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IPO advisory and pre-IPO readiness

Most companies that want to list are not yet ready to. We work through eligibility, structure, governance and records with you, so that by the time the merchant banker is appointed, the company can stand up to diligence.

Updated Reviewed by our legal team

In short

Most companies that want to list are not yet ready to. We work through eligibility, structure, governance and records with you, so that by the time the merchant banker is appointed, the company can stand up to diligence.

SME platform or mainboard?

Smaller companies usually list on the SME platforms, NSE Emerge or BSE SME, which have lighter eligibility and disclosure requirements and a minimum application size aimed at larger investors. Larger companies go to the main board, which requires a track record of profits or the institutional-investor route under SEBI's ICDR Regulations.

PointSME platformMain board
Typical issuerGrowing private companiesEstablished, larger companies
RulesICDR Chapter IX and exchange criteria, tightened by SEBI in 2025ICDR Chapter II
Underwriting100% underwritten, market maker requiredAs per issue structure

Exchange criteria such as operating track record, net worth and profitability change from time to time; we check them against your accounts at the start.

What IPO readiness involves

  • Structure: conversion to a public company, clean-up of group structure and related-party arrangements, and consolidation of promoter holdings.
  • Governance: independent directors, audit and nomination committees, policies and a company secretary, in place well before filing.
  • Records: every share issue, transfer and ROC filing since incorporation traceable, and licences and material contracts in order.
  • Financials: audited, restated financials and a credible use-of-proceeds plan.
  • Litigation and compliance: disclosure of all proceedings and remediation of past defaults.

Pre-IPO funding and restructuring

Companies often raise a pre-IPO round to strengthen the balance sheet or bring in anchor-quality investors. We structure these rounds so they fit the lock-in and promoter-contribution rules that will apply at listing, and handle any conversion of preference shares or warrants in time.

Our role alongside the merchant banker

A SEBI-registered merchant banker leads the issue, and legal counsel to the issue prepares the offer document. Our work is before and around that: readiness review, corporate restructuring, records clean-up, governance set-up and coordination with the banker, auditors and registrar, so the formal process runs on time.

Frequently asked questions

How long does it take to prepare for an IPO?

Readiness work commonly takes six to twelve months before the draft offer document is filed, depending on the state of records and governance.

Can a private limited company file for an IPO?

It must first convert into a public limited company, which we handle as part of the readiness work.

Do we need independent directors before listing?

Yes. Board composition and committees required under the Listing Regulations must be in place before filing.

Is ProudLegal a merchant banker?

No. Issues are managed by SEBI-registered merchant bankers. We prepare the company and coordinate with them.

Planning a raise or a listing?

Share your deck or latest accounts and we will tell you where you stand.

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