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IPO Eligibility Criteria & Requirements

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The first time I tried to understand IPO rules, it reminded me of scanning hostel notice boards in college — each line seemed to carry a new condition, and overlooking even one could cause confusion. IPO eligibility works in a similar way. At its core, it is about meeting the minimum standards required for a company to enter the stock exchange.

These standards encompass several key areas: financial strength, business track record, governance practices, and the level of transparency the company is willing to maintain. In India, the framework is divided into two categories — Mainboard IPOs, designed for larger companies, and SME IPOs, created for smaller businesses.

Requirements of IPO Eligibility for Mainboard & SME IPO

For sectors such as microfinance or stockbroking, the regulations often include additional requirements, adding another layer to the process

Mainboard IPO Requirements

When I first heard about Mainboard IPOs, the comparison that came to mind was a big sports tournament — only the larger and more established teams make it here. In the same way, Mainboard IPOs are designed for companies that meet certain benchmarks. One of the key requirements is a post-issue paid-up capital of at least Rs. 10 crore. But that figure is only the starting point. There are additional conditions related to financial history, governance, and compliance that determine whether a company is truly ready to step into this bigger league.

Additionally Read: How to apply for an IPO

SEBI IPO Eligibility Criteria

SEBI offers two doors to enter — the Profitability Route or the QIB Route.

Entry Norm I: Profitability Route

  • Net worth of at least Rs. 1 crore in the last three years.

  • Net tangible assets of Rs. 3 crore or more in the last three years.

  • Fresh issues should not have more than 50% in cash or equivalents.

  • Average pre-tax profit of Rs. 15 crore in three of the last five years.

  • If the company has changed its name, at least 50% of revenue from the last year must come under the new name.

  • Pre-issue valuation cannot be more than five times the company’s net worth.

Entry Norm II: QIB Route

  • IPO must follow the book-building process.

  • At least 75% of the issue reserved for qualified institutional buyers (QIBs).

  • If this minimum allotment is not achieved, the money has to be refunded.

The Profitability Route is like saying “look at my past record,” while the QIB Route is like saying “trust me, the big guys have my back.”

SEBI Requirements for Directors/Promoters/Founders/Investors

NSE IPO Eligibility Criteria

NSE adds its own seasoning to SEBI’s recipe:

  • At least one promoter with three years of industry experience.

  • Issuer must submit audited annual reports for the last three years.

  • For issues less than Rs. 500 crore, net worth must be positive.

  • Post-paid-up equity of more than Rs. 10 crore.

  • Market capitalisation of over Rs. 25 crore.

BSE IPO Eligibility

On the BSE side, the rules are similar but not identical:

  • Issue size should be at least Rs. 10 crore.

  • Post-paid-up equity must be over Rs. 10 crore.

  • Market capitalisation of at least Rs. 25 crore.

Other IPO Requirements

This is where it feels like the fine print on a loan agreement:

  • Prior consent from BSE is required if the company wants to use its name in the offer document.

  • The company must apply to one or more exchanges, selecting one as the primary exchange.

  • Arrangement with a depository (CDSL or NSDL) is mandatory for dematerialisation.

  • Promoters must hold shares in demat form before filing the DRHP.

  • A deposit of 1% of the issue amount must be held with the chosen stock exchange.

  • No bankruptcy proceedings should be pending in NCLT or BIFR.

  • The company should have sought IPO applications for at least three years. Alternatively, it could be a partnership converted into a company or have promoters incorporated for the same period.

SME IPO Requirements

Not every company can play on the mainboard. For smaller and mid-sized companies, there’s the SME platform. Personally, I find this space more exciting because it allows ambitious businesses without long track records to raise money and grow.

BSE SME IPO Eligibility

  • Net tangible assets of at least Rs. 1.5 crore (recent results).

  • Net worth of at least Rs. 1.5 crore.

  • Distributable profits for two out of three preceding years.

  • Positive net worth and operational history of three years.

  • A functional company website.

  • Agreement with depositories for dematerialisation.

Additional BSE SME table

Eligibility

Requirement

Net worth

At least Rs. 1 crore for last 2 years

Operating profits

Positive in 2 of the last 3 years

Leverage ratio

Less than 3:1

Net tangible assets

Rs. 3 crore in the last fiscal year

Track record

Minimum 3 years of operations

Additional Criteria for Microfinance Companies

If you are a microfinance company, expect more hurdles:

  • At least 70% of loan portfolio must qualify as microfinance loans.

  • Minimum Net Owned Funds of Rs. 5 crore (Rs. 2 crore for North-Eastern states).

  • Must be registered with RBI or hold NBFC-MFI status.

  • Compliance with capital adequacy and provisioning norms.

Additional IPO Eligibility Criteria for Broking Companies

For stockbroking firms:

  • SEBI registration is mandatory.

  • The company must exist for at least five years.

  • Minimum net worth as per the exchange.

  • Positive net worth and profitability in two of three years.

  • Must comply with capital adequacy and other regulatory norms.

NSE SME IPO Eligibility

  • The issuer should be registered under the Companies Act (1956 or 2013).

  • Promoters jointly/individually must hold at least 20% post-issue capital.

  • Three years of operational track record.

  • At least one promoter with three years’ industry experience.

  • Positive operating profit and net worth in two out of three years.

  • No pending cases with NCLT.

Conclusion

At first glance, IPO eligibility looks like a mountain of rules. And to be honest, it kind of is. But once you break it down, it makes sense. SEBI, NSE, and BSE are not trying to make life hard; they’re trying to protect retail investors like us.

Because when you or I put money into an IPO, we are not just buying stock — we’re buying trust in a company’s future. And trust, as I’ve learned the hard way in both markets and life, has to be earned.

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