IPO Lawyers in India — Main Board, SME & GIFT IFSC Listings
the SME exchanges, and GIFT IFSC.
Candour Legal advises companies, promoters and boards through the legal side of going public — IPO readiness, due diligence, DRHP disclosure, SEBI process and post-listing compliance — on the main board under SEBI’s ICDR Regulations, on the NSE Emerge and BSE SME platforms, and at GIFT IFSC under the IFSCA (Listing) Regulations, 2024. Gujarat’s companies are among India’s most active issuers, and we work where they do.
Who we act for
Promoter-led companies preparing for a first listing — where the legal work starts a year before the DRHP, in restructuring, title and litigation clean-up. SME issuers listing on NSE Emerge and BSE SME, where Gujarat’s manufacturing and trading belt produces a steady stream of candidates. Listed companies managing LODR obligations, further issues and promoter transactions. Issuers at GIFT IFSC — debt, depository receipts and the direct-listing route as it operationalises — through our GIFT City practice.
The merchant banker runs the issue. The company still needs its own counsel — the disclosures are the promoters’ statements, the liabilities are the company’s, and the lock-in applies to your shares, not the banker’s.
What we handle
Eight core workstreams, from readiness diagnostic to life as a listed company.
IPO readiness & legal health check
The pre-IPO audit: promoter shareholding and title, group structure, pending litigation mapped for disclosure, related-party arrangements, licences and material contracts. The issues found here are fixable a year out and fatal six weeks before filing — timing is the whole game.
Pre-IPO restructuring
Cleaning the structure before the market sees it — conversion of CCPS and convertibles, ESOP treatment, group consolidation or carve-outs, and promoter-holding reorganisation, executed with our corporate team and your tax advisers.
DRHP & RHP — drafting and disclosure
The legal chapters of the draft red herring prospectus — risk factors, litigation, regulatory and policy disclosure, promoter and group-company sections — drafted to ICDR standards and defensible when SEBI, the exchanges or a plaintiff reads them later.
Due diligence & certifications
Issuer-side legal due diligence, responses to the merchant banker’s diligence, and the certificates and confirmations the process demands — organised so diligence accelerates the timetable instead of stalling it.
SME IPOs — NSE Emerge & BSE SME
The full legal side of an SME listing — eligibility under the platform norms, offer document preparation, exchange interactions, and the migration path to the main board as the company grows.
SEBI & exchange process
Responding to SEBI observations and exchange queries on the draft offer document, exemption and relaxation applications where the facts justify them, and the correspondence discipline the regulator expects.
Post-listing — LODR compliance
The listed-company operating system under SEBI’s LODR Regulations — disclosures and materiality policy, board and committee composition, related-party approvals, insider-trading compliance under PIT, and promoter transactions after lock-in.
GIFT IFSC listings
Listings before IFSCA under the IFSCA (Listing) Regulations, 2024 — foreign-currency and masala bonds, ESG-labelled debt, depository receipts, and the direct-listing route for Indian companies as it operationalises — an alternative route most issuers have not yet priced in.
How an IPO runs — the legal track
The banker’s timetable and the legal timetable are different documents. This is the legal one.
Twelve to eighteen months out: the legal health check — structure, title, litigation, related parties — and a punch list with owners and dates.
Convertibles converted, group structure settled, disputes resolved or ring-fenced for disclosure, ESOP and promoter holdings arranged for lock-in.
Issuer-side diligence runs while the offer document is drafted — the litigation and risk-factor chapters take the longest and are read the hardest.
Observations answered, the document updated, approvals sequenced — with pricing and timing decisions belonging to the bankers, and disclosure decisions to counsel.
Allotment, listing and the switch to LODR life: disclosure calendars, trading windows, and the promoter lock-in that runs from allotment.
Why Candour Legal for capital markets
The state’s promoter-led companies are among India’s most active IPO candidates, on the SME platforms especially — and we work from Ahmedabad, where they are.
We run a dedicated GIFT City practice under the IFSCA framework — so the offshore listing alternative is advised from the same desk.
We publish continuing analysis of SEBI and IFSCA regulation — ICDR, LODR, FPI and listing frameworks — and draft from the current text.
Corporate, tax interface, employment and disputes sit beside the capital-markets team — useful, because IPO problems are rarely only securities problems.
Frequently Asked Questions
What promoters and CFOs ask us about going public — answered directly.
What do IPO lawyers do that the merchant banker doesn’t?
The merchant banker manages the issue — structure, pricing, marketing, regulatory filing. Counsel protects the company and its promoters: the accuracy and defensibility of disclosures, the litigation and risk-factor chapters, the restructuring before filing, and the liabilities that survive listing. The banker’s engagement ends at listing; the disclosures are yours for years.
What is a DRHP?
The draft red herring prospectus — the offer document filed with SEBI and the exchanges for public review before an IPO. It carries the company’s business, financial, risk and litigation disclosure. SEBI issues observations on it, the document is revised into the red herring prospectus and final prospectus, and its statements remain the benchmark against which later claims of misstatement are tested.
Should we list on the main board or an SME platform?
The main board suits companies that meet SEBI’s ICDR eligibility track record and want institutional depth. NSE Emerge and BSE SME exist for smaller companies, with platform-specific eligibility norms, a lighter process and lower costs — and a defined migration path to the main board later. The right answer turns on scale, financial history and what the promoters want the listing to do.
How long does an IPO take?
From a serious readiness exercise to listing, most companies should plan in months: commonly around a year for a first-time main-board issuer, less for SME listings with clean structures. The legal timetable is driven by how much clean-up the diagnostic finds; companies that start counsel early list faster, because the expensive delays are the problems discovered late.
What legal issues most often delay an IPO?
Undisclosed or unresolved litigation, gaps in promoter shareholding history and share-transfer records, related-party arrangements that need unwinding or disclosure, land and title defects, and outdated licences. None of them is unusual; all of them take longer to fix than promoters expect once bankers are engaged and the window is chosen.
What is promoter lock-in?
Under SEBI’s ICDR Regulations, the minimum promoters’ contribution — 20% of post-issue capital — is locked in after listing, for 18 months in most cases, with longer periods in certain situations and shorter lock-in applying to holdings beyond the minimum. Planning the lock-in — whose shares, which tranches — belongs in pre-IPO structuring, well before allotment.
Can an Indian company list at GIFT IFSC instead of on NSE or BSE?
Indian issuers already list debt — foreign-currency bonds, masala bonds, ESG-labelled instruments — on NSE IX and India INX at GIFT IFSC under the IFSCA (Listing) Regulations, 2024, and the framework for direct equity listings of Indian companies at GIFT IFSC has been introduced by the government and is operationalising. For issuers with foreign-currency ambitions, it is a route worth evaluating alongside the domestic exchanges — and we advise on both.
Discuss your listing plans
Whether the IPO is eighteen months away or the DRHP is due this quarter — the earlier counsel starts, the shorter the path. Begin with a readiness conversation.
Discuss Your Listing Plans →