IPO Consultant in Mumbai: CA Murli Chandak’s Guide to Mainboard IPO Readiness for India’s Large, Listing-Ready Companies

In short: Mumbai is where a mainboard IPO is actually decided: the BSE sits on Dalal Street, the NSE and SEBI’s head office both sit in the Bandra-Kurla Complex, and the large majority of the Category I merchant bankers who lead-manage India’s biggest issues run their capital-markets teams from the same few square kilometres. Calendar year 2025 was the busiest on record for that ecosystem: 103 mainboard IPOs raised a combined Rs 1.76 lakh crore, led by Tata Capital’s Rs 15,512 crore issue and HDB Financial Services’ Rs 12,500 crore issue. This guide is written for the large, mainboard-bound company, not the SME issuer: the eligibility tests under Regulation 6 of the SEBI ICDR Regulations, 2018, what an IPO consultant does alongside the merchant banker, the readiness and financial-preparation work that decides whether a listing lands on time and at the right price, the regulatory changes through 2025 and 2026 that affect a filing today, a realistic timeline and cost range, and how I support mainboard-bound companies through the readiness, financial-preparation and valuation work that sits ahead of the merchant banker’s diligence.

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 and NSE/BSE sources as at September 2026.

Contents

1. 1. Why Mumbai Is Where a Mainboard IPO Is Won or Lost
2. 2. Who This Guide Is For: The Large, Mainboard-Bound Company
3. 3. What an IPO Consultant Does, and How the Role Sits Alongside the Merchant Banker
4. 4. Mainboard IPO Eligibility: The Regulatory Gateway
5. 5. Structuring the Issue: Fresh Issue, Offer for Sale and the Objects of the Issue
6. 6. IPO Readiness Assessment: What to Test Before Appointing Anyone
7. 7. The Mainboard IPO Journey: Process Step by Step
8. 8. DRHP vs RHP: The Two Offer Documents
9. 9. Financial Preparation: Restatement, KPIs and Related-Party Clean-Up
10. 10. Governance Readiness Under LODR and the Insider Trading Regulations
11. 11. Regulatory Developments Every Mainboard Issuer Should Track (2025-2026)
12. 12. Timeline and Cost Considerations for a Mainboard IPO
13. 13. Post-Listing Compliance: What Changes on Listing Day
14. 14. Choosing the Right Mainboard IPO Consultant in Mumbai
15. 15. IPO Readiness Services From CA Murli Chandak
16. 16. Frequently Asked Questions
17. Discuss Your IPO Readiness

1. Why Mumbai Is Where a Mainboard IPO Is Won or Lost

A handful of structural facts make Mumbai the default base for mainboard IPO work in India, rather than merely a convenient one.

The exchanges and the regulator sit within a few kilometres of each other. The BSE’s registered office is at P J Towers, Dalal Street, Fort; the NSE’s registered office and SEBI’s head office, SEBI Bhavan, both sit in the Bandra-Kurla Complex. In-principle approvals, listing queries and day-to-day coordination with the exchanges are administratively easier to manage when the consultant, the merchant banker and the exchange officials work the same city and, often, the same relationships across issues.

The merchant banking industry is concentrated here. The large majority of Category I SEBI-registered merchant bankers who act as Book Running Lead Managers on mainboard issues are headquartered, or run their primary equity-capital-markets teams, in Mumbai, and a consultant based in the city typically works with several of them on a recurring basis.

The supporting infrastructure and institutional demand sit alongside them. Registrars, credit-rating agencies, valuers, and the capital-markets practices of most large law firms and audit networks operate out of Mumbai, which shortens the coordination cycle across a data room that, for a mainboard issue, routinely runs into hundreds of documents. Many of the mutual funds, insurance companies and alternative investment funds that make up the Qualified Institutional Buyer book are themselves based here, and roadshows for large issues are almost always anchored in the city before moving to Delhi, Bengaluru and, where the issue size warrants it, overseas financial centres.

None of this replaces the SEBI-registered merchant banker, who remains the statutory lead on the issue and signs the due-diligence certificate. It does mean that 2025 was the busiest year on record for exactly this ecosystem: 103 mainboard IPOs raised a combined Rs 1.76 lakh crore, led by Tata Capital’s Rs 15,512 crore issue and HDB Financial Services’ Rs 12,500 crore issue. A company weighing a mainboard listing in 2026 or 2027 is entering a market that is deep, active, and unusually well served by the professionals it will need.

2. Who This Guide Is For: The Large, Mainboard-Bound Company

This guide is written for companies past the threshold question of whether to list at all, and instead weighing the practicalities of a mainboard listing on the BSE or the NSE, as distinct from the lighter-touch NSE Emerge or BSE SME route. In practice, that describes a handful of profiles that come up repeatedly among Mumbai-based and Mumbai-advised companies:

• Established BFSI, NBFC and fintech companies with several years of audited operating history, for whom a listing is often the natural next step after multiple rounds of private capital, and for whom RBI or other financial-sector regulatory approvals sit alongside the SEBI process.
• Companies close to, or already meeting, the profitability-based eligibility route described in Section 4, or with a strong growth profile that has not yet translated into the required three-year profit history and intends to use the Qualified Institutional Buyer route instead.
• Private-equity or venture-backed companies, common among Mumbai’s technology, consumer and financial-services businesses, where the IPO provides a listing venue for an eventual offer for sale by existing institutional investors.
• Family-promoted business groups, including diamond and jewellery trading houses, manufacturing conglomerates and real-estate groups, considering an IPO as part of succession planning, institutionalisation of governance, or access to growth capital without the covenants that come with debt.
• Subsidiaries of listed or unlisted groups, including the Indian arms of global capability centres and multinational groups, pursuing a separate mainboard listing to unlock value or fund an independent growth strategy.

Companies below this scale, particularly those with a narrower financial base but positive EBITDA and three years of operations, are generally better served by the NSE Emerge or BSE SME platforms, which carry a lower issue-size ceiling, a different eligibility test under Chapter IX of the ICDR Regulations, and a lighter, though increasingly convergent, disclosure regime. That comparison sits outside the scope of this guide, which is written specifically for the mainboard route.

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

Two professionals are often confused, and the distinction matters more on a mainboard issue than anywhere else, given the scale of the diligence involved. The merchant banker, called the Book Running Lead Manager (BRLM) on a mainboard issue, is an intermediary registered under the SEBI (Merchant Bankers) Regulations, 1992. It conducts due diligence, drafts and files the offer document, signs the due-diligence certificate to SEBI and the exchanges, prices and underwrites the issue, and markets it to institutional and retail investors. Its statutory obligations run to the regulator and to investors as much as to the issuer.

The IPO consultant is engaged by the company, at its own discretion, and works in the company’s interest alone. The consultant is typically appointed before the merchant banker and remains alongside it throughout: testing eligibility, running the readiness diagnostic, organising the company’s financial and corporate information into a diligence-ready data room, preparing the valuation and equity-story groundwork, helping select and negotiate terms with the BRLM and other intermediaries, and keeping the overall programme to a realistic timetable. A company that arrives at the merchant banker’s diligence with restated numbers reconciled, related-party transactions documented and governance already in place shortens the timeline materially and typically obtains better commercial terms from the banking syndicate.

For a large, first-time issuer, this coordination and preparation role is where the value concentrates, and where the gap between a well-run process and a stalled one is decided. Promoters and finance teams who have not been through a public issue before consistently underestimate the volume of information a mainboard diligence exercise requires and the speed at which the merchant banker, its counsel and the peer-reviewed auditor expect responses once the clock starts. In my engagements, the readiness diagnostic and the financial and valuation preparation described in Sections 6 and 9 are the core of the work; the SEBI-registered merchant banker is then appointed on the strength of a company that is genuinely ready for it, rather than one that is still discovering its own gaps mid-diligence.

4. Mainboard IPO Eligibility: The Regulatory Gateway

Every mainboard listing in India is governed by the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations). Regulation 6 sets out two alternative routes by which an issuer becomes eligible to file a Draft Red Herring Prospectus with SEBI. A company only needs to satisfy one of the two.

4.1 The Profitability Route (Regulation 6(1))

Under this route, an issuer must demonstrate, on a restated and consolidated basis, all of the following in respect of the three preceding full financial years:

• Net tangible assets of at least Rs 3 crore in each of the three years, of which not more than fifty per cent are held in monetary assets, unless the excess has been deployed, or is firmly committed to deployment, in the company’s business.
• Average operating profit (before interest, depreciation and tax) of at least Rs 15 crore, computed over any three of the preceding five financial years, with a positive operating profit recorded in each of those years.
• Net worth of at least Rs 1 crore in each of the three preceding full financial years.

A company that has changed its name within the preceding year must additionally show that at least half of its revenue in the preceding financial year came from the business conducted under the new name.

4.2 The QIB / Book-Building Route (Regulation 6(2))

A company that does not meet the profitability thresholds, commonly a newer, high-growth business that is reinvesting heavily, may still access the mainboard through the book-building route, subject to conditions that include:

• The entire issue being conducted through the book-building process.
• At least seventy-five per cent of the net offer allotted to Qualified Institutional Buyers, with the entire issue refunded if this minimum subscription level is not achieved.
• Compliance with the minimum promoter contribution, lock-in and net worth conditions applicable to this route.

A number of high-profile listings by loss-making or recently profitable consumer-technology and financial-services companies have used this route in recent years, and it is the route most relevant to venture-backed, high-growth companies whose equity story rests more on scale and unit economics than on a three-year profit history.

4.3 Other Baseline Conditions

Beyond Regulation 6, every mainboard applicant must also satisfy conditions that include the exchanges’ own criteria on post-issue paid-up capital and market capitalisation, a minimum promoter contribution of not less than twenty per cent of the post-issue capital locked in for the prescribed period under Regulation 14, the absence of any pending regulatory debarment against the company, its promoters or its directors, and compliance with minimum public shareholding norms on listing. A readiness assessment conducted well ahead of the intended filing date, described in Section 6, is the most efficient way to confirm which route applies and to identify gaps early enough to close them without delaying the process.

5. Structuring the Issue: Fresh Issue, Offer for Sale and the Objects of the Issue

A mainboard issue can combine two components: a fresh issue of new shares, where proceeds flow to the company, and an offer for sale (OFS), where existing shareholders, whether promoters, private-equity investors or other early backers, sell part of their existing holding to the public without the company receiving any proceeds. Most large issues combine both in a ratio decided well before the DRHP is filed, since this ratio drives both the objects-of-the-issue narrative and the post-issue shareholding pattern that SEBI and investors will scrutinise closely. A handful of the largest 2025 mainboard issues, including several from the BFSI sector, were structured predominantly or entirely as an OFS, reflecting existing institutional investors using the listing as a liquidity event rather than the company itself raising fresh capital.

Where a fresh issue is involved, SEBI expects the objects of the issue to be specific, quantified, and capable of independent verification. Typical categories include funding capacity expansion, repayment or prepayment of borrowings, funding incremental working capital requirements, and general corporate purposes, the last of which is capped as a proportion of the total fresh issue size. A vaguely worded objects clause is one of the more common sources of SEBI observations on a DRHP, and it is worth working through this section in detail well before the first draft is circulated to the merchant banker, rather than leaving it to be reverse-engineered from a template once diligence is under way.

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

Before a company approaches any intermediary, it should go through a structured readiness assessment. The objective is to find every gap that could delay the issue, attract adverse SEBI observations, or reduce the eventual valuation, and fix it while the company still controls the timetable rather than the merchant banker’s diligence schedule. The areas I test in a Mumbai readiness diagnostic are:

• Financial eligibility. The three-year net tangible asset, operating profit and net worth thresholds on a restated, consolidated basis, and whether the profitability route or the QIB route is the realistic path.
• Promoter and shareholding structure. Identification of the promoter group, minimum promoter contribution under Regulation 14, lock-in eligibility under Regulations 16 and 17, and any shareholder agreements or special rights, common in private-equity-backed companies, that must fall away before listing.
• Corporate and regulatory history. Three years of operations, past changes in name, objects or control, and, for BFSI and NBFC applicants, the status of RBI or other sector-regulator approvals that sit alongside the SEBI process.
• Related-party transactions and litigation. Every transaction with promoters, group companies and key managerial personnel, its arm’s-length basis and which arrangements should be unwound before filing — a particular issue in family-owned trading and manufacturing groups with multiple group entities — alongside a full inventory of civil, criminal, tax and regulatory proceedings and the materiality policy that will govern disclosure.
• Tax and statutory compliance. Income tax, GST, customs, labour, environmental and FEMA compliance, 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, governance and ESOPs. Internal financial controls and management reporting tested against listed-company standards, and employee stock option schemes tested against the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
• Capital structure and valuation. Whether a bonus issue, split or conversion is needed to arrive at a sensible post-issue capital and price band, and a preliminary valuation view to test whether promoter expectations, carried forward from an earlier private funding round, are aligned with the likely public-market outcome.

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

7. The Mainboard IPO Journey: Process Step by Step

While every issue differs with the state of a company’s records and market conditions at launch, a mainboard IPO for a well-prepared issuer typically follows the sequence below.

1. Readiness assessment and board approvals. Eligibility is tested, the fresh issue/OFS mix decided, a target listing window set, and board and shareholder approvals obtained under Sections 23, 26, 32 and 62 of the Companies Act, 2013. The articles of association are amended to remove provisions inconsistent with listing.
2. Appointment of the merchant banker and other intermediaries. One or more Book Running Lead Managers, 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, 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 approved by the board, filed with SEBI and the exchanges under Regulation 25 together with the prescribed fees and the due-diligence certificate. Since the March 2026 ICDR amendment described in Section 11, a draft abridged prospectus is filed alongside it.
5. Public comment and SEBI review. The DRHP is hosted for public comment for twenty-one days under Regulation 26 while SEBI and the exchanges raise queries; after the issuer’s responses, SEBI issues its observations and the exchanges grant in-principle approval. Observations are ordinarily valid for twelve months, or eighteen months under the confidential filing route, under Regulations 44(1) and 59C.
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; and the red herring prospectus is filed with the RoC under Section 32 of the Companies Act.
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 that the wider market watches closely.
8. Bidding, allotment and demat credit. The issue stays open for a minimum of three working days, 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, 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, described in Section 10, go live immediately.

8. 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, material contracts and the basis for the offer price. 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 at the date of filing, 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, and 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.

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

Financial preparation is the most time-consuming element of readiness and 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. Companies still reporting under Indian GAAP may need to transition to Ind AS, and the consolidation perimeter, particularly for groups with multiple holding entities and cross-holdings common among Mumbai’s family-owned trading and manufacturing houses, must be settled before restatement begins.
• Revenue, profitability and working capital. Revenue by product, geography and customer, margin drivers and seasonality, with every material movement explained and reconciled to audited figures — inconsistency between the narrative and the numbers is the most common cause of diligence delay — alongside borrowing arrangements, covenants and security, with lender certificates in place where the objects include debt repayment.
• Related-party transactions and the promoter group. A complete map of transactions across the restated period, their pricing, audit-committee approval where required, and a decision on which arrangements end before listing.
• Litigation, tax and contingent liabilities. A full inventory, a board-adopted materiality policy, and income tax, GST and transfer pricing positions reviewed and quantified, particularly for groups with cross-border related-party arrangements.
• 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. For a BFSI or fintech issuer that typically means asset quality, cost-of-funds and disbursement metrics on an auditable basis; disclosed KPIs must continue to be reported for at least a year after listing or until the proceeds are fully deployed.
• 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, so that the price band discussion with the merchant banker starts from evidence rather than aspiration. 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.

10. 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, and 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.
• 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.
• 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, so that new independent directors know the business and committee processes are running before the merchant banker’s diligence begins, rather than being assembled under diligence pressure once the DRHP timetable is already fixed.

11. Regulatory Developments Every Mainboard Issuer Should Track (2025-2026)

The ICDR framework has been amended several times over 2025 and 2026, and a company beginning IPO preparation now should factor these changes into its planning rather than treat the regulations as static.

11.1 The ICDR Amendment Regulations, 2026

Notified on 16 March 2026 and in force from 21 March 2026, this amendment addresses two practical gaps identified through a SEBI consultation paper issued in November 2025. First, where a pre-issue share is pledged or otherwise encumbered, the depository system could not previously enforce the standard lock-in on it; under the new Regulation 17(2), depositories can now record such securities as “non-transferable” for the duration of the applicable lock-in period upon instruction from the issuer. Second, a draft abridged prospectus, prepared under Part E of Schedule VI and hosted alongside the draft offer document on the websites of the issuer, SEBI, the exchanges and the lead managers, must now be filed with the DRHP; application forms must carry a QR code and link to the RHP, the abridged prospectus and the price-band advertisement, replacing the earlier requirement to physically attach an abridged prospectus; and the business-summary section of Annexure I has been expanded from 100 to 500 words to give retail investors a more useful snapshot without requiring them to read the full offer document.

11.2 The 2025 Amendment Cycle

The SEBI ICDR (Amendment) Regulations, 2025, approved by the SEBI Board on 3 March 2025 and notified on 8 March 2025, introduced a three-year promoter lock-in, up from the standard eighteen months, where the majority of fresh-issue proceeds are used for capital expenditure or repayment of capex-linked borrowings, and extended the lock-in on excess promoter holding from six months to one year in the same circumstances. The same amendment cycle streamlined the rights-issue process (the draft letter of offer is now filed directly with the stock exchanges rather than SEBI, and the requirement to appoint a merchant banker for a rights issue was removed under Regulation 69), and expanded disclosure requirements to cover pending criminal proceedings and material civil litigation involving key managerial personnel, an area that now receives closer diligence attention than it did even two years ago.

11.3 Practical Implications for Issuers Filing in 2026

Two further operational developments matter for a company planning a filing through the rest of 2026. First, by way of a circular dated 7 April 2026, SEBI granted a one-time relaxation extending the validity of observation letters expiring between 1 April and 30 September 2026 to 30 September 2026, in light of the geopolitical tensions and subdued investor participation affecting the primary market through early 2026. A related mid-April 2026 circular allowed issuers to revise the fresh-issue component of an approved or pending offer document by up to fifty per cent, upward or downward, without triggering a full DRHP refiling — previously, any deviation beyond twenty per cent required a fresh filing. Both measures are framed as one-time relief tied to market conditions in 2026 rather than a permanent change to Regulations 44, 59C or 28, and should be checked against SEBI’s current circulars rather than assumed to still be open by the time a filing is actually ready. Second, companies preparing a mainboard filing should generally budget twelve to eighteen months of clean, comparable financial history and a functioning board and audit committee before the DRHP is realistically ready to file; closing historical related-party and governance issues consistently takes longer than drafting the document itself.

12. Timeline and Cost Considerations for a Mainboard IPO

A realistic end-to-end timeline for a mainboard IPO is twelve to eighteen months from the decision to list, and closer to twenty-four months where governance or financial clean-up work is more extensive.

Phase	Typical duration
Pre-IPO readiness, governance and restructuring	3 to 9 months
Intermediary appointment, restatement, diligence and DRHP drafting	3 to 5 months
SEBI review and observations	2 to 4 months
RHP, marketing and issue opening	1 to 2 months
Bidding, allotment and T+3 listing	About 1 week

Audit qualifications, incomplete litigation records, unresolved related-party arrangements, changes in the consolidation perimeter and adverse market conditions all extend the timeline. Because SEBI’s observations expire after twelve to eighteen months (subject to the one-time 2026 relief described in Section 11), the plan should run backward from the intended listing window with buffers at each dependency, and the restated financials must be no more than six months old when the RHP is filed.

Cost. Merchant banker and underwriting fees scale down as a percentage of issue size as the issue gets larger. Investment banks charged an average underwriting fee of 1.86 per cent of issue size across Indian IPOs in 2025, up from 1.67 per cent in 2024, though this varies sharply by size: issues above roughly Rs 5,000 crore have averaged closer to two-and-a-half per cent in recent years, the Rs 500 crore to Rs 1,000 crore band has held around three per cent, and smaller mainboard issues below Rs 500 crore have typically run closer to four per cent, since bankers work to a minimum fee regardless of issue size. Legal, audit and registrar fees, exchange and SEBI processing charges, and printing and marketing costs form a smaller but still material component. Any early cost estimate should be treated as indicative only: actual fees are negotiated with each intermediary once the issue size and structure are finalised.

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

Listing day is the beginning of the company’s public-market obligations, not the end of the project. From admission to trading:

• Periodic reporting. Auditor-reviewed quarterly results within forty-five days of quarter-end and audited annual results within sixty days under Regulation 33.
• Event disclosures. Material events, board outcomes, changes in directors or auditors, credit-rating changes, fraud and defaults 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.
• 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.

Because 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 10. Early compliance lapses in the first reporting cycle damage the company’s standing with the very institutional investors it has just attracted, at exactly the point in the company’s life when that standing matters most.

14. Choosing the Right Mainboard IPO Consultant in Mumbai

14.1 What to Look For

• Demonstrated experience with mainboard transactions specifically, not only SME listings, since the disclosure depth, due-diligence rigour and intermediary coordination differ meaningfully between the two.
• Working relationships with multiple SEBI-registered Category I merchant bankers, rather than an exclusive tie to a single banker, so the company can select the BRLM best suited to its sector and issue size.
• Genuine end-to-end capability, spanning readiness assessment, financial preparation, valuation, DRHP support and post-listing compliance set-up, rather than documentation support alone.
• Current, working knowledge of the 2025-2026 ICDR amendments and SEBI’s evolving circulars described in Section 11, since a consultant working from outdated assumptions can cost the company an entire additional filing cycle.
• A track record with companies of comparable scale, ideally with verifiable references from promoters or chief financial officers of previously listed companies.

14.2 Warning Signs

• Any assurance of a guaranteed listing outcome or an unusually compressed timeline, since SEBI’s review process is not something an advisor can shortcut.
• Limited clarity on the respective roles of the merchant banker, auditor and legal counsel, or reluctance to work alongside a SEBI-registered merchant banker rather than in place of one.
• An inability to speak to recent, verifiable mainboard engagements when asked directly.

15. 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 profitability and QIB thresholds on a restated basis and recommending the fresh issue/OFS structure 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.
• Financial and compliance review. Historical financials, accounting policies, consolidation perimeter, tax 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.
• 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.
• Post-IPO compliance set-up. The LODR calendar, disclosure workflows and first-quarter reporting processes, with continuing Virtual CFO support where the finance function needs it in the first year as a listed company.

16. 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 private limited company file directly for a mainboard IPO?

A: No. It must first convert into a public limited company under the Companies Act, 2013, and then satisfy the eligibility conditions under Regulation 6 of the ICDR Regulations before appointing a merchant banker and filing a DRHP.

Q3. What if our company does not meet the Regulation 6(1) profitability thresholds?

A: It may still pursue a mainboard listing through the Regulation 6(2) QIB route, provided the issue is conducted through book-building with at least seventy-five per cent allocation to Qualified Institutional Buyers, and it satisfies the other conditions applicable to that route. The equity story, KPIs and valuation evidence then carry more weight than the profit track record.

Q4. How long does a mainboard IPO take for a Mumbai company?

A: Typically twelve to eighteen months from the decision to list to the first day of trading, depending on how much readiness, restatement and governance work is outstanding, and closer to twenty-four months where that work is more extensive.

Q5. What is the role of an anchor investor?

A: Anchor investors are Qualified Institutional Buyers who commit to a portion of the QIB allocation one working day ahead of the public offer opening, at a price within the announced band. Their participation is disclosed publicly and is often read by other prospective investors as an early indicator of institutional confidence in the issue.

Q6. Can a company withdraw a DRHP once it has been filed?

A: Yes. A company may withdraw its draft offer document at any stage before the issue opens. Doing so after SEBI has issued its observation letter typically means a fresh filing and a fresh observation cycle if the company later decides to proceed, and the reasons for withdrawal often draw market attention.

Q7. Are IPO consultant fees regulated by SEBI?

A: No. Consultant fees are commercially negotiated. The merchant banker, registrar and other statutory intermediaries, however, must be SEBI-registered, and their conduct is regulated under the applicable SEBI intermediary regulations.

Q8. What changed for issuers under the March 2026 ICDR amendment?

A: Two practical changes: depositories can now record pledged or otherwise encumbered pre-issue shares as “non-transferable” for the lock-in period where a formal lock-in cannot be created, and a draft abridged prospectus with a QR code linking to the full offer document must now be filed alongside the DRHP and hosted on the issuer’s, SEBI’s, the exchanges’ and the lead managers’ websites.

Q9. 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.

Q10. What does a mainboard IPO cost?

A: Merchant banker fees alone averaged 1.86 per cent of issue size across Indian IPOs in 2025, though this varies with size — closer to two-and-a-half per cent for issues above roughly Rs 5,000 crore and higher for smaller mainboard issues. Legal, audit, registrar, exchange, SEBI and marketing costs add a further, smaller component. Actual fees are negotiated with each intermediary once the issue size and structure are finalised.

Q11. Can an SME-listed company move to the mainboard later?

A: Yes. A company that satisfies the mainboard eligibility criteria may migrate under Regulation 277 after the prescribed listing period, with shareholder and exchange approval, without a fresh public issue — a route relevant to any Mumbai SME issuer that has grown into mainboard scale.

Q12. 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 Mumbai company is evaluating a mainboard listing in 2026 or 2027, tell me where you are today — financials, shareholding, 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 and 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 (notified 8 March 2025), the SEBI (ICDR) (Amendment) Regulations, 2026 (notified 16 March 2026, effective 21 March 2026), SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated 9 August 2023, SEBI’s circular dated 7 April 2026 on observation-letter validity, and BSE/NSE/SEBI office records. IPO market data for 2025 is drawn from Prime Database, LSEG and Pantomath analyses reported in the financial press. This guide covers the mainboard route only; companies considering the NSE Emerge or BSE SME platforms should seek advice specific to that route. Thresholds, timelines, fee levels 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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