(i) Do you agree with the recommendation to empower the Monitoring Agency to directly submit its monitoring report to the Stock Exchange(s) within the prescribed timelines under the LODR Regulations?
(ii) Do you agree with the recommendation that in cases of non-cooperation by the listed entity, such report shall be accompanied by a Statement of Non-Cooperation and related aspects recommended by WG?
(Para 1.3 and 1.4, Page nos. 10-11 of the Working Group Report)
Do you agree with the recommendation that Stock Exchanges to levy fine of ₹50,000 per instance of non-cooperation by a listed entity reported by the Monitoring Agency, as per the Standard Operating Procedure, specified under Section VII-A of the Master Circular dated January 30, 2026?
(Para 2.3 and 2.4, Page no. 11 of the Working Group Report)
Do you agree with the recommendation that, in case of termination of the agreement between the listed entity and the Monitoring Agency before 100% utilization of the issue proceeds, both the listed entity and the existing Monitoring Agency shall ensure timely submission of the Report to the Stock Exchange(s) during the transition period?
(Para 3.3 and 3.4, Page nos. 12 of the Working Group Report)
Do you agree with the proposed harmonization measures and standardization of process of preparation and disclosure of report of monitoring agency and insertion of Regulation 32 A under LODR Regulations 2015 and other consequential amendments proposed in the relevant provisions of ICDR Regulations and LODR Regulations?
(Para 4.1 and 4.2, Page nos. 12-14 of the Working Group Report)
Do you agree with the recommendation to make appointment of the Monitoring Agency mandatory for all issuances (IPO on Main Board and SME, Further Public Offer, Preferential Issue and Qualified Institutions Placement), irrespective of the issue size (excluding the offer for sale by selling shareholders)?
(Para 5.3 and 5.4, Page no. 16 of the Working Group Report)
Do you agree with the recommendation to clarify that the Monitoring Agency shall monitor 100% utilization of the gross issue proceeds (excluding proceeds from the offer for sale by selling shareholders)?
(Para 6.3 and 6.4, Page no. 17 of the Working Group Report)
(i) Do you agree with the modification(s) proposed in format of report of monitoring agency as prescribed under Schedule XI of the ICDR Regulations?
(ii) Do you agree with the recommendation to shift format report of monitoring agency from Schedule XI of the ICDR Regulations to proposed draft circular to be issued under LODR Regulations?
(Para 7.3 and 7.4, Page nos. 17-18 of the Working Group Report)
Do you agree with the recommendation to do away with requirement for submission of the statutory auditor�s certificate under Regulation 262(5)?
(Para 8.3, Page no. 19 of the Working Group Report)
Do you agree with the recommendation to amend Regulation 262(6) of the ICDR to require submission of the statutory auditor's certificate on half-yearly basis instead of the current requirement of quarterly basis, to align with the half-yearly filing of financial results for SMEs under Regulation 33(5) of the LODR Regulations?
(Para 9.3, Page no. 20 of the Working Group Report)
(i) Do you agree with the recommendation that heading of Regulation 32 to be redrafted as �Statement of utilization including variation(s), if any?
(ii) Do you agree with the recommendation that the terms �deviations� or �deviations/variations� appearing under Regulation 32 to be omitted and substituted with the term �variation� to align the terminologies being used and consequential amendments under Section III-C and VII-A of the Master Circular on LODR and Regulation 46(2) of the LODR ?
(Para 10.3, Page no. 20 of the Working Group Report)
Do you agree with the recommendation to omit sub-regulation (7A) of Regulation 32 and amend Para (C)(10)(h) of Schedule V to require disclosure of the web-link for the report of the monitoring agency or statement of utilization including variation(s), as applicable under Regulation 32 or 32A?
(Para 11.3, Page no. 21 of the Working Group Report)
Do you agree with the recommendation that the provisions of proposed amended Regulation 32 of the LODR shall apply only to entities specifically exempted from the requirement of appointment of a Monitoring Agency under the relevant provisions of the ICDR Regulations?
(Para 12.3, Page no. 22 of the Working Group Report)
Do you agree with the recommended transitionary provisions for applicability of amended LODR Regulations and ICDR Regulations?
(Para 13.1, Page no. 22 of the Working Group Report)
Do you agree with the additional proposals of SEBI as specified in Table:1 of the consultation paper?
Do you agree with the proposal to replace the existing post-issue paid-up capital-based eligibility criterion with a post-issue market capitalization-based framework for determining the eligibility of an issuer to access the SME Platform? Please provide your comments with supporting rationale.
Do you agree with prescribing Rs. 1,000 crore as the threshold, such that an issuer having post-issue market capitalization up to Rs. 1,000 crore shall be required to access only the SME Platform? Please provide your comments with supporting rationale.
Do you agree with the proposal to permit an issuer having post-issue market capitalization above Rs. 1,000 crore and up to Rs. 4,000 crore to optionally access the SME Platform, subject to the requirement to present its restated consolidated financial statements prepared in accordance with Ind AS if any? Please provide your comments with supporting rationale.
Do you agree with the proposal that where an issuer has initially filed a DRHP/Pre-filed DRHP for a Main Board IPO, but its estimated post-issue market capitalization calculated at the offer price falls to Rs. 1,000 crore or below at the stage of filing the Red Herring Prospectus in case of book-building issue or prospectus in case of fixed price issue, the issuer should be required to re-file the draft offer document under the SME framework? Please provide your comments with supporting rationale.
Do you agree with the proposal that where an issuer has initially filed its DRHP under the SME framework and its estimated post-issue market capitalization subsequently exceeds Rs. 1,000 crore at the stage of filing the Red Herring Prospectus in case of book-building issue or prospectus in case of fixed price issue, the issuer may continue under the SME framework, subject to the upper threshold of Rs. 4,000 crore
Do you agree with the proposal that where an issuer has initially filed its DRHP under the SME framework and its post-issue market capitalization subsequently exceeds Rs. 4,000 crore at the stage of filing the Red Herring Prospectus in case of book-building issue or prospectus in case of fixed price issue, the issuer would be required to re-file the Pre-filed DRHP or DRHP under the Mainboard IPO Framework? Please provide your comments with supporting rationale.
Do you agree with replacing the existing requirement of completion of one full financial year after conversion with four consecutive completed quarters from the date of conversion or from the latest effective date of the qualifying business reorganisation, as applicable? Please provide your comments with supporting rationale.
Do you agree with the proposal to require such issuer to have filed at least one annual audited financial statement or part thereof prepared after the conversion or business reorganisation with the Registrar of Companies before filing the Draft Offer Document? Please provide your comments with supporting rationale.
Do you agree with the proposal to extend the applicability of Regulation 229(4) to cases where, pursuant to a business reorganisation, one or more businesses previously carried on by a proprietorship concern, partnership firm or LLP are carried on by the issuer, where the issuer derives more than 50% of its revenue from such business or businesses? Please provide your comments with supporting rationale.
Do you agree with the proposed definition of business reorganisation to include acquisition, transfer, vesting, succession, a scheme of arrangement or any other arrangement whereby one or more businesses previously carried on by a proprietorship concern, partnership firm or LLP are carried on by the issuer? Please provide your comments with supporting rationale.
Do you agree with permitting the historical operating track record of the proprietorship concern, partnership firm or LLP to be reckoned for determining compliance with the eligibility requirements under Chapter IX in cases covered by the provision? Please provide your comments with supporting rationale.
Do you agree with aligning the operating profitability requirement for the SME Platform with the Main Board framework by assessing profitability on an average basis over the preceding three financial years, based on the restated and consolidated financial statements? Please provide your comments with supporting rationale.
Do you agree with prescribing Rs. 3 crore per year as the minimum average operating profit for the preceding three financial years? Please provide your comments with supporting rationale.
Do you agree with the proposal to introduce Regulation 229(7) to permit an issuer that does not satisfy the profitability requirement under Regulation 229(6) to undertake an initial public offer through the book-building process, subject to at least 75% of the net offer being allotted to Qualified Institutional Buyers, while retaining the eligibility requirements under Regulations 229(3), 229(4) and 229(5)? Please provide your comments with supporting rationale.
Do you agree with the proposal to remove the Rs. 10 crore absolute ceiling on utilisation of issue proceeds towards General Corporate Purposes while retaining the existing ceiling of 15% of the amount being raised by the issuer? Please provide your comments with supporting rationale.
Do you agree with the proposal to introduce a dedicated regulatory framework for Offer for Sale in SME IPOs, setting out the applicable conditions and safeguards? Please provide your comments with supporting rationale.
Do you agree with the proposal to introduce a one-year holding period for securities offered through OFS, together with specified exemptions, in line with Regulation 8 of the ICDR Regulations ? Please provide your comments with supporting rationale.
Do you agree with the proposal to remove the existing 20% ceiling on the OFS component and the 50% ceiling on the shares offered by a selling shareholder, only in respect of QIB selling shareholders, subject to the proposed one-year holding-period requirement? Please provide your comments with supporting rationale.
Do you agree with the proposal to restrict the exemption available to QIB selling shareholders from the prescribed quantitative limits on Offer for Sale under Regulation 230A in respect of an issue undertaken pursuant to Regulation 229(7), in line with the approach under Regulation 8A of Chapter II? Please provide your comments with supporting rationale.
Do you agree with the proposal to remove the linkage of three-year lock-in, applicable to the minimum promoters contribution, to the date of commencement of commercial production and reckoning the lock-in period from the date of allotment in the initial public offer, in line with Mainboard Framework? Please provide your comments with supporting rationale.
Do you agree with the proposal to replace the existing staggered lock-in applicable to promoter's holding in excess of the minimum promoter's contribution, whereby 50% is locked in for two years and the remaining 50% for one year, with a uniform one-year lock-in from the date of allotment? Please provide your comments with supporting rationale.
Do you agree with the proposal to prescribe a one-year lock-in for specified securities held by the promoter group from the date of allotment? Please provide your comments with supporting rationale.
Do you agree with the proposal to reduce the lock-in applicable to pre-issue capital held by persons other than promoters and promoter group from one year to six months? Please provide your comments with supporting rationale.
Do you agree with the proposal to extend to SME issuers the depository mechanism for recording locked-in securities as 'non-transferable' in cases where lock-in cannot otherwise be created through the depository mechanism? Please provide your comments with supporting rationale.
Do you agree with the proposal to revise the minimum application requirement to four lots per application, with each lot having a minimum value of Rs. 25,000, resulting in a minimum application value of Rs. 1 lakh, with subsequent applications continuing to be made in multiples of the minimum lot size? Please provide your comments with supporting rationale.
Do you agree with the proposal to replace the reference to individual investors applying for the minimum application size with Retail Individual Investors and align the investor allocation framework with the Main Board framework? Please provide your comments with supporting rationale.
Do you agree with the proposal to prescribe, for an issue undertaken pursuant to Regulation 229(7), an allocation of not more than 10% of the net offer to Retail Individual Investors, not more than 15% to Non-Institutional Investors and not less than 75% to Qualified Institutional Buyers, in line with the allocation framework for issuers accessing Mainboard Platform. Please provide your comments with supporting rationale.
Do you agree with the proposal to expressly recognise Anchor Investor allocation in Regulation 253, permitting allocation of up to 60% of the portion available for allocation to QIBs to Anchor Investors in a book-built issue, subject to the conditions specified in Schedule XIII? Please provide your comments with supporting rationale.
Do you agree with retaining the existing one-third/two-thirds allocation framework for NIIs, while replacing the reference to 'more than two lots' with a minimum application value of Rs. 2 lakh for determining the respective NII sub-categories, in alignment with the Main Board framework? Please provide your comments with supporting rationale.
Do you agree with the proposal to provide that the allotment of specified securities to each Retail Individual Investor shall not be less than one minimum lot, subject to availability of shares in the RII category, with the remaining shares, if any, allotted on a proportionate basis without linkage to the minimum lot size? Please provide your comments with supporting rationale.
Do you agree with the proposal to increase the minimum number of allottees in an SME IPO from 200 to 500? Please provide your comments with supporting rationale.
Do you agree with the proposal to omit Part A2 of Schedule XIV, which provides an illustration of the procedure for allotment to Non-Institutional Investors in an SME public issue? Please provide your comments with supporting rationale.
Do you agree with the proposal to rationalize the trading lot for securities listed on the SME Platform to one share, thereby eliminating the restriction arising from the prescribed trading lot and facilitating greater accessibility and flexibility in secondary-market transactions? Please provide your comments with supporting rationale.
Do you agree with the proposal to remove the requirement for 100% underwriting of the issue and the additional requirement for Lead Manager(s) to underwrite 15% of the issue on their own account, and apply the Main Board underwriting framework to SME public issues, under which the unsubscribed portion of the issue is fully underwritten? Please provide your comments with supporting rationale.
Do you agree with the proposal to introduce a minimum subscription requirement for SME public issues, aligned with the minimum subscription requirement prescribed under Regulation 45? Please provide your comments with supporting rationale.
Do you agree with the proposal to omit the requirement under Regulation 264(5) for obtaining confirmation from the Registrar to the Issue that at least 90% of the offer has been subscribed prior to announcement of closure of the issue, in view of the proposed minimum subscription requirement? Please provide your comments with supporting rationale.
Do you agree with the proposal to remove the requirement of compulsory market making for SME securities, including the associated market-maker inventory and other mandatory arrangements? Please provide your comments with supporting rationale.
Do you agree with the proposal to remove migration from the Main Board to the SME Platform and retain the SME Platform as a pathway for issuers to graduate to the Main Board? Please provide your comments with supporting rationale.
Do you agree with the proposal to permit optional migration from the SME Platform to the Main Board where the issuer's market capitalisation is Rs. 1,000 crore or more but less than Rs. 4,000 crore, subject to fulfilment of the criteria specified by the Main Board Exchange? Please provide your comments with supporting rationale.
Do you agree that, considering the issuer would become subject to the Main Board regulatory framework upon migration, approval of the Board of Directors may be considered sufficient for such migration? Please provide your comments with supporting rationale.
Do you agree with the proposal to remove the existing mandatory migration requirement linked to post-issue paid-up capital exceeding Rs. 25 crore pursuant to a further issue of capital? Please provide your comments with supporting rationale.
Do you agree with the proposal that mandatory migration to the Main Board may be triggered where the issuer post-issue market capitalisation exceeds Rs. 4,000 crore, subject to fulfilment of the criteria specified by the Main Board Exchange? Please provide your comments with supporting rationale.
Do you agree with the proposal that, for determining the applicable market capitalisation thresholds, market capitalisation shall be calculated in the manner as may be specified by the Board? Please provide your comments with the supporting rationale.
Do you agree with the proposal to amend the provisions relating to securities eligible for computation of minimum promoters contribution, including by incorporating the corresponding requirements applicable to Main Board issues? Please provide your comments with supporting rationale.
Do you agree with the proposal to amend the provisions relating to the disclosure and due-diligence responsibilities of Lead Manager(s) to incorporate the additional requirements applicable to Main Board issues? Please provide your comments with supporting rationale.
Do you agree with the proposal to amend the provisions relating to updation and filing of the offer document with the SME Exchange, including incorporation of the corresponding requirements applicable to Main Board issues? Please provide your comments with supporting rationale.
Do you agree with the proposal to introduce in the SME framework the requirement for submission of specified certificates at the Draft Offer Document stage, in line with the Main Board framework? Please provide your comments with supporting rationale.
Do you agree with the proposal to amend the provisions relating to price bands and differential pricing to incorporate the corresponding Main Board requirements? Please provide your comments with supporting rationale.
Do you agree with the proposal to amend the provisions relating to pre-issue advertisements and post-issue responsibilities to incorporate the corresponding Main Board requirements and rationalise the SME-specific provisions, wherever appropriate? Please provide your comments with supporting rationale.
Do you agree with the proposal to the consequential amendments necessary to give effect to the proposed alignment of the SME framework with the Main Board framework? Please provide your comments with supporting rationale.
Do you agree with the proposed transition provisions for implementation of the revised SME framework, including the proposed treatment of draft offer documents, issues at different stages of the offer process, existing SME-listed issuers, trading lot, lock-in and market-making requirements, and migration to the Main Board? If not, please provide your
suggestions along with the rationale thereof.