IPO Consultant in Delhi: CA Murli Chandak’s Guide to Mainboard and SME IPO Readiness for Delhi-NCR’s Trading, Services and Family-Owned Business Groups

In short: Delhi’s own stock exchange predates most of India’s currently active bourses. The Delhi Stock Exchange was incorporated on 25 June 1947. It grew into India’s fifth recognised stock exchange, with terminals reaching more than 50 cities across North India and, at its peak, over 3,000 listed companies. It traded for nearly seven decades before SEBI’s exit order closed it down in January 2017.

What has grown in its place is not a single-sector story. Chennai has its auto-component base and Bengaluru its SaaS cluster; Delhi’s strength is the sheer administrative and commercial density of India’s capital region. Delhi (NCT) carries the second-highest number of registered companies of any Indian state or Union Territory, behind only Maharashtra. Its economy spans a wholesale-trading base — Chandni Chowk, Sadar Bazar and Karol Bagh — through to Gurugram’s fintech corridor and Noida’s electronics-manufacturing belt. The region also sits minutes from the institutions that administer the IPO process, including the Ministry of Corporate Affairs and SEBI’s Northern Regional Office.

The Ministry’s own February 2026 reorganisation split the erstwhile Registrar of Companies, Delhi & Haryana into three separate offices: ROC NCT of Delhi-I, ROC NCT of Delhi-II, and a standalone ROC Haryana. This is a genuinely new fact that any Delhi-NCR company preparing statutory filings now needs to get right. Two recent mainboard listings show what the region’s public-markets pipeline looks like in practice. Awfis Space Solutions, headquartered in New Delhi’s Qutab Institutional Area, listed in May 2024 on a roughly ₹599 crore issue as a profitable, conventionally-eligible business. PB Fintech (Policybazaar), headquartered in Gurugram, raised roughly ₹5,710 crore in November 2021 as a still-loss-making platform business relying on SEBI’s QIB book-building route.

This guide explains how an IPO consultant in Delhi fits alongside the merchant banker, the current eligibility tests for the mainboard and SME routes, the step-by-step process to T+3 listing, realistic timelines and costs, and the governance and post-listing obligations that begin on listing day. It also covers how I support Delhi-NCR companies through the readiness, financial-preparation and valuation work that decides whether a listing succeeds.

By CA Murli Chandak, FCA — Fellow Chartered Accountant and IBBI-Registered Valuer (Securities or Financial Assets), registration IBBI/RV/07/2021/14408, with 8+ years in valuation, audit and advisory practice. Regulatory citations verified against SEBI, NSE, NSDL and MCA sources as at September 2026.

Contents

1. 1. Why Delhi-NCR Companies Are Looking at an IPO in 2026
2. 2. What an IPO Consultant Does, and How the Role Sits Alongside the Merchant Banker
3. 3. Mainboard vs SME IPO: Eligibility Under the ICDR Regulations
4. 4. IPO Readiness Assessment: What to Test Before Appointing Anyone
5. 5. The IPO Process Step by Step
6. 6. DRHP vs RHP: The Two Offer Documents
7. 7. Financial Preparation: Restatement, KPIs and Related-Party Clean-Up
8. 8. Governance Readiness Under LODR and the Insider Trading Regulations
9. 9. How Long an IPO Takes and What It Costs
10. 10. Post-Listing Compliance: What Changes on Listing Day
11. 11. Common IPO Readiness Mistakes Delhi-NCR Companies Make
12. 12. IPO Readiness Services From CA Murli Chandak
13. 13. Frequently Asked Questions
14. Discuss Your IPO Readiness

1. Why Delhi-NCR Companies Are Looking at an IPO in 2026

A capital-market history older than most people assume

Delhi’s relationship with organised capital markets goes back further than most people assume. The Delhi Stock Exchange was incorporated on 25 June 1947, as an amalgamation of the Delhi Stock and Share Brokers’ Association Limited and the Delhi Stocks and Shares Exchange Limited. It grew into India’s fifth recognised stock exchange, with terminals connected to more than 50 cities across North India. At its peak it carried over 3,000 listed companies.

SEBI’s tightened net-worth and turnover criteria for regional exchanges caught up with DSE in stages. A SEBI Whole Time Member order of 19 November 2014 found “serious irregularities” in the exchange’s demutualisation process. The Finance Ministry formally withdrew its recognition in March 2016. SEBI’s exit order of January 2017 finally allowed DSE to leave the stock-exchange business voluntarily, on broadly the same terms as its regional counterparts in Chennai, Hyderabad and Bengaluru. The entity survives today as DSE Estates Limited, no longer permitted to use the words “stock exchange” in its name.

A capital region built on density, not one industry

What has grown in the capital’s place is unlike any other city in this series. Delhi (NCT) carries the second-highest number of registered companies of any Indian state or Union Territory, trailing only Maharashtra, according to Ministry of Corporate Affairs data. This reflects the sheer density and diversity of the region’s corporate base, not any single dominant industry. That base includes:

• Centuries-old wholesale trading markets — Chandni Chowk, Sadar Bazar and Karol Bagh — for textiles, electronics, hardware and general merchandise.
• Export houses in Okhla Industrial Area, shipping garments, handicrafts and leather goods to overseas buyers.
• Gurugram’s fintech, financial-services and global-capability-centre corridor.
• Noida and Greater Noida’s electronics and mobile-handset manufacturing belt.
• A large population of family-owned business groups, several now two or three generations deep, gradually professionalising their governance.

Few Indian cities combine this much sectoral variety with this much administrative weight. The region sits a short drive from the Ministry of Corporate Affairs and SEBI’s Northern Regional Office at Sansad Marg. Following the Ministry’s reorganisation of Registrar of Companies jurisdictions effective 16 February 2026, it now has three separate ROC offices covering the NCT of Delhi and its surrounding Haryana and Uttar Pradesh districts (Section 5 sets out exactly which office now handles which filing).

Two listings, two very different eligibility routes

Two recent mainboard listings show how differently this base can approach the public markets. Awfis Space Solutions is headquartered in New Delhi’s Qutab Institutional Area and is India’s largest flexible workspace-solutions provider by number of centres. It listed on the NSE and BSE in May 2024 on an issue of roughly ₹599 crore — a ₹128 crore fresh issue plus a ₹471 crore offer for sale — priced at ₹383 per share, with ICICI Securities as book running lead manager. As a profitable business, it met the conventional three-year profitability test.

PB Fintech, the Gurugram-headquartered parent of Policybazaar and Paisabazaar, took a different route. It was still reporting a net loss of roughly ₹150 crore for FY21 when it raised approximately ₹5,710 crore in November 2021. The issue was book-built, with three-quarters of the offer reserved for Qualified Institutional Buyers, relying on its market position and growth story rather than a profit track record.

Between these two poles sit a large number of profitable SME-scale trading, manufacturing and services businesses across Delhi, Gurugram and Noida. For them, the SME platforms remain the realistic route.

What a listing actually demands

Whichever profile a company fits, a listing brings growth capital without loan covenants. It also gives promoters, ESOP-holding employees and early investors a path to liquidity, plus the credibility of public disclosure. But it is also one of the most demanding transactions a company will ever run: restated financial statements, a several-hundred-page offer document, a dozen or more intermediaries to coordinate, and a permanent change in how the business governs itself. Whether that transaction lands on time and at the intended valuation is usually decided well before a merchant banker is even appointed — and that preparatory phase is where an IPO consultant in Delhi earns the fee.

2. What an IPO Consultant Does, and How the Role Sits Alongside the Merchant Banker

The merchant banker

The merchant banker — the Book Running Lead Manager (BRLM) on a mainboard issue, the Lead Manager on an SME issue — is a SEBI-registered intermediary under the SEBI (Merchant Bankers) Regulations, 1992. It conducts due diligence, drafts and files the offer document, and signs the due-diligence certificate to SEBI and the exchanges. It also prices the issue and runs the book. Its obligations run to the regulator and to investors as much as to the company that has engaged it.

The IPO consultant

The IPO consultant is engaged by the company itself, at its own discretion, and works purely in its interest. The consultant is typically appointed well before the merchant banker and stays alongside it throughout the process. The work includes testing eligibility, running the readiness diagnostic, and organising the company’s financial and corporate information into a diligence-ready data room. It also covers building the valuation and equity-story groundwork, helping negotiate with intermediaries, and keeping the overall programme on a realistic timetable.

A company that reaches the merchant banker’s diligence with restated numbers already reconciled shortens the timeline materially. The same is true where the capital and group structure is already rationalised and related-party transactions are already documented. Companies that arrive prepared also typically negotiate better commercial terms with the banking syndicate.

Why this matters more in Delhi-NCR

For Delhi-NCR’s family-owned trading and manufacturing groups, this coordination role concentrates value in a particular way. Many groups built over two or three generations run their business across several related entities: a manufacturing unit, a trading firm, a real-estate holding company, sometimes a proprietorship or HUF that never quite got folded into the main structure. These structures were usually set up for reasons that had more to do with succession planning, taxation or customs classification than any listing plan.

Every one of these related-party arrangements has to be identified and tested for arm’s-length pricing. Each must then be rationalised or fully disclosed before a DRHP can be filed. Principals who have run these businesses informally for decades consistently underestimate how much of this documentation has to be reconstructed — not merely explained — before the merchant banker’s diligence clock starts.

Gurugram’s venture-funded fintech and technology companies, and Noida’s larger electronics manufacturers, face a related but different problem: several funding rounds, a growing ESOP pool, and in some cases an overseas holding structure that needs to be unwound or restructured before an Indian listing is even possible.

In my engagements, the readiness diagnostic and the financial and valuation preparation described in Sections 4 and 7 form the core of the work. The SEBI-registered merchant banker is then appointed onto a company that is genuinely ready for it, rather than one still discovering its own gaps mid-diligence.

3. Mainboard vs SME IPO: Eligibility Under the ICDR Regulations

The first strategic decision is which platform to target. The mainboard of the NSE and BSE sits under Chapter II of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations). The SME platforms — NSE Emerge and BSE SME — sit under Chapter IX. Both frameworks were materially tightened through the SEBI (ICDR) (Amendment) Regulations, 2025, and refined again in March 2026.

3.1 Mainboard IPO on NSE or BSE

The draft offer document is filed with SEBI, which reviews it and issues observations before the issue can open. On a restated, consolidated basis, Regulation 6(1) requires:

• Net tangible assets of at least ₹3 crore in each of the three preceding full financial years, of which not more than fifty per cent are held in monetary assets, unless the issue is structured entirely as an offer for sale.
• Operating profit (before interest, depreciation and tax) averaging at least ₹15 crore over the three preceding years, with a positive operating profit recorded in each of those years.
• Net worth of at least ₹1 crore in each of the three preceding full financial years.
• Where the company’s name has changed within the preceding year, at least fifty per cent of revenue from the activity suggested by the new name.
• The exchanges’ own criteria on post-issue paid-up capital and market capitalisation, and a minimum promoter contribution of twenty per cent of post-issue capital under Regulation 14.

A company that cannot meet this profitability track record may instead access the mainboard under Regulation 6(2), the book-building route, provided at least seventy-five per cent of the net offer goes to Qualified Institutional Buyers. This is the ordinary position for a still-loss-making, venture-backed platform business such as a Gurugram fintech — and it is precisely the route PB Fintech used in 2021. Under this route, the equity story, disclosed KPIs and valuation evidence carry far more weight than a conventional profit history.

3.2 SME IPO on NSE Emerge or BSE SME

The SME platforms let smaller companies list under a lighter-touch regime: the exchange reviews the draft offer document rather than SEBI, the timeline is shorter, and the minimum issue size is lower. The SEBI (ICDR) (Amendment) Regulations, 2025, notified in March 2025 following the SEBI Board’s December 2024 decisions, tightened this framework considerably. In force now:

• Post-issue paid-up capital not exceeding ₹25 crore under Regulation 229, alongside the exchanges’ own criteria.
• Operating profit (EBITDA) of at least ₹1 crore from operations in at least two of the three preceding financial years, under Regulation 229(6).
• Offer for sale capped at twenty per cent of the total issue size, with no single selling shareholder permitted to sell more than fifty per cent of their pre-issue holding.
• General corporate purposes capped at fifteen per cent of the amount raised or ₹10 crore, whichever is lower, under Regulation 230(2), with a bar on using proceeds to repay promoter or related-party loans.
• Minimum application size raised to two lots, increasing the ticket size for individual investors and reducing speculative oversubscription.
• Mandatory underwriting of the entire issue and market making for a prescribed period after listing.
• A one-year cooling period after conversion from a proprietorship, partnership or LLP, and after any change in promoters exceeding fifty per cent, before an offer document can be filed. This is directly relevant to Delhi-NCR family businesses that historically ran as proprietorships, partnerships or HUF-linked structures before incorporating.

For a profitable, well-governed Delhi, Gurugram or Noida SME — a wholesale trading house, an export-oriented manufacturer, or a professional or financial-services business — the SME route remains realistic. Typical issue sizes range from ₹10 crore to ₹80 crore. It is not a route left open to a company that is not genuinely ready for public ownership.

3.3 Key differences at a glance

Parameter	Mainboard IPO (NSE/BSE)	SME IPO (NSE Emerge/BSE SME)
Governing chapter	ICDR Regulations, Chapter II	ICDR Regulations, Chapter IX
Offer document review	SEBI issues observations	Stock exchange grants in-principle approval
Profitability test	Average operating profit of ₹15 crore over three years, or the QIB route	Operating profit of ₹1 crore in two of the three preceding years
Post-issue paid-up capital	Above ₹10 crore (exchange criteria apply)	Not exceeding ₹25 crore
Typical issue size	₹100 crore to several thousand crore	₹10 crore to ₹80 crore
Underwriting	Optional in book-built issues	Mandatory, 100 per cent
Market making	Not required	Mandatory for the prescribed period
Financial reporting after listing	Quarterly	Half-yearly
Cost as a share of issue size	Lower percentage, higher absolute cost	Higher percentage, lower absolute cost

An SME listing can also serve as a stepping stone. A company that later meets the mainboard criteria may migrate under Regulation 277 after the prescribed period, with shareholder and exchange approval, without a fresh public issue. The NSE Emerge listing criteria and the equivalent BSE SME criteria sit on top of the ICDR tests and should always be checked together.

4. IPO Readiness Assessment: What to Test Before Appointing Anyone

Before approaching any intermediary, a company should go through a structured readiness assessment. The goal is to surface every gap that could delay the issue, invite adverse SEBI observations, or dent the eventual valuation — while the company still controls its own timetable. In a Delhi-NCR readiness diagnostic, I test:

• Financial eligibility. The three-year net tangible asset, operating profit and net worth thresholds on a restated, consolidated basis. Also whether the profitability route or the Regulation 6(2) QIB route is the realistic path for a still-scaling platform business.
• Group and related-entity rationalisation. Many Delhi-NCR family businesses operate through several related firms — a manufacturing entity, a trading firm, a property-holding company, sometimes a proprietorship or HUF — built up for reasons unrelated to a future listing. Every related entity and transaction between them needs to be mapped and tested for arm’s-length pricing, then consolidated, disclosed or unwound before filing.
• Capital structure and instrument conversion. Where a Gurugram or Noida technology company has raised multiple funding rounds, preference shares, convertible instruments and a layered ESOP pool must be converted into a single class of equity, with every conversion ratio and valuation input reconciled before filing.
• Domicile and holding structure. A number of Gurugram-headquartered, venture-funded companies were originally incorporated through an overseas holding entity and have since reincorporated, or are considering reincorporating, in India. Where this applies, the reverse-flip structure, its tax treatment and its effect on the track-record calculation need to be settled early.
• Import-export and customs documentation. Where the business imports or exports goods — common across Delhi’s wholesale trading houses, Okhla’s export units and Noida’s electronics manufacturers — customs valuation, DGFT licences and FEMA reporting need to reconcile cleanly with GST returns and the financial statements. Diligence teams treat any mismatch as a serious red flag.
• Promoter, founder and shareholding structure. Identification of the promoter group where family shareholding is spread across several members or generations, or where founders’ holding has been diluted across funding rounds. Also minimum promoter contribution under Regulation 14, lock-in eligibility under Regulations 16 and 17, and any investor rights that must fall away or be restructured before listing.
• Related-party transactions. Every transaction with promoters, group companies and key managerial personnel, tested on an arm’s-length basis. For Gurugram’s GCC-linked and cross-border technology groups, this must also stay consistent with the company’s transfer-pricing positions and documentation.
• Litigation, IP and regulatory matters. All civil, criminal, tax and regulatory proceedings, plus a review of intellectual-property ownership and assignment. This is often left informally documented in both founder-led technology companies and long-running family businesses.
• Tax and statutory compliance. Income tax, GST, customs and FEMA compliance, plus labour law — particularly relevant where funding has come through foreign direct investment or the business trades across borders. Also confirmation that neither the company nor its promoters are debarred, wilful defaulters or fugitive economic offenders under Regulation 5, and quantification of contingent liabilities.
• Internal controls and governance. Internal financial controls, ERP audit trails and management reporting tested against listed-company standards. This is frequently the largest single gap in both a fast-scaling startup and a family business run substantially on trust and informal approvals.
• ESOPs and equity-linked instruments. Employee stock option schemes tested against the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, with grant-date fair values reconciled across successive funding rounds.
• Capital structure and valuation. Whether a bonus issue, split or conversion is needed to arrive at a sensible post-issue capital and price band. This includes a preliminary valuation view to test whether book values on a family business’s balance sheet — or valuations carried forward from a startup’s last funding round — are realistically aligned with the likely public-market outcome.

The output is a gap analysis and remediation plan, with named owners and target dates. Finding these gaps before the merchant banker and legal counsel begin billable diligence is consistently cheaper. It is also considerably less disruptive to a founding team’s or family’s time than finding them afterwards.

5. The IPO Process Step by Step

The sequence below is for a mainboard issue. An SME issue follows the same shape, with exchange review in place of SEBI observations and a compressed timeline throughout.

1. Readiness assessment and route selection. Eligibility is tested, the platform chosen, and a target listing window set. Board and shareholder approvals are obtained under Sections 23, 26, 32 and 62 of the Companies Act, 2013. The articles of association are amended to remove provisions — investor veto rights, transfer restrictions, board-nomination rights — inconsistent with a listed company.
2. Appointment of the merchant banker and other intermediaries. Lead manager(s), legal counsel to the issuer and to the underwriters, peer-reviewed auditors for restatement, the registrar to the issue, a practising company secretary and, where required, independent valuers. The consultant helps evaluate proposals, negotiate terms and set up the data room.
3. Financial restatement and due diligence. Restated consolidated financial statements for three years and any stub period are prepared under Schedule VI of the ICDR Regulations and the ICAI Guidance Note on Reports in Company Prospectuses. These are examined by an auditor holding a valid ICAI peer-review certificate, while legal counsel and the merchant banker run business, financial and legal diligence in parallel.
4. DRHP preparation and filing. The draft red herring prospectus is drafted collaboratively and, once board-approved, filed with SEBI and the exchanges under Regulation 25, together with the prescribed fees and the due-diligence certificate. Since the March 2026 amendment, a draft abridged prospectus is filed alongside it.
5. SEBI review and observations. SEBI and the exchanges review the DRHP and raise queries. After the issuer’s responses, SEBI issues its observations while the exchanges grant in-principle approval. Observations remain valid for twelve months under Regulation 44.
6. RHP filing with the Registrar of Companies. The document is updated for SEBI’s observations, the latest financials and material developments. The price band is announced at least two working days before opening, under Regulation 29. The red herring prospectus is then filed under Section 32 of the Companies Act with the Registrar of Companies having jurisdiction over the issuer’s registered office. Following the Ministry of Corporate Affairs’ reorganisation effective 16 February 2026, that means: Registrar of Companies, NCT of Delhi-I (South, Southwest, New, Southeast and East Delhi) or NCT of Delhi-II (Central, West, North, Northwest, Northeast Delhi and Shahdara) for a Delhi-incorporated company; Registrar of Companies, Haryana at Chandigarh for a Gurugram or Faridabad entity; or Registrar of Companies, Uttar Pradesh-II at Noida for a Noida or Greater Noida entity.
7. Anchor allocation and the public issue. Anchor investors may be allotted a portion of the QIB book one working day before opening, subject to lock-in, giving an early signal of institutional demand.
8. Bidding, allotment and demat credit. The issue stays open for a minimum of three working days under Regulation 46. Bids come in through ASBA and UPI, and the basis of allotment is finalised with the designated stock exchange.
9. Listing on T+3. Under SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated 9 August 2023, listing and trading commence on the third working day after issue closure. This has been mandatory for all public issues opening on or after 1 December 2023.
10. Transition to listed-company compliance. From listing day the company is bound by the LODR Regulations, the Insider Trading Regulations and the Takeover Regulations. The systems built during the pre-IPO phase go live immediately.

6. DRHP vs RHP: The Two Offer Documents

The draft red herring prospectus (DRHP) is the first public version of the offer document. It contains everything Schedule VI requires except the price, the issue dates and the number of shares: business and industry description, risk factors, restated financials, management discussion and analysis, key performance indicators, objects of the issue, capital structure and shareholding, board and governance disclosures, litigation, and material contracts. Once filed, it is hosted for public comment for twenty-one days under Regulation 26 while SEBI examines it. SEBI’s observations are not an approval: they confirm that disclosure is adequate, and say nothing about the merits of the company or the price at which it eventually lists.

The red herring prospectus (RHP) is the updated document filed with the Registrar of Companies before the issue opens. It incorporates SEBI’s observations, financial information not older than six months, material developments since the DRHP, the price band and issue dates, and the syndicate details. After the issue, the final prospectus records the price and the number of shares allotted.

Aspect	DRHP	RHP
Timing	Filed at the start of regulatory review	Filed after SEBI observations, before opening
Filed with	SEBI and the stock exchanges	Registrar of Companies, SEBI and the exchanges
Price and dates	Not included	Price band and issue dates included
Financial information	As available at drafting	Updated; not older than six months
Legal status	Draft, subject to change	Statutory document under the Companies Act

Disclosure quality in both documents is where liability sits. Risk factors must be specific. KPIs must reconcile to audited financials and be certified as Schedule VI requires. The objects of the issue must rest on board-approved estimates and quotations. Inaccurate disclosure exposes the company, its directors and the merchant banker to regulatory action, and to liability under Sections 34 to 36 of the Companies Act, 2013.

7. Financial Preparation: Restatement, KPIs and Related-Party Clean-Up

Financial preparation is the most time-consuming element of readiness. It is also the area where this practice’s audit and valuation background is most directly useful.

• Restated financial statements. Three years and any stub period presented on a uniform basis, adjusted for changes in accounting policy, prior-period items and audit qualifications. Where several related Delhi-NCR entities need to be consolidated into a single issuer for the first time, or a Gurugram company has reincorporated from an overseas holding structure, the consolidation perimeter has to be settled first.
• Revenue, margins and working capital. For a trading or export house: restated gross margins, inventory turns, and receivable and payable ageing, computed consistently across the restated period. For a Gurugram SaaS or fintech business: recurring revenue, retention, customer acquisition cost and contribution margin. For a still-loss-making company under the Regulation 6(2) route, the path to profitability and the runway implied by the fresh-issue proceeds are scrutinised as closely as revenue itself.
• Working capital and debt. Borrowing arrangements, covenants, letters of credit and security documented — particularly relevant where a trading business’s working-capital cycle depends on import financing. Where objects include debt repayment or working capital, lender certificates and auditor-certified projections must be in place.
• Related-party transactions and the promoter group. A complete map of transactions across the restated period, and their pricing basis, with audit-committee approval where required. Particular attention goes to transactions between group entities within a Delhi-NCR family business, and between an Indian operating entity and an overseas parent in a Gurugram GCC-linked structure — these sit at the intersection of related-party disclosure and transfer-pricing compliance.
• Litigation, tax and contingent liabilities. A full inventory, a board-adopted materiality policy, and income tax, GST and customs positions reviewed and quantified. This includes any exposure from cross-border royalty, licence or cost-sharing arrangements common in GCC-linked structures and import-export trading houses.
• KPIs and the equity story. The metrics that best describe the business, computed consistently across the restated period and certified by the auditor or an independent chartered accountant. Disclosed KPIs must continue to be reported for at least a year after listing, or until the issue proceeds are fully deployed — which makes the choice of metric at drafting stage a decision with real operational consequences.
• Valuation groundwork. A defensible view of enterprise and equity value, built from the same discounted cash flow, comparable company and net asset methods used in this practice’s Registered Valuer work. This means the price band discussion with the merchant banker starts from evidence, not the book value on a family business’s balance sheet or the valuation on a startup’s cap table. Where ESOP grants precede the IPO, the grant-date fair values and the pre-IPO valuation need to tell a consistent story to the merchant banker and, eventually, to SEBI.

8. Governance Readiness Under LODR and the Insider Trading Regulations

A listed company operates under a governance framework far more prescriptive than a private company’s. Investors and exchange listing committees read board composition and committee quality as a signal of how seriously the company takes public ownership. The main requirements to have in place before filing:

• Board composition satisfying Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on independent directors, at least one woman independent director, and the directorship limits under Regulation 17A. This is a genuine change for family-controlled boards used to appointing relatives or trusted advisors rather than independent directors, and equally for founder-controlled boards used to appointing investor nominees instead.
• Committees — audit, nomination and remuneration, stakeholders’ relationship and risk management — constituted under Regulations 18 to 21 with the prescribed composition and terms of reference.
• Policies and codes on related-party transactions, materiality of events, preservation of documents, whistle-blowing, and codes of conduct for directors, senior management and insider trading.
• The insider-trading framework under the SEBI (Prohibition of Insider Trading) Regulations, 2015: a structured digital database of designated persons and unpublished price-sensitive information under Regulation 3(5), a code of conduct, trading windows and pre-clearance procedures. This is particularly important where a large ESOP-holding employee base at a Gurugram technology company needs to be brought inside a formal compliance framework for the first time.
• Disclosure workflows able to meet the Regulation 30 timelines: thirty minutes for board-meeting outcomes, twelve hours for events originating within the company, and twenty-four hours in other cases.
• Investor grievance machinery, including SCORES registration and a compliance officer, and a finance function able to close quarterly results within forty-five days and audited annual results within sixty days under Regulation 33.

Governance readiness is best addressed six to twelve months before filing. This gives new independent directors time to know the business, and lets committee processes run before the merchant banker’s diligence begins — rather than being assembled under diligence pressure once the DRHP timetable is fixed.

9. How Long an IPO Takes and What It Costs

A realistic end-to-end timeline for a mainboard IPO is twelve to eighteen months from the decision to list. The SME route is typically completed in six to nine months.

Phase	Mainboard IPO	SME IPO
Pre-IPO preparation (readiness, governance, restructuring)	3 to 9 months	2 to 4 months
Intermediary appointment, restatement, diligence and DRHP drafting	3 to 5 months	2 to 3 months
SEBI or exchange review and observations	2 to 4 months	1 to 2 months
RHP, marketing and issue opening	1 to 2 months	3 to 6 weeks
Bidding, allotment and T+3 listing	About 1 week	About 1 week

Audit qualifications, incomplete litigation records, an unsettled cap table or group structure, unresolved related-party arrangements, and adverse market conditions all extend the timeline. SEBI’s observations expire after twelve months, so the plan should run backward from the intended listing window, with buffers at each dependency. The restated financials must also be no more than six months old when the RHP is filed.

Cost. As a broad indication, total issue expenses for a mainboard IPO commonly fall between three and seven per cent of the issue size. For an SME IPO, this rises to between eight and fifteen per cent, because fixed costs are spread over a smaller issue. The main cost heads are:

• Merchant banker fees (fixed plus success-linked, including underwriting and selling commissions)
• Legal counsel, audit and restatement
• Registrar, SEBI and exchange fees
• Valuation and other certifications
• Marketing, statutory advertising and printing
• Compliance systems
• Post-listing costs, such as annual listing fees and independent-director remuneration

I am not aware of a Delhi, Haryana or Uttar Pradesh government scheme that directly reimburses SME-exchange listing costs, unlike Gujarat’s Aatmanirbhar Gujarat scheme or Tamil Nadu’s MSME Policy subsidy for capital-market listing expenses. If a scheme of that kind exists or is introduced for the NCR region, it should be verified against the specific state notification rather than assumed. Written fee proposals from every intermediary should be in hand before appointment, and the exchanges’ current fee schedules should be taken from their own websites at the time of filing.

10. Post-Listing Compliance: What Changes on Listing Day

Listing day is the beginning of the company’s public-market obligations. From admission to trading:

• Periodic reporting. Mainboard companies publish auditor-reviewed quarterly results within forty-five days of quarter-end and audited annual results within sixty days under Regulation 33. SME-listed companies report half-yearly.
• Event disclosures. Material events, board outcomes, changes in directors or auditors, credit-rating changes, fraud and defaults are disclosed within the Regulation 30 timelines.
• Related-party transactions. Prior audit-committee approval, shareholder approval of material transactions, and half-yearly disclosure under Regulation 23. SME-listed entities have historically been exempt from Regulations 17 to 27 under Regulation 15(2)(b), but since 1 April 2025 Regulation 23 applies to any SME-listed entity with paid-up equity capital above ₹10 crore or net worth above ₹25 crore.
• Corporate governance reporting, annual secretarial audit under Regulation 24A, a minimum of four board meetings a year with no more than one hundred and twenty days between them, and a website compliant with Regulation 46.
• Insider-trading and takeover compliance. Trading-window closures, pre-clearance, disclosures of promoter and designated-person trading, and monitoring of shareholding changes and encumbrances under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This includes tracking sales by ESOP-holding employees once lock-ins expire, which needs its own monitoring process in a company with a large option pool.

These obligations apply from the first day of trading. The compliance calendar, disclosure workflows and reporting processes need to be built during the pre-IPO phase described in Section 8. Early compliance lapses damage the company’s standing with the very institutional investors it has just attracted.

11. Common IPO Readiness Mistakes Delhi-NCR Companies Make

• Multiple related entities carried forward for tax or customs reasons. These are usually discovered only once diligence begins reconstructing the full group structure and the related-party transactions running between them.
• Cash-heavy trade practices and informally maintained ledgers in parts of a wholesale trading business, which need to be reconciled against bank records, GST filings and customs declarations well before restatement begins.
• Appointing intermediaries before testing eligibility, which wastes cost and time when a threshold, or a group-structure issue, turns out to be unresolved on a restated basis.
• An unrationalised cap table at Gurugram or Noida technology companies — unconverted preference shares and multiple ESOP pools with inconsistent grant-date valuations. This is usually discovered only once the merchant banker’s counsel starts building the shareholding history for the offer document.
• Investor rights that were never designed to survive a listing, such as board-nomination rights, information rights or veto rights that conflict with LODR governance norms and have to be renegotiated, sometimes at a cost, ahead of filing.
• Differences between management accounts, audited financials, tax returns and customs filings. This is the most common cause of a delayed restatement for an import-export business, and more likely wherever finance systems have not kept pace with growth.
• Undocumented related-party and transfer-pricing positions between an Indian operating company and an overseas parent — a routine exposure for Gurugram’s GCC-linked businesses. These surface as both a disclosure gap and a tax exposure during diligence.
• Vague objects of the issue that invite SEBI queries and reduce investor confidence, particularly where a fresh issue is meant to fund capacity or working capital that has not been costed in board-approved detail.
• Late appointment of independent directors and hurried committee formation. This is a particular risk where a family-controlled board has never included anyone outside the family and its close advisors.
• A valuation expectation anchored to book value or the last private funding round rather than to public-market comparables, which leads to a price band the book cannot support.

12. IPO Readiness Services From CA Murli Chandak

IPO work in this practice covers the readiness, financial-preparation and valuation phases, and coordination of the wider intermediary group once the company is ready:

• Eligibility and route advisory. Testing the mainboard and SME thresholds, and the Regulation 6(2) QIB route where applicable, on a restated basis, and recommending the platform and timing.
• IPO readiness diagnostic. A structured gap analysis across financial, legal, tax, governance and operational areas, delivered as a prioritised remediation plan with owners and dates.
• Group and related-entity rationalisation. Mapping a family business’s related firms and transactions into a listing-ready structure. For Gurugram and Noida technology companies, this also covers preference share, convertible-instrument and ESOP conversions into a single class of listing-ready equity.
• Financial and compliance review. Historical financials, accounting policies, consolidation perimeter, tax and customs positions and statutory compliance reviewed ahead of restatement, drawing on the practice’s statutory and concurrent audit and due-diligence background.
• Pre-IPO valuation. A defensible enterprise and equity valuation to anchor the price band discussion, alongside any Registered Valuer reports needed for pre-IPO allotments, ESOP grants or restructuring under the Companies Act.
• Capital-structure advisory. Bonus issues, splits, conversion of instruments, promoter contribution and post-issue shareholding.
• Cross-border and related-party clean-up. Reviewing transactions between an Indian issuer and an overseas parent against arm’s-length and transfer-pricing requirements before they surface as a disclosure gap during diligence.
• Merchant banker, auditor and counsel coordination. Evaluating proposals, negotiating engagement terms, and running the master work plan, data room and issues log through drafting, filing and updates.
• Governance preparation. Board restructuring, committee constitution, policy drafting and the insider-trading framework, including bringing a family-controlled or founder-controlled board up to listed-company standards.
• Post-IPO compliance set-up. The LODR calendar, disclosure workflows and first-quarter reporting processes for the company’s finance function in its first year as a listed entity.

13. Frequently Asked Questions

Q1. What is the difference between an IPO consultant and a merchant banker?

A: The merchant banker is a SEBI-registered intermediary responsible for due diligence, the offer document and the issue process, with obligations to the regulator and investors. The IPO consultant is appointed by the company, works in its interest, and handles readiness, financial preparation, valuation and coordination of the overall programme, before and alongside the merchant banker.

Q2. Can a Delhi-NCR family trading business with several related firms launch an SME IPO under the 2025 rules?

A: Yes, provided the issuing entity meets Regulation 229: post-issue paid-up capital not exceeding ₹25 crore, and operating profit of at least ₹1 crore in two of the three preceding financial years. The related entities and transactions also need to be rationalised and disclosed, not left informally structured. A one-year cooling period applies after any conversion from a proprietorship, partnership or LLP.

Q3. Our platform business is loss-making. Is a mainboard IPO still possible?

A: Potentially, through Regulation 6(2): a book-built issue with at least seventy-five per cent of the net offer allotted to Qualified Institutional Buyers. PB Fintech (Policybazaar), headquartered in Gurugram, used exactly this route in November 2021 while still loss-making. Under this route, the equity story, KPIs and valuation evidence carry more weight than the profit track record.

Q4. Does SEBI approve an IPO?

A: No. SEBI reviews the draft offer document for adequacy of disclosure and issues observations. It does not approve the issue, endorse the company or vet the price, and every offer document carries a disclaimer to that effect.

Q5. How long does an IPO take for a Delhi-NCR company?

A: Typically twelve to eighteen months for a mainboard IPO and six to nine months for an SME IPO from the decision to list, depending on how much readiness and group-structure work is outstanding. Listing itself now occurs on the third working day after the issue closes.

Q6. What is the difference between a DRHP and an RHP?

A: The DRHP is the draft filed with SEBI and the exchanges for review and twenty-one days of public comment; it excludes the price and issue dates. The RHP is filed with the Registrar of Companies before opening, incorporating SEBI’s observations, financials not older than six months, the price band and the issue dates.

Q7. What does an IPO cost, and is any Delhi-NCR government support available?

A: As a broad indication, three to seven per cent of the issue size for a mainboard IPO and eight to fifteen per cent for an SME IPO. I am not aware of a Delhi, Haryana or Uttar Pradesh scheme that directly subsidises SME-exchange listing costs, comparable to Gujarat’s or Tamil Nadu’s schemes. This should be checked against the current state notification rather than assumed either way.

Q8. Our group has entities registered in Delhi, Gurugram and Noida. Which Registrar of Companies do we deal with after the February 2026 changes?

A: It depends on the issuing entity’s registered office. Following the Ministry of Corporate Affairs’ reorganisation effective 16 February 2026: a Delhi-incorporated entity falls under ROC NCT of Delhi-I (South, Southwest, New, Southeast and East Delhi) or Delhi-II (Central, West, North, Northwest, Northeast Delhi and Shahdara); a Gurugram or Faridabad entity falls under ROC Haryana at Chandigarh; and a Noida or Greater Noida entity falls under ROC Uttar Pradesh-II at Noida. This change is administrative — it does not affect eligibility or the substantive IPO process — but the correct jurisdiction should be confirmed before any RHP or statutory filing.

Q9. Does having several related firms in our group automatically rule out an IPO?

A: No, but it does add work. Every related entity, and the transactions running between them, need to be identified and tested for arm’s-length pricing. Each must then be consolidated into the listing entity, disclosed as a related-party transaction, or unwound before filing. Groups that start this exercise early, well before appointing a merchant banker, generally avoid the delays that come from discovering an undocumented related entity mid-diligence.

Q10. Do we need a Registered Valuer’s report as part of the IPO?

A: The IPO price itself is set through book building rather than a statutory valuation report. Registered Valuer reports are, however, commonly required for pre-IPO events under the Companies Act — a preferential allotment, an ESOP grant or a group restructuring — and a defensible pre-IPO valuation is central to the price band discussion with the merchant banker.

Discuss Your IPO Readiness

If your Delhi-NCR company is evaluating a mainboard or SME listing in 2026 or 2027, tell me where you are today — financials, group structure, governance and growth plan — and I can map out what remains to be done before a merchant banker is appointed.

CA Murli Chandak – FCA | IBBI-Registered Valuer (Securities or Financial Assets) | IBBI/RV/07/2021/14408
Website: murlichandak.com
Phone: +91 99985 39902
Email: murlichandak@murlichandak.com
LinkedIn: Connect with CA Murli Chandak

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This article is intended for general guidance only and does not constitute legal, financial or investment advice. Regulatory positions are stated as at September 2026. They were verified against the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (as last amended on 21 March 2026), the SEBI (ICDR) (Amendment) Regulations, 2025 on the SME framework, the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025, SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated 9 August 2023, and NSE Emerge listing criteria.

The Delhi Stock Exchange history is drawn from SEBI’s exit order of January 2017 and publicly available records including Wikipedia. The Registrar of Companies reorganisation is drawn from the Ministry of Corporate Affairs notification dated 23 October 2025 (S.O. 4850(E)) and the Ministry’s subsequent notice confirming the effective date of 16 February 2026. Delhi’s ranking by number of registered companies is drawn from Ministry of Corporate Affairs data reported in contemporaneous press and industry coverage as at 2025-26. The Awfis Space Solutions and PB Fintech (Policybazaar) IPO figures are drawn from each company’s RHP, exchange filings and contemporaneous press coverage. Thresholds, timelines and procedures under the SEBI framework are revised from time to time and should be confirmed with the merchant banker and legal counsel on the date of filing.

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