Most advisers meet you at the DRHP.
By then the expensive decisions are made.
The structure you built to raise private capital is close to the opposite of what an Indian listing requires. Unbuilding it takes 18 to 24 months — and that window opens long before anyone else is in the room.
You spent eight years building a structure. Now it has to come apart.
Offshore holdco, jurisdiction-shopped for treaty access. Investor rights negotiated round by round. An option pool sitting in the wrong country. Every piece of it was the right answer for raising private capital.
A public listing wants something close to the opposite: a clean, single-country, explicable structure with no special rights, no unexplained layers and no historical compliance gaps. The gap between those two is the work — and the tax cost of crossing it was decided by choices made years ago.
Why this cannot start late.
Three years of restated financials have to be prepared under the final structure. Lock-in periods run from events that must already have happened. Regulatory approvals and compounding applications take the time they take.
The structure must be settled roughly 18 to 24 months before the DRHP is filed. Not the IPO — the DRHP.
Everything else in a listing can be compressed by throwing people at it. This cannot.
Seven workstreams.
- 01
Redomiciliation & reverse flip
Moving the holding company back to India — NCLT-approved cross-border merger, or a share swap. The tax on transfer is usually the single largest number in the exercise. We have moved holding companies in both directions and know what each costs before you commit.
- 02
Promoter classification
Promoter, or professionally managed with no identified promoter? It drives lock-in, minimum promoter contribution and personal liability. One of the most consequential calls a founder makes — and most do not realise they are making it.
- 03
Cap table normalisation
Anti-dilution, liquidation preference, vetoes and board nomination rights cannot survive into a listed cap table. Every shareholders' agreement has to be unwound and re-papered — a negotiation with every investor at once.
- 04
ESOP migration
Offshore pool to Indian pool, with employees in several tax jurisdictions. Perquisite tax on migration, alignment to SEBI's share-based benefit rules, and a retention problem if handled badly.
- 05
Historical regularisation
Years of FC-GPR, FC-TRS and ODI annual filings, plus RBI compounding where they were missed. This surfaces in diligence whether or not anyone goes looking, and it cannot be fixed quickly.
- 06
Group & RPT clean-up
Founder-affiliated vendors, inter-company loans, dormant subsidiaries across jurisdictions. Each becomes a disclosure item in the offer document if it is still there.
- 07
Restated financials
Three years restated under Ind AS, consolidated across the new structure — which is why the structure has to be settled before that clock can start.
Indicative timing. Market conditions move the calendar; the sequence does not change.
- T‑18 to T‑12
Foundation
Structure settled, group rationalised, compliance brought current, accounting policies aligned to what the offer document will have to say. The equity story built deliberately rather than assembled at the last minute.
- T‑12 to T‑6
DRHP readiness
Syndicate appointed and coordinated. Diligence across legal, financial and business workstreams. Risk factors, objects of the issue and the business section drafted and reconciled. Board and committees brought to listing standard.
- T‑6 to filing
Filing and review
DRHP filed with SEBI and the exchanges. Observations tracked and answered; updated draft and RHP prepared. Pre-IPO placement and anchor planning run in parallel where applicable.
- Filing to listing
Launch
Roadshow preparation and management Q&A, price band, anchor book, subscription, allotment and listing-day coordination with the registrar and exchanges.
- After
Life as a listed company
SEBI LODR calendars, the insider trading framework and structured digital database, related-party approvals, and investor relations. We stay through the first cycles until your team runs it without us.
A listing pulls six parties into your company at once.
Merchant banker, issuer counsel, underwriter counsel, auditor, registrar, exchange — each with its own process, timeline and information request, all arriving in the same quarter.
We sit in the middle as the single point of accountability, so management spends its time answering questions about the business rather than chasing advisers for status.
Is a listing on the horizon?
Even if it is three years out, the structural decisions are being made now. Tell us where the company stands and we will tell you what the runway realistically looks like.