.
- 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.
Statutory, legal and financial compliance
Gaps in this dimension
- 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.
Capital structure and shareholding
Gaps in this dimension
- Promoter holding of 100% needs attention: after dilution the promoters must still hold at least 20% of post-issue capital, locked in for three years.
- Securities are not fully dematerialised. Obtain an ISIN and complete demat with both depositories — allow three to four weeks.
- Only 3 shareholders. A public limited company requires a minimum of seven members.
- Rs 45 L 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
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)
Not eligible1 substantive test is not met: Operating profit test.
19/23
mandatory tests met
One full financial year as a company (time-bound)mandatory
Not metSEBI (ICDR) Regulations, 2018, Regulation 229(4)
- Requirement
- An issuer that was a proprietorship, partnership firm or LLP must have existed as a company for at least one full financial year (April to March) before the draft offer document is filed, with its post-conversion restated accounts under Schedule III
- Your position
- Not yet converted into a company. If the conversion is completed by about December 2026, the first full financial year as a company is FY 2027-28, so the earliest realistic filing is around July 2028Complete the statutory conversion into a company as early as possible — a conversion that slips past 1 April pushes the first full financial year, and the filing, back by a year. Have the firm’s accounts for the track-record years recast to Schedule III and certified by a peer-reviewed auditor so the predecessor track record counts (Regulation 229(3), first proviso).
Operating profit testmandatory
Not metSEBI (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
- 0 of 3 years qualify (FY 2025-26: Rs 78 L; FY 2024-25: Rs 41 L; FY 2023-24: Rs -24 L)This is the single hardest SME gate. Build operating profit above Rs 1 crore and sustain it for two of three years before filing. Review pricing, product mix, and whether owner remuneration and non-business expenses are suppressing reported EBITDA.
Constitution of the issuermandatory
Not metCompanies Act, 2013
- Requirement
- Must be a public limited company incorporated under the Companies Act, 2013
- Your position
- Limited liability partnershipConvert the firm into a company, and that company into a public limited company. On the SME platforms the company must then have existed for one full financial year (April to March) before the draft offer document is filed (ICDR Regulation 229(4)), and the firm’s own track record counts only if its accounts are recast to Schedule III and certified by a peer-reviewed auditor (Regulation 229(3)).
Dematerialisation of securitiesmandatory
Not metSEBI (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
ShowHide the 20 tests met
Debarred from the capital market by SEBImandatory
MetSEBI (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
MetSEBI (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
MetSEBI (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
MetSEBI (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
MetSEBI (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
MetNSE/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
MetNSE/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
MetSEBI (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
- 3.2 years since incorporation
Positive net worthmandatory
MetNSE Emerge eligibility criteria — net worth should be positive
- Requirement
- Net worth must be positive in the latest full financial year
- Your position
- Rs 1.67 cr in FY 2025-26
Positive free cash flow to equitymandatory
MetNSE 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
- 2 of 3 years positive (FY 2025-26: Rs 69.2 L; FY 2024-25: Rs 90.3 L; FY 2023-24: Rs -20 L)
No material regulatory action against the company in the last 3 yearsmandatory
MetNSE 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
- 1.56:1 in the latest year
Post-issue paid-up capitalmandatory
MetSEBI (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 1.76 cr (estimated at 26% assumed dilution)
Minimum promoter contributionmandatory
MetSEBI (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 100%; approx. 74% post-issue at assumed dilution
Stability of promoter groupmandatory
MetSEBI (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
MetSEBI (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
MetSEBI (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 90 L earmarked against a cap of Rs 90 L
Use of proceeds — promoter and related-party loansmandatory
MetSEBI (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 | 3.2 years since incorporation | Met |
| One full financial year as a company (time-bound)mandatorySEBI (ICDR) Regulations, 2018, Regulation 229(4) | An issuer that was a proprietorship, partnership firm or LLP must have existed as a company for at least one full financial year (April to March) before the draft offer document is filed, with its post-conversion restated accounts under Schedule III | Not yet converted into a company. If the conversion is completed by about December 2026, the first full financial year as a company is FY 2027-28, so the earliest realistic filing is around July 2028Complete the statutory conversion into a company as early as possible — a conversion that slips past 1 April pushes the first full financial year, and the filing, back by a year. Have the firm’s accounts for the track-record years recast to Schedule III and certified by a peer-reviewed auditor so the predecessor track record counts (Regulation 229(3), first proviso). | Not 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 | 0 of 3 years qualify (FY 2025-26: Rs 78 L; FY 2024-25: Rs 41 L; FY 2023-24: Rs -24 L)This is the single hardest SME gate. Build operating profit above Rs 1 crore and sustain it for two of three years before filing. Review pricing, product mix, and whether owner remuneration and non-business expenses are suppressing reported EBITDA. | Not met |
| Positive net worthmandatoryNSE Emerge eligibility criteria — net worth should be positive | Net worth must be positive in the latest full financial year | Rs 1.67 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 | 2 of 3 years positive (FY 2025-26: Rs 69.2 L; FY 2024-25: Rs 90.3 L; FY 2023-24: Rs -20 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 | Limited liability partnershipConvert the firm into a company, and that company into a public limited company. On the SME platforms the company must then have existed for one full financial year (April to March) before the draft offer document is filed (ICDR Regulation 229(4)), and the firm’s own track record counts only if its accounts are recast to Schedule III and certified by a peer-reviewed auditor (Regulation 229(3)). | 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) | 1.56:1 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 1.76 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 100%; approx. 74% 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 90 L earmarked against a cap of Rs 90 L | 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
Not eligible2 substantive tests are not met: Operating profit test, Net tangible assets.
21/27
mandatory tests met
One full financial year as a company (time-bound)mandatory
Not metSEBI (ICDR) Regulations, 2018, Regulation 229(4)
- Requirement
- An issuer that was a proprietorship, partnership firm or LLP must have existed as a company for at least one full financial year (April to March) before the draft offer document is filed, with its post-conversion restated accounts under Schedule III
- Your position
- Not yet converted into a company. If the conversion is completed by about December 2026, the first full financial year as a company is FY 2027-28, so the earliest realistic filing is around July 2028Complete the statutory conversion into a company as early as possible — a conversion that slips past 1 April pushes the first full financial year, and the filing, back by a year. Have the firm’s accounts for the track-record years recast to Schedule III and certified by a peer-reviewed auditor so the predecessor track record counts (Regulation 229(3), first proviso).
Operating profit testmandatory
Not metSEBI (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
- 0 of 3 years qualify (FY 2025-26: Rs 78 L; FY 2024-25: Rs 41 L; FY 2023-24: Rs -24 L)This is the single hardest SME gate. Build operating profit above Rs 1 crore and sustain it for two of three years before filing. Review pricing, product mix, and whether owner remuneration and non-business expenses are suppressing reported EBITDA.
Net tangible assetsmandatory
Not met- Requirement
- At least Rs 3 cr in the latest full financial year
- Your position
- Rs 1.49 crNet tangible assets are total assets less intangible assets (as defined in AS 26 or Ind AS 38) and all outside liabilities. Strengthen them through retained earnings, a promoter infusion, or by converting promoter loans to equity.
Functional websitemandatory
Not metBSE SME eligibility criteria — functional website
- Requirement
- The company must have a functional website
- Your position
- No website declaredLaunch a functional company website, with an investor relations section, before applying.
Constitution of the issuermandatory
Not metCompanies Act, 2013
- Requirement
- Must be a public limited company incorporated under the Companies Act, 2013
- Your position
- Limited liability partnershipConvert the firm into a company, and that company into a public limited company. On the SME platforms the company must then have existed for one full financial year (April to March) before the draft offer document is filed (ICDR Regulation 229(4)), and the firm’s own track record counts only if its accounts are recast to Schedule III and certified by a peer-reviewed auditor (Regulation 229(3)).
Dematerialisation of securitiesmandatory
Not metSEBI (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
ShowHide the 21 tests met and 1 not applicable
Debarred from the capital market by SEBImandatory
MetSEBI (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
MetSEBI (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
MetSEBI (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
MetSEBI (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
MetSEBI (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
MetNSE/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
MetNSE/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
MetSEBI (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
- 3.2 years since incorporation
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 1.67 cr; FY 2024-25: Rs 1.28 cr)
Operating profit in the latest yearmandatory
MetBSE 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 78 L in FY 2025-26
No change in promoters in the last yearmandatory
MetBSE 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
MetBSE 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
Change of name testmandatory
n/aBSE 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
MetBSE SME eligibility criteria — leverage ratio
- Requirement
- Debt to equity not more than 3:1
- Your position
- 1.56:1 in the latest year
Post-issue paid-up capitalmandatory
MetSEBI (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 1.76 cr (estimated at 26% assumed dilution)
Minimum promoter contributionmandatory
MetSEBI (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 100%; approx. 74% post-issue at assumed dilution
Stability of promoter groupmandatory
MetSEBI (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
MetSEBI (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
MetSEBI (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 90 L earmarked against a cap of Rs 90 L
Use of proceeds — promoter and related-party loansmandatory
MetSEBI (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 | 3.2 years since incorporation | Met |
| One full financial year as a company (time-bound)mandatorySEBI (ICDR) Regulations, 2018, Regulation 229(4) | An issuer that was a proprietorship, partnership firm or LLP must have existed as a company for at least one full financial year (April to March) before the draft offer document is filed, with its post-conversion restated accounts under Schedule III | Not yet converted into a company. If the conversion is completed by about December 2026, the first full financial year as a company is FY 2027-28, so the earliest realistic filing is around July 2028Complete the statutory conversion into a company as early as possible — a conversion that slips past 1 April pushes the first full financial year, and the filing, back by a year. Have the firm’s accounts for the track-record years recast to Schedule III and certified by a peer-reviewed auditor so the predecessor track record counts (Regulation 229(3), first proviso). | Not 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 | 0 of 3 years qualify (FY 2025-26: Rs 78 L; FY 2024-25: Rs 41 L; FY 2023-24: Rs -24 L)This is the single hardest SME gate. Build operating profit above Rs 1 crore and sustain it for two of three years before filing. Review pricing, product mix, and whether owner remuneration and non-business expenses are suppressing reported EBITDA. | Not met |
| Net tangible assetsmandatory | At least Rs 3 cr in the latest full financial year | Rs 1.49 crNet tangible assets are total assets less intangible assets (as defined in AS 26 or Ind AS 38) and all outside liabilities. Strengthen them through retained earnings, a promoter infusion, or by converting promoter loans to equity. | Not 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 1.67 cr; FY 2024-25: Rs 1.28 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 78 L 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 | No website declaredLaunch a functional company website, with an investor relations section, before applying. | Not 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 | Limited liability partnershipConvert the firm into a company, and that company into a public limited company. On the SME platforms the company must then have existed for one full financial year (April to March) before the draft offer document is filed (ICDR Regulation 229(4)), and the firm’s own track record counts only if its accounts are recast to Schedule III and certified by a peer-reviewed auditor (Regulation 229(3)). | 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 | 1.56:1 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 1.76 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 100%; approx. 74% 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 90 L earmarked against a cap of Rs 90 L | 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 eligible2 substantive tests are not met: Net tangible assets, Average operating profit, with profit in every year.
11/15
mandatory tests met
Net tangible assetsmandatory
Not metSEBI (ICDR) Regulations, 2018, Regulation 6(1)(a)
- Requirement
- At least Rs 3 cr in each of the 3 preceding full financial years
- Your position
- 0 of 3 years meet the floor (latest Rs 1.49 cr)
Average operating profit, with profit in every yearmandatory
Not metSEBI (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 22.33 L average across the three years captured (FY 2025-26: Rs 62 L; FY 2024-25: Rs 32 L; FY 2023-24: Rs -27 L); operating profit was NOT 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
AttentionSEBI (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 metCompanies Act, 2013
- Requirement
- Must be a public limited company incorporated under the Companies Act, 2013
- Your position
- Limited liability partnershipConvert the firm into a company, and that company into a public limited company. On the SME platforms the company must then have existed for one full financial year (April to March) before the draft offer document is filed (ICDR Regulation 229(4)), and the firm’s own track record counts only if its accounts are recast to Schedule III and certified by a peer-reviewed auditor (Regulation 229(3)).
Dematerialisation of securitiesmandatory
Not metSEBI (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
Track record of a converted firm
AttentionSEBI (ICDR) Regulations, 2018, Regulations 6 and 7, Explanation (II)
- Requirement
- Where the issuer was a partnership firm or LLP, the firm’s operating-profit track record counts only if its financial statements are recast to the Schedule III format and certified by the statutory auditor. (The SME platforms’ one-full-financial-year rule, Regulation 229(4), does not apply on the mainboard.)
- Your position
- Applies — the business was, or still is, a firm
ShowHide the 13 tests met and 1 not applicable
Debarred from the capital market by SEBImandatory
MetSEBI (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
MetSEBI (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
MetSEBI (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
MetSEBI (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
MetSEBI (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
MetNSE/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
MetNSE/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
MetSEBI (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
Monetary assets within net tangible assets
MetSEBI (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
- 41.6% of net tangible assets
Net worthmandatory
MetSEBI (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/aSEBI (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
- 3.59x 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
MetSEBI (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 90 L earmarked against a cap of Rs 1.5 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 | 0 of 3 years meet the floor (latest Rs 1.49 cr) | Not 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) | 41.6% 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 22.33 L average across the three years captured (FY 2025-26: Rs 62 L; FY 2024-25: Rs 32 L; FY 2023-24: Rs -27 L); operating profit was NOT 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 | 3.59x 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 | Limited liability partnershipConvert the firm into a company, and that company into a public limited company. On the SME platforms the company must then have existed for one full financial year (April to March) before the draft offer document is filed (ICDR Regulation 229(4)), and the firm’s own track record counts only if its accounts are recast to Schedule III and certified by a peer-reviewed auditor (Regulation 229(3)). | 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 90 L earmarked against a cap of Rs 1.5 cr | Met |
| Track record of a converted firmSEBI (ICDR) Regulations, 2018, Regulations 6 and 7, Explanation (II) | Where the issuer was a partnership firm or LLP, the firm’s operating-profit track record counts only if its financial statements are recast to the Schedule III format and certified by the statutory auditor. (The SME platforms’ one-full-financial-year rule, Regulation 229(4), does not apply on the mainboard.) | Applies — the business was, or still is, a firm | Attention |
Mainboard — ICDR Reg. 6(2) QIB route
Open in law; below practical scaleThe 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
AttentionSEBI (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 14.66 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 1.67 cr
Promoter contribution lock-in
AttentionSEBI (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 metCompanies Act, 2013
- Requirement
- Must be a public limited company incorporated under the Companies Act, 2013
- Your position
- Limited liability partnershipConvert the firm into a company, and that company into a public limited company. On the SME platforms the company must then have existed for one full financial year (April to March) before the draft offer document is filed (ICDR Regulation 229(4)), and the firm’s own track record counts only if its accounts are recast to Schedule III and certified by a peer-reviewed auditor (Regulation 229(3)).
Dematerialisation of securitiesmandatory
Not metSEBI (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
Track record of a converted firm
AttentionSEBI (ICDR) Regulations, 2018, Regulations 6 and 7, Explanation (II)
- Requirement
- Where the issuer was a partnership firm or LLP, the firm’s operating-profit track record counts only if its financial statements are recast to the Schedule III format and certified by the statutory auditor. (The SME platforms’ one-full-financial-year rule, Regulation 229(4), does not apply on the mainboard.)
- Your position
- Applies — the business was, or still is, a firm
ShowHide the 10 tests met
Debarred from the capital market by SEBImandatory
MetSEBI (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
MetSEBI (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
MetSEBI (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
MetSEBI (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
MetSEBI (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
MetNSE/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
MetNSE/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
MetSEBI (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
MetSEBI (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 90 L earmarked against a cap of Rs 1.5 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 14.66 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 1.67 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 | Limited liability partnershipConvert the firm into a company, and that company into a public limited company. On the SME platforms the company must then have existed for one full financial year (April to March) before the draft offer document is filed (ICDR Regulation 229(4)), and the firm’s own track record counts only if its accounts are recast to Schedule III and certified by a peer-reviewed auditor (Regulation 229(3)). | 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 90 L earmarked against a cap of Rs 1.5 cr | Met |
| Track record of a converted firmSEBI (ICDR) Regulations, 2018, Regulations 6 and 7, Explanation (II) | Where the issuer was a partnership firm or LLP, the firm’s operating-profit track record counts only if its financial statements are recast to the Schedule III format and certified by the statutory auditor. (The SME platforms’ one-full-financial-year rule, Regulation 229(4), does not apply on the mainboard.) | Applies — the business was, or still is, a firm | Attention |
Section 6
Financial analysis
Derived from the figures you entered. All amounts in Rs lakh unless stated otherwise.
Derived figures
| Figure | FY2025-26 | FY2024-25 | FY2023-24 |
|---|---|---|---|
| Total revenue | 1,466 | 823 | 311 |
| EBITDA from operations | 78 | 41 | -24 |
| EBITDA including other income | 84 | 44 | -23 |
| EBIT | 62 | 32 | -27 |
| Profit before tax | 38 | 21 | -29 |
| Profit after tax | 26.6 | 14.7 | -29 |
| Net worth | 167 | 128 | 107 |
| Net tangible assets | 149 | 116 | 101 |
| Total debt | 260 | 120 | 20 |
| Total assets | 644.6 | 374.2 | 161.1 |
| Free cash flow to equity | 69.2 | 90.3 | -20 |
| Derived figures | FY 2025-26 | FY 2024-25 | FY 2023-24 |
|---|---|---|---|
| Total revenue | 1,466 | 823 | 311 |
| EBITDA from operations | 78 | 41 | -24 |
| EBITDA including other income | 84 | 44 | -23 |
| EBIT | 62 | 32 | -27 |
| Profit before tax | 38 | 21 | -29 |
| Profit after tax | 26.6 | 14.7 | -29 |
| Net worth | 167 | 128 | 107 |
| Net tangible assets | 149 | 116 | 101 |
| Total debt | 260 | 120 | 20 |
| Total assets | 644.6 | 374.2 | 161.1 |
| Free cash flow to equity | 69.2 | 90.3 | -20 |
Ratio analysis
| Figure | FY2025-26 | FY2024-25 | FY2023-24 |
|---|---|---|---|
| EBITDA margin | 5.34% | 5% | -7.74% |
| Net profit margin | 1.81% | 1.79% | -9.32% |
| Revenue growth | 78.13% | 164.63% | — |
| Return on equity | 18.03% | 12.51% | -27.1% |
| Return on capital employed | 18.37% | 17.07% | -21.26% |
| Debt to equity | 1.56x | 0.94x | 0.19x |
| Interest coverage | 2.58x | 2.91x | -13.5x |
| Current ratio | 1.29 | 1.2 | 2.3 |
| Debtor days | 81.2 days | 52.1 days | 43.8 days |
| Inventory days | 0 days | 0 days | 0 days |
| Creditor days | 427.5 days | 377.2 days | 438 days |
| Cash conversion cycle | -346.3 days | -325.1 days | -394.2 days |
| Asset turnover | 2.88x | 3.07x | 1.93x |
| Operating cash flow to EBITDA | -45.24% | 27.27% | — |
| Ratio analysis | FY 2025-26 | FY 2024-25 | FY 2023-24 |
|---|---|---|---|
| EBITDA margin | 5.34% | 5% | -7.74% |
| Net profit margin | 1.81% | 1.79% | -9.32% |
| Revenue growth | 78.13% | 164.63% | — |
| Return on equity | 18.03% | 12.51% | -27.1% |
| Return on capital employed | 18.37% | 17.07% | -21.26% |
| Debt to equity | 1.56x | 0.94x | 0.19x |
| Interest coverage | 2.58x | 2.91x | -13.5x |
| Current ratio | 1.29 | 1.2 | 2.3 |
| Debtor days | 81.2 days | 52.1 days | 43.8 days |
| Inventory days | 0 days | 0 days | 0 days |
| Creditor days | 427.5 days | 377.2 days | 438 days |
| Cash conversion cycle | -346.3 days | -325.1 days | -394.2 days |
| Asset turnover | 2.88x | 3.07x | 1.93x |
| Operating cash flow to EBITDA | -45.24% | 27.27% | — |
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 26.6 L
P/E range applied: 18x to 32x
Basis — EBITDA
Rs 78 L
EV/EBITDA range: 12x to 20x
Indicative equity value
Rs 4.79 cr – Rs 13.62 cr
Indicative issue size at 26% dilution
Rs 1.68 cr – Rs 4.79 cr
How much an IPO could raise: 25%, 30% and 40% dilution
25% dilutionRs 1.6 cr – Rs 4.54 cr
Equity value after the issue Rs 6.39 cr – Rs 18.16 cr · promoters and group 75%
30% dilutionRs 2.05 cr – Rs 5.84 cr
Equity value after the issue Rs 6.84 cr – Rs 19.46 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 3.19 cr – Rs 9.08 cr
Equity value after the issue Rs 7.98 cr – Rs 22.7 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.
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
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 1Blocker resolutionOwner: Promoter and board
Build and sustain operating profit above Rs 1 crore for two of the three years preceding filing. Model the path explicitly — pricing, mix, fixed-cost absorption — and examine whether discretionary promoter remuneration, personal expenses routed through the company, or aggressive pricing are suppressing reported EBITDA; these are usually correctable in the year before filing.
Operating EBITDA reached Rs 1 cr in none of the last three years, against a requirement of 2. Since the 2025 amendments (ICDR Regulation 229(6)) this is a hard gate on both SME platforms, and no mainboard route is realistically open on these figures.
- Priority 1Corporate structureOwner: Company secretary / consultant
Convert the firm/LLP into a company, and then a public limited company, as early as possible, and have the firm’s accounts for the track-record years recast to Schedule III and certified by a peer-reviewed auditor.
Only a public limited company can make a public issue, and on the SME platforms the company must then have existed for one full financial year (April to March) before the draft offer document is filed (ICDR Regulation 229(4)). Not yet converted into a company. If the conversion is completed by about December 2026, the first full financial year as a company is FY 2027-28, so the earliest realistic filing is around July 2028. The firm’s track record counts only if its accounts are recast and certified (Regulation 229(3)).
- 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 3 to at least seven members.
A public limited company requires a minimum of seven members.
- 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 1Board and governanceOwner: Board
Appoint a woman director.
A statutory requirement for a listed company.
- 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.
- Priority 1TeamOwner: Promoter
Appoint a chief financial officer with listed-company or transaction experience.
Someone must own the restated accounts, the offer document numbers and the investor conversation. This is the highest-leverage hire in the entire process.
- Priority 3Investor communicationOwner: Marketing
Build a company website with an investor relations section.
Expected of a listing candidate and becomes a continuing disclosure obligation after listing.
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 45 L 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: code of conduct, 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 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.
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
