IPO Consultant in India for SME and mainboard listings.
I help promoters and founders take a company public in India - an SME IPO on BSE SME or NSE Emerge, or a mainboard listing on BSE or NSE. The work runs from the first readiness check through pre-IPO structuring, the draft offer document (DRHP), the issue and listing, to the SEBI compliance that follows. I am a Chartered Accountant and Managing Partner of DRSPV & Associates, and IPO advisory is my primary practice.
Who comes to us for an IPO.
An IPO is a company-wide project, not a filing. These are the situations in which promoters and founders usually come to us:
Promoters weighing an SME IPO
Companies with an operating track record that are looking at an SME listing, typically between Rs 10 crore and Rs 100 crore, on BSE SME or NSE Emerge. We cover eligibility, platform choice, merchant banker onboarding, the DRHP, exchange coordination and listing-day execution.
SME IPO consultant: BSE SME and NSE EmergeCompanies planning a mainboard listing
SEBI ICDR-compliant listings on BSE or NSE, typically above Rs 100 crore: offer structure, valuation, pricing, the anchor book and the full regulatory lift.
Venture-backed and growth-stage founders
We work with founders from pre-seed to pre-IPO. For those who want the IPO route open when the time comes, we structure the company from Series A onwards - cap table, ESOPs, related parties and FEMA filings - so the clean-up is not a rescue job in the 18 months before filing.
Pre-IPO structuring: the 18 months before filingCompanies already listed
Companies on BSE SME, NSE Emerge or the mainboard that need SEBI LODR compliance support, a follow-on raise through a QIP, rights issue or FPO, or a buyback, delisting or takeover-code transaction.
SME IPO or mainboard IPO.
Both routes sit under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SME route in a chapter of its own. They differ in scale, in who examines the draft, in what the company carries after listing and in how long the promoters stay locked in. The SME route has a page of its own: SME IPO consultant.
| Factor | SME IPO (BSE SME, NSE Emerge) | Mainboard IPO (BSE, NSE) |
|---|---|---|
| Typical size of listing | Typically Rs 10 crore to Rs 100 crore | Typically above Rs 100 crore |
| Paid-up capital after the issue | Face-value capital should not exceed Rs 25 crore | Above Rs 25 crore of paid-up capital, a company is in mainboard territory |
| Who examines the draft | The exchange reviews the DRHP and handles the in-principle approval | SEBI examines the DRHP and gives its observations |
| Market-making | Arranged by the merchant banker for three years from listing | No such mechanism |
| Minimum application and lots | Minimum application of two lots, above Rs 2 lakh; shares trade in large minimum lots | Shares trade in single units |
| Results | Half-yearly | Quarterly, with a limited review by the statutory auditor |
| Corporate governance | Several core governance provisions of SEBI's listing rules (LODR) do not apply - the Regulation 15 carve-out | The full LODR requirements apply |
| Promoter lock-in | 20% of post-issue capital for three years; the excess is released in two stages, half after one year and half after two | 20% of post-issue capital for 18 months, or three years if most of the fresh issue proceeds are for capital expenditure; the excess for six months, or one year where most of the proceeds are for capital expenditure |
A rule of thumb, not advice for your company. The listing size is a typical range, while the Rs 25 crore limit is about face-value capital, not market value. SEBI relaxed the mainboard lock-in periods in 2021 and tightened parts of the SME framework in 2025, it has been narrowing the gap between SME and mainboard obligations, and the exchanges issue their own circulars. We therefore confirm the current rules with your merchant banker before any plan is fixed.
From readiness to listing, step by step.
Eight stages, in the order they usually run. Most of the preparation happens before the merchant banker is appointed. We plan the sequence, coordinate every party and draft or review the financial and tax sections of the offer document, while the merchant banker, counsel and the exchanges carry their own parts.
- 01
Readiness assessment
About 18 to 24 months before filing, we run a diagnostic on financials, governance, related parties, promoter holdings and audit history, and give you an honest report on what needs fixing before anything is filed.
- 02
Pre-IPO structuring
We clean up the cap table: SEBI's ICDR rules expect convertible instruments such as SAFEs, CCDs and CCPS to be converted into equity or extinguished before the issue. We also regularise FEMA filings, plan any bonus issue or share split, re-align the ESOP scheme with the SEBI Share Based Employee Benefits Regulations, 2021, tidy related-party dealings and plan the promoter lock-in.
- 03
Platform and offer structure
We compare BSE SME, NSE Emerge and the mainboard of BSE or NSE on your size, your eligibility and what each platform asks of you after listing. Then we work through the offer structure and the valuation with you and the merchant banker.
- 04
Merchant banker and working group
Only a SEBI-registered Category I merchant banker can lead manage a public issue. We help you compare candidates on licence, underwriting capacity, market-making and due-diligence rigour, and we coordinate the banker with legal counsel, the peer-reviewed auditor and the registrar.
- 05
Restated financials and the DRHP
The peer-reviewed auditor restates three years of financials, plus the latest stub period, in the format SEBI requires. Alongside, the Draft Red Herring Prospectus (DRHP) is written: we draft the financial sections, MD&A, related-party disclosures and tax notes, or review what your counsel drafts, while the merchant banker covers the structural sections and risk factors and legal counsel the litigation, regulatory and statutory declaration sections.
- 06
Review by SEBI or the exchange
The draft is examined and observations come back: from SEBI on a mainboard issue, and from the exchange on an SME issue. We coordinate the replies with the merchant banker and counsel, and a clean draft means fewer rounds. SEBI and the exchanges decide approvals and their timing, and nobody can promise either.
- 07
RHP, price band and the issue
Once cleared, the Red Herring Prospectus (RHP) is filed with the Registrar of Companies and the price band is fixed. The issue then opens for bids, with an anchor book where the offer includes one, and the registrar to the issue handles applications, allotment and refunds. If a pre-IPO placement or cornerstone round is planned, we coordinate it before the issue. Promoters should stay clear of grey market activity around their own issue.
- 08
Listing and after
Shares are allotted and credited to demat accounts, refunds are processed and the security lists. We coordinate the merchant banker, registrar, exchanges and banks through listing day. The ongoing work then starts: results filings, board composition, the insider trading code, corporate governance and related-party disclosures under SEBI LODR.
The consultant and the rest of the IPO team.
An IPO needs several specialists, and a consultant replaces none of them. We sit between you, the book running lead manager (BRLM), legal counsel and the exchanges, so you run the business, not the filing.
IPO consultant (us)
We plan the programme end to end: the readiness check, pre-IPO structuring, the timetable, the financial and tax sections of the DRHP, coordination of the working group and the exchanges, and listing-day execution. The merchant banker leads the issue; we prepare the company and coordinate the team around it.
SME IPO consultantMerchant banker (BRLM)
The SEBI-registered Category I merchant banker that leads the issue: it runs due diligence, prices the issue, builds the book and underwrites the offering, and it signs the DRHP and carries statutory liability for it. On an SME issue the whole issue is underwritten, at least 15% by the banker on its own books, and the banker arranges market-making for three years after listing.
How to choose a merchant bankerLegal counsel
Handles the legal due diligence and the independent legal sign-off, which is separate from the banker's drafting, along with the litigation, regulatory framework and statutory declaration sections of the DRHP.
Peer-reviewed auditor
Restates three years of financials, plus the latest stub period, in the format SEBI requires and signs them. If the books were never built to listing standard, the restatement is harder, which is one reason we start early.
Registrar to the issue (RTA)
A SEBI-registered RTA handles application processing, ASBA and UPI mandate reconciliation, the basis of allotment, refunds and the credit of shares to demat accounts.
SEBI and the exchanges
They decide. SEBI examines a mainboard DRHP and the exchange reviews an SME DRHP; approvals and timing are theirs, and no consultant, ourselves included, can promise either.
Life as a listed company.
Listing opens a compliance calendar rather than closing the project. We support the work that follows:
SEBI LODR compliance
Results filings (half-yearly on an SME platform, quarterly on the mainboard), board composition, the insider trading code, corporate governance and related-party disclosures under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
QIP, rights issue and FPO
Follow-on fundraising for companies that are already listed: institutional placements and rights issues.
Buyback, delisting and takeover code
Exits, consolidation and change-of-control transactions under the SEBI SAST and Buyback regulations.
Moving from SME to mainboard
A company on BSE SME or NSE Emerge can migrate to the mainboard of the same exchange, voluntarily by special resolution through postal ballot, and has to if a further issue of capital would take its paid-up capital above Rs 25 crore. Either way the mainboard eligibility criteria must be met, the SME carve-out from the full governance rules falls away and market-making is wound down with the merchant banker.
SME to mainboard migration guideIPO consultant questions.
What does an IPO consultant do?
An IPO consultant plans and coordinates the whole journey: a readiness check 18 to 24 months before filing, pre-IPO structuring, the choice of platform, merchant banker onboarding, the financial and tax sections of the DRHP, coordination with the exchanges, listing-day execution and compliance after listing. A consultant does not lead manage the issue - only a SEBI-registered Category I merchant banker can do that.
What is the difference between an IPO consultant and a merchant banker?
The merchant banker, formally the Book Running Lead Manager, is the SEBI-registered Category I intermediary that leads the issue: it runs due diligence, prices the issue, builds the book, underwrites the offering and signs the DRHP, carrying statutory liability for it. The consultant prepares the company and coordinates the team around that banker - structuring, financials, disclosures and the timetable - and does not replace the banker, the legal counsel, the auditor or the registrar.
Should my company list on the SME platform or the mainboard?
It depends on scale and eligibility. SME listings typically run from Rs 10 crore to Rs 100 crore, and post-issue paid-up capital should not exceed Rs 25 crore; mainboard listings are typically above Rs 100 crore. The SME platform asks for half-yearly results and carves out several governance provisions, but it brings large minimum lots, market-making for three years and a promoter lock-in that is often longer. We compare both routes on your numbers before you commit, and the SME route is covered in detail on our SME IPO consultant page.
How early should we start preparing for an IPO?
Eighteen to twenty-four months before filing is the working rule. Most of the preparation - cap table clean-up, convertible instruments, FEMA filings, related-party transactions, ESOPs and the promoter lock-in - happens before a merchant banker is even appointed, and companies that start late can end up cleaning up and re-filing under deadline pressure.
What does an IPO cost in India?
The main heads are the merchant banker, underwriting and market-making, legal counsel, the registrar, the auditor and restated financials, exchange fees, ROC and stamp charges, marketing and depository charges. The merchant banker's fee is only one line in that stack, so a banker's quote is not the total cost of the exercise. The sensible way to plan is to list every head up front and work out the net proceeds after the full cost. Our SME IPO cost and timeline guide goes through each head.
Can you guarantee that my IPO will be approved?
No. SEBI and the exchanges decide every approval and its timing, and nobody can promise either. What we control is the quality of the preparation: clean financials, a consistent DRHP, a tidy cap table and prompt, complete replies to observations. A clean draft also means fewer rounds of observations.
How long is the promoter lock-in after an IPO?
Promoters must hold at least 20% of the post-issue capital, and that minimum contribution is locked in. On the mainboard it is locked in for 18 months, or three years if most of the fresh issue proceeds go to capital expenditure; on the SME platform, for three years. Holdings above the 20% are released earlier: after six months on the mainboard (one year where most of the proceeds are for capital expenditure), and in two stages on the SME platform, half after one year and half after two. These periods have changed - the mainboard in 2021 and the SME framework in 2025 - so we confirm the current rule with your merchant banker before any plan is fixed.
What changes once the company is listed?
The company moves onto a compliance calendar under the SEBI LODR Regulations: results filings (half-yearly on an SME platform, quarterly on the mainboard), board composition, the insider trading code, corporate governance and related-party disclosures. An SME-listed company can move to the mainboard of its own exchange, and has to do so if a further issue of capital would take its paid-up capital above Rs 25 crore. We support the compliance work and follow-on transactions such as QIPs, rights issues, buybacks and delisting.
- SME IPO in India: The Complete Founder's Guide
- Pre-IPO Structuring: The 18 Months Before Filing
- DRHP Drafting: A CA's Section-by-Section Guide
- Choosing an SME IPO Merchant Banker: A Founder's Checklist
- Promoter Contribution and Lock-in: SME and Main Board IPOs
- SME IPO Cost & Timeline in India: The Real Numbers
- SME IPO Consultant - BSE SME and NSE Emerge
- Vraj Changani - CA, Startup Advisor & IPO Consultant
Planning an IPO? Start with a readiness check.
Send a short note on your company: the sector, three years of turnover and profit, the promoter holding and any investors on the cap table. We will come back with the platform that fits, what needs fixing first and the sequence to listing.
WhatsApp +91 88664 48967 - CA Vraj Changani, DRSPV & Associates, Mumbai.