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SEBI on SME IPO mandates stricter rules, including ₹1 crore operating profit in two of three years, capping OFS at 20%, and public feedback for IPO documents.
The Securities and Exchange Board of India (SEBI) has introduced stringent norms for Small and Medium Enterprises (SME) IPOs to improve financial stability and investor protection. Companies must now demonstrate an operating profit of ₹1 crore in at least two of the last three financial years. Furthermore, IPO proceeds cannot be used to repay loans from promoters or related parties.
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Profitability Requirement: Issuers must show ₹1 crore operating profit in two of three years.
OFS Cap: Selling shareholders can offer up to 20% of issue size or 50% of their holding.
Promoter Lock-In: Phased release of excess promoter holdings over two years.
DRHP Feedback: Draft IPO documents open for public comments for 21 days.
Loan Restrictions: Proceeds cannot repay loans to promoters or related parties.
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To ensure transparency, SEBI capped General Corporate Purpose (GCP) funds at 15% of the IPO size or ₹10 crore, whichever is lower. Lock-in periods for promoter holdings exceeding the minimum promoter contribution will now release in phases—50% after one year and the remainder after two years.
Key Regulation | Details |
Profitability Requirement | ₹1 crore operating profit in 2 of 3 years |
OFS Cap | Max 20% of issue size or 50% holding |
GCP Limit | 15% of funds raised or ₹10 crore |
Promoter Lock-In | Phased release over 2 years |
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To protect retail investors and improve disclosure, IPO draft documents must be available for public comments for 21 days, with announcements in newspapers. The allocation methodology for non-institutional investors (NIIs) has been aligned with the main board IPO framework.
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The enhanced rules by SEBI on SME IPO aim to foster stability, promote transparency, and ensure only financially robust SMEs enter the market. These measures align with SEBI’s broader objectives of strengthening investor confidence in the SME segment.
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