What the SME exemption covers
| Provision | SME position |
|---|---|
| Regs 17 to 22, 24, 24A, 25 to 27 (board, committees, subsidiaries, secretarial compliance report, ID rules, governance report) | Exempt under Reg 15(2)(a). The Companies Act versions of these still apply in full. |
| Reg 23 related party transactions | Applies from 1 April 2025 if paid-up exceeds ₹10 cr or net worth exceeds ₹25 cr at the previous year end; 6 months to comply after crossing; stops only after 3 straight years below both. Material RPT: lower of ₹50 cr or 10% of annual consolidated turnover. Whether the November 2025 turnover-graded thresholds change this for SMEs verify |
| Reg 33 results | Half-yearly within 45 days; annual audited within 60 days. Quarterly is optional. |
| Reg 46 website | All of it except clauses (b) to (i) and (t). |
| Reg 47 newspaper ads, Schedule V paras C to E | Exempt. |
| BRSR, Reg 43A dividend policy, Reg 30(11) rumour verification | Apply only to the top 1,000 (or top 100/250) by market cap, so not in practice. |
| Further issue taking paid-up above ₹25 cr | The company may stay on the SME platform, but main-board LODR applies, including governance and quarterly results. |
Day-one set-up
| Item | Reference | Notes |
|---|---|---|
| Compliance officer | LODR Reg 6 | Qualified company secretary, full-time employee and KMP, not more than one level below the board. |
| Share transfer agent | Reg 7 | Change of RTA intimated within 7 days. |
| Listing agreement and fees | Reg 14 | Annual listing fee by 30 April. |
| Policies | Reg 9, Reg 30(4), Reg 23 | Preservation of documents; materiality of events with KMP authorised under Reg 30(5); RPT policy where Reg 23 applies; archival of disclosures on the website for 5 years. |
| Insider trading | PIT Regs 3(5), 8, 9 | Code of fair disclosure, code of conduct, designated persons list, structured digital database. UPSI covers 17 more events from 10 June 2025. |
| Website | Reg 46 | Policies, MoA and AoA, director profiles, investor contacts, all exchange disclosures. |
| Investor grievances | SCORES; SEBI ODR | Register on SCORES 2.0 (21-day resolution) and link the ODR portal on the website. |
Periodic filings
| Filing | Reference | SME timing |
|---|---|---|
| Financial results | Reg 33 | Half-yearly in 45 days; annual in 60 days |
| Statement of deviation in use of proceeds | Reg 32 | With half-yearly and annual results until the money is used |
| Monitoring agency report | ICDR Reg 262 | Quarterly, where the fresh issue exceeds ₹50 cr; otherwise an auditor's certificate with results |
| RPT disclosure | Reg 23(9) | Half-yearly with results, where Reg 23 applies |
| Shareholding pattern | Reg 31 | Half-yearly in 21 days; within 10 days of a capital change above 2% |
| Investor grievance statement | Reg 13(3) | Quarterly, in Integrated Filing (Governance) within 30 days |
| Share capital reconciliation audit | DP Regs Reg 76 | Quarterly in 30 days |
| Certificate on demat requests | DP Regs Reg 74(5) | Quarterly in 15 days |
| SDD compliance certificate | PIT Reg 3(5); exchange circulars of 18 Oct 2024 | Annual, within 60 days of 31 March, from a practising CS |
| Promoter encumbrance declaration | SAST Reg 31(4) | Within 7 working days of 31 March |
| Annual report | Reg 34 | By the date of dispatch to shareholders |
The compliance chart works out the next due date for each of these.
Event-based disclosures
| Event | Reference | Clock |
|---|---|---|
| Board meeting notice | Reg 29 | At least 2 working days before (for results), excluding both dates |
| Board meeting outcome | Reg 30 | 30 minutes; 3 hours if the meeting ends after market hours (and 3 hours before the next session) |
| Material events | Reg 30 | 12 hours if internal; 24 hours if external; 72 hours for certain litigation |
| Materiality test | Reg 30(4)(i)(c) | Lower of 2% of turnover, 2% of net worth, or 5% of 3-year average absolute PAT, on audited consolidated figures |
| Record date | Reg 42 | 3 working days' notice (was 7) |
| Voting results | Reg 44(3) | 2 working days after the meeting, with the scrutiniser's report |
| Insider trades | PIT Reg 7(2) | Above ₹10 lakh in a quarter: 2 trading days to the company, 2 more to the exchange |
| Trading window | PIT Schedule B | Closed from period end until 48 hours after results |
| Substantial acquisitions | SAST Reg 29 | Crossing 5%, then every 2% change: 2 working days |
| Encumbrance | SAST Reg 31 | 7 working days |
Fines and escalation
| Regulation missed | Exchange fine (plus 18% GST) |
|---|---|
| Reg 6(1), 7(1), 13(3), 32(1) | ₹1,000 a day |
| Reg 31, 34 | ₹2,000 a day |
| Reg 33, 23(9) | ₹5,000 a day |
| Reg 29(2)/(3), 42, 44(3) | ₹10,000 an instance |
- The exchange issues a notice; the company has 15 days to comply and pay.
- If not, promoters get a 10-day notice, then their entire demat holdings are frozen.
- Missing Regs 31, 33 or 34 for two consecutive periods leads to suspension and a move to trade-for-trade.
- Six more months of non-compliance after suspension starts compulsory delisting.
Fine schedule from the SEBI SOP (January 2020), now in the LODR master circular of 11 November 2024. Changes to amounts in 2025-26 verify.
SME market rules
- Market making: compulsory for 3 years from listing (ICDR Reg 261).
- Surveillance: SME scrips fall under the exchanges' ASM and GSM frameworks, price bands and trade-for-trade settlement.
- Migration: criteria are on the IPO readiness page.
Items marked verify rest on secondary sources or conflicting reports; check them against the primary text before relying on them. Items marked proposed are not law yet.