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Eligibility Criteria for being listed at DSE

Public Offer of Equity Securities - Key Application Requirements

General requirements (as per Rule 4, sub-rule (1) of BSEC (Public Offer of Equity Securities) Rules, 2025):

• The issuer must be a public limited company formed for perpetual business and operating as a going concern.
• Minimum Capital Requirement
  • Pre-IPO paid-up capital: at least Tk. 30 crore;
  • Minimum public offer: 10% of post-IPO paid-up capital;
  • Post-IPO paid-up capital must be at least Tk. 50 crore;
• Sponsors and directors must jointly hold minimum 30% of post-IPO paid-up capital at all times.
• The company must obtain Board approval specifying:
  • Decision to go public;
  • Offer size;
  • Method of issue;
• The issuer must have:
  • Profit in the latest financial year from core business;
  • No accumulated retained loss at application date;(Relaxed for regulated and greenfield companies, subject to business plan disclosure)
• No material change (including capital increase) is allowed after audited financial statements used in the prospectus.
• At least 90% of proceeds from any previous capital issue must have been utilized.
• Issue manager and its related parties:
  • Must not be connected with the issuer;
  • Must not hold issuer's securities before IPO; (Relaxation allowed for bidding under book-building with disclosure)
• • Financial Statements & Audit Compliance:
  • Financial statements must comply with IFRS/IAS;
  • Audit must follow ISA, Financial Reporting Act, 2015, Companies Act, 1994;
  • CEO & CFO must certify compliance with FRC Standards;
  • Auditor must issue compliance certificate and is responsible for audit accuracy
• Cost audit must be completed as per the Companies Act, 1994.
• Latest financial statements must be audited by BSEC-approved panel auditors.
• The issuer must be regular in holding Annual General Meetings (AGMs).
• Full compliance with BSEC Corporate Governance Code is mandatory.
• The issuer, its directors, and shareholders holding 5% or more shares must not be loan defaulters, as per Bangladesh Bank CIB report.
• At least 35% of the issue must be underwritten on a firm commitment basis.
• The issuer must fully comply with all prospectus preparation requirements under the Rules.
• Asset valuation must follow BSEC-issued valuation guidelines.
• No paid-up capital increase (cash or non-cash) within last 2 years, except:
  
  • Bonus shares
  • Approved collaborative investments
  • Rights issue
  • Strategic investor placement
  • PPP or state/foreign-majority companies
• Full history of capital raising since incorporation must be submitted, duly attested by the Managing Director or Chief Executive Officer and supported by:
  
  • Banker's certificate
  • Auditor's certificate
  • Bank statements (last 5 years or applicable period)
• Issuer must declare that it will submit quarterly audited reports on utilization of IPO proceeds within 10 days of quarter end.
• All convertible instruments must be fully converted into ordinary shares before IPO.

Additional requirements for the companies except green field company under fixed price method: (as per Rule 4, sub-rule (2) of BSEC (Public Offer of Equity Securities) Rules, 2025):

• Shares may be offered at par, premium, or discount.
• Post-IPO paid-up capital must not exceed Tk. 125 crore (Relaxed for regulated companies)
• If issued at premium, the issuer must:
  • Post-IPO paid-up capital must not exceed Tk. 125 crore;
  • Have at least 3 years of commercial operation;
  • Earn net profit and positive operating cash flow in last 2 years;
  • Obtain minimum single-A credit rating;

Additional requirements for green field company under fixed price method: (as per Rule 4, sub-rule (3) of BSEC (Public Offer of Equity Securities) Rules, 2025):

• Greenfield companies may issue shares only at par or discount;
• Post-IPO paid-up capital may exceed Tk. 125 crore;
• Must show positive projected net profit within 2 years, verified under ISAE-3400;
• Sponsors, directors, and strategic investors must collectively hold minimum 75% of post-IPO capital until 02 consecutive profitable years after IPO;
• Sponsors must demonstrate successful business history, including profitability and cash flow;
• Management must have adequate skill and experience to run the project;
• Detailed operational plan (including EPC contract, if applicable) must be in place;
• Prospectus cover page must clearly disclose that:
  • The company is a greenfield entity;
  • Investment risk is significantly higher than operating companies;

Additional requirements for book-building method: (as per Rule 4, sub-rule (4) of BSEC (Public Offer of Equity Securities) Rules, 2025):

• Shares must be offered only at the cut-off price determined through bidding.
• If pre-IPO paid-up capital or net worth is Tk. 500 crore or more, the company may offer less than 10% but not below 5% of post-IPO paid-up capital.
• The issuer must have at least 3 years of commercial operation.
• The issuer must have:
  • Net profit after tax, and
  • Positive net operating cash flow in each of the immediately preceding 2 financial years.
• The profitability and operational history requirements do not apply to:
  • PPP companies recognized by PPP Authority, or
  • Companies with majority state or foreign ownership.
• The issuer must have minimum single-A long-term credit rating from a BSEC-registered credit rating company.
• The issuer must execute separate agreements with the issue manager for Issue management, and registrar to the issue.

Additional requirements for repeat public offer (RPO): (as per Rule 4, sub-rule (5) of BSEC (Public Offer of Equity Securities) Rules, 2025):

• Information on RPO must be disclosed as price sensitive information:
  • Immediately after Board decision
  • After shareholder approval
  • After BSEC approval
• Initial disclosures must clearly state that the RPO is subject to BSEC approval.
• The RPO must be approved by:
  • Board of Directors
  • Shareholders in General Meeting
  • Bangladesh Securities and Exchange Commission
• At least 90% of proceeds from the previous public offer or rights issue must have been utilized and duly reported to BSEC.
• At least 35% of the RPO must be underwritten on a firm commitment basis.
• The issuer must have at least investment-grade credit rating from a BSEC-registered credit rating company.