SME IPO DRHP Checklist: Documents to Gather Before Filing

When a promoter tells me they want to file for an SME IPO in six months, my first question is not about valuation. It is whether they can produce every board minute, allotment filing, property document and tax return the bankers will ask for. The DRHP is a disclosure document, and every sentence in it must be backed by a document someone can hand over.

Merchant bankers and legal counsel run due diligence against a long request list. The companies that move fastest assemble that material before the bankers arrive. This is the checklist I use to get a company data-room ready. It complements, rather than repeats, our section-by-section guide to drafting the DRHP.

Corporate records: the history of every share

The capital build-up in the DRHP traces every allotment and transfer since incorporation, with dates, prices and the nature of consideration. You need the incorporation documents, every version of the memorandum and articles, the resolutions behind each allotment, the returns of allotment filed with the Registrar of Companies, valuation reports where the law required them, and share transfer records.

Gaps are common in companies that grew informally: an allotment with no filed return, a transfer with no stamped instrument, a private placement without the required offer letter. Many can be regularised through fresh filings, compounding or rectification, but that takes months, so find them in month one rather than month five.

• Incorporation and name change certificates, and every version of the MoA and AoA
• Board and general meeting minute books, with the resolutions behind every allotment and transfer
• ROC filings: returns of allotment, annual returns, financial statements and charge filings
• Statutory registers: members, directors and KMP, charges and related party contracts

Financials: restated statements and the auditor who signs them

The DRHP carries restated financial information for the last three financial years and any stub period, examined by an auditor who holds a valid peer review certificate from ICAI. If your statutory auditor is not peer reviewed, raise it early; a new auditor will want to understand the prior years before signing a restatement.

Bankers will also ask for what sits behind the audited accounts. The DRHP needs certified key performance indicators and ratios too, so decide early which KPIs you will report and make sure your systems can prove each number.

• Audited financial statements and tax audit reports for the restatement period
• Trial balances, ledgers, fixed asset register, inventory records and receivable ageing
• Loan sanction letters, security documents and lender consents for the IPO
• KPI definitions with the source data that supports each figure

Tax and statutory dues: the reconciliations bankers ask for

The DRHP discloses outstanding tax proceedings and statutory dues, and bankers test whether the company is current on them. Assemble income tax returns and assessment orders, GST returns reconciled between GSTR-1, GSTR-3B and the books, TDS returns reconciled with the books, and provident fund and ESI payment records.

Mismatches do not stop an IPO by themselves, but unexplained ones turn into risk factors or questions from the exchange. Clean them up, pay what is due, and keep a short written note explaining any difference that remains.

Business, property and licences

The business overview and the approvals section need evidence too. Collect title deeds or lease and licence agreements for every premises, with stamp duty and registration proof; factory licences, pollution control consents, fire NOCs and trade licences; and intellectual property registrations such as trademarks.

Then the material contracts: key customer and supplier agreements, distribution arrangements, joint ventures and every agreement with a promoter or group entity. Expired licences and unstamped leases are common findings, and both are fixable if found early.

Promoters, directors, KMP and group companies

The DRHP discloses the background, other interests and litigation of promoters, directors and key managerial personnel, and information about group companies. Each person signs certificates and undertakings, and the bankers check them against public records.

List every entity where a promoter or director holds a stake or position, then decide with your advisers which ones qualify as group companies under the materiality policy the board adopts. Litigation is often the slowest item, because it depends on searching court and tribunal records for every person and entity.

• KYC and supporting documents for each director and KMP biography
• Other directorships and shareholdings, with interest declarations
• Litigation searches and declarations for the company, promoters, directors and group companies
• Confirmation that no promoter or director is a wilful defaulter, fraudulent borrower or debarred person

Objects of the issue: quotations and plans that hold up

The use of proceeds has to be specific. For capital expenditure that means vendor quotations, a project report where relevant and a deployment schedule; for working capital, a computation of the requirement and its assumptions. Under the 2025 amendments, general corporate purposes in an SME issue are capped at the lower of 15% of the issue or Rs 10 crore, and issue proceeds cannot repay loans from promoters, the promoter group or related parties.

Quotations go stale, so date them close to filing and be ready to refresh them. If part of the project is funded by debt or internal accruals, keep the sanction letters and the working that shows those funds are firmly arranged.

How I run the data room

One folder per workstream, one owner per folder, and an index that maps every request item to a document or to a written explanation of why it does not exist. Name files consistently and keep version history.

Run a mock diligence before appointing the merchant banker. Gaps you find yourself are cheaper to fix than gaps a banker finds under a filing deadline. And budget promoter time: often only the promoters can locate an old agreement or explain a transaction from years ago.

Frequently asked questions

When should we start gathering documents for an SME IPO?

Before you appoint the merchant banker, and ideally several months before the target filing date. Corporate record gaps, an auditor change and licence renewals are the items that take longest to fix.

Does the auditor for restated financials need to be peer reviewed?

Yes. The ICDR rules require the restated financial information in the offer document to be examined by an auditor holding a valid peer review certificate from ICAI. If your statutory auditor does not hold one, plan the transition early.

What if some old records are missing?

Many gaps can be regularised through fresh filings, compounding or rectification, and some are handled through disclosure. What does not work is hoping the bankers will not ask. Find the gaps early and document each fix.

Does SEBI review the DRHP for an SME IPO?

For SME issues the offer document is vetted by the stock exchange and SEBI does not issue observations on it, though the ICDR rules still govern its content. Since the 2025 amendments the SME draft is also opened for public comments for 21 days.

Related guides

• DRHP drafting, section by section
• Pre-IPO structuring: the 18-month plan
• Choosing an SME IPO merchant banker
• Our advisory services