The Complete Guide to IPO Listing Process in India - Step-by-Step 2025

1. The Complete Guide to the IPO Listing Process in India For most business owners, the idea of an IPO feels like a major milestone—the moment your startup enters the big league. The bell rings. The valuation spikes. The media celebrates your journey. But beyond the headlines, what does it really mean to list your company on a stock exchange? What happens in the months—sometimes years—leading up to that one public moment? The truth is, IPOs are as much about internal preparation as they are about public offerings. And in India, where regulations are evolving and investor sentiment is rapidly maturing, understanding the IPO listing process isn’t just helpful—it’s essential. For many founders, an IPO is the first real brush with public scrutiny. It’s when every number, every decision, and every document is examined—not just by regulators, but by investors, analysts, and the market at large. And that’s exactly why this guide exists. Not to overwhelm you with jargon. Not to oversimplify the process. But to walk you through it step by step—so whether you're a startup founder exploring your funding options or an SME considering BSE SME or NSE Emerge platforms, you’ll know what lies ahead. At MUDS Management, we’ve helped companies navigate the IPO maze with structure, strategy, and a strong focus on compliance. And we’ve learned that listing isn’t just about fundraising—it’s about building the kind of business that’s worth investing in. So if you’re ready to understand how India’s IPO system really works—from appointment of merchant bankers to SEBI filings, from DRHPs to bell ringing ceremonies—read on. 2. What Is an IPO? A Simple Yet Strategic Definition IPO stands for Initial Public Offering—a process through which a private company offers its shares to the public for the first time in exchange for capital. It marks the transition of a business from privately held to publicly traded. But an IPO isn’t just a fundraising mechanism. It’s a strategic business decision that changes how the company is perceived, operated, and governed. When you go public, you're not just asking investors to buy your shares. You're inviting them to buy into your story, your future, and your ability to scale. That’s why IPOs in India are closely

2. regulated—not to make life difficult for founders, but to ensure that only credible, stable, and compliant businesses reach public markets. There are two key types of IPOs in India: ● Mainboard IPOs: Suitable for larger companies with a robust track record, higher profitability, and more stringent eligibility criteria. These are listed on platforms like NSE and BSE. ● SME IPOs: Tailored for small and medium enterprises. These are listed on platforms like BSE SME and NSE Emerge. The entry barrier is lower, but the process still demands financial transparency, governance, and documentation. Regulatory Bodies Involved: 1. SEBI (Securities and Exchange Board of India) – Regulatory authority ensuring investor protection and fair listing. 2. Stock Exchanges (NSE/BSE) – Platforms where your company will eventually be listed. 3. Depositories (NSDL/CDSL) – Where investor shares are held in dematerialized form. 4. Merchant Bankers & Intermediaries – Who handle filings, due diligence, and issue management. An IPO isn’t a quick fix for cash flow issues. It’s the culmination of months (or years) of disciplined business practices, investor outreach, and strategic alignment. And if done right—it can be transformative. 3. Pre-IPO Preparation: The Real Work Begins Most people think the IPO process starts when you file with SEBI. But in reality, the journey begins much earlier—often in quiet boardrooms and Excel sheets—when the company starts getting its house in order. Here’s what serious pre-IPO preparation looks like in India: a) Business Structuring & Financial Hygiene Your first task? Ensure your financials are clean, compliant, and tell a compelling growth story.

3. ● Profit Track Record: Mainboard IPOs typically require net profit in the last 3 out of 5 years. SME IPOs are more flexible but still require consistent revenue and operational viability. ● Net Worth & Capital: For SME IPOs, the post-issue paid-up capital should be between ₹1 crore to ₹25 crores. ● Audit Quality: Financials should be audited by a peer-reviewed chartered accountant. ● No Defaults or Pending Dues: All tax filings, GST payments, and regulatory dues must be cleared. This is the phase where many companies fall behind—not because they’re unprofitable, but because they lack documentation discipline. b) Corporate Governance Readiness Once your financials are sorted, it’s time to turn inward and assess your corporate structure. Investors don’t just invest in a product—they invest in the team, the processes, and the long-term viability of the business. ● Do you have a Board of Directors in place? ● Are there independent directors and a functioning audit committee? ● Are your statutory records up to date? ● Are board meetings, shareholder meetings, and AGM minutes recorded and filed? Even if you’re a founder-driven SME, going public means entering a more professional operating environment. The earlier you align with this, the better. c) Promoter Due Diligence Your personal history, directorships in other companies, pending litigations (if any), and financial standing will come under scrutiny. SEBI and merchant bankers conduct exhaustive checks on promoters. If you have past business failures, defaults, or unresolved compliance issues, now is the time to clean them up.

4. At MUDS, we often begin every IPO journey with a “promoter hygiene check” to identify any red flags before they become deal-breakers. d) Choosing Between Mainboard and SME IPO This decision affects everything—from eligibility to disclosure norms to target investors. ● If your company is large, profitable, and already attracting institutional interest, the mainboard might be suitable. ● If you’re an emerging SME with stable revenue and growth potential, an SME IPO offers a more practical, founder-friendly path. Each has its own documentation needs, investor expectations, and listing costs. It’s crucial to choose the right fit—not just for today, but for your 5-year vision. e) Tying Up With Key Advisors You can’t list alone. You’ll need: ● A SEBI-registered Merchant Banker ● A Registrar to the Issue (RTA) ● A Legal Advisor ● A Peer-reviewed Auditor ● Sometimes, an underwriter or market maker (especially in SME IPOs) These advisors will guide the rest of the process—including regulatory filings, investor documentation, and pricing strategy. Choosing experienced professionals can save you months of time and legal back-and-forth. f) Crafting Your Growth Story This may not sound technical, but it’s critical. Your business plan, future projections, risk factors, and expansion strategy must be clearly articulated in your Draft Red Herring Prospectus (DRHP).

5. Investors want clarity, not confusion. They want numbers backed by logic, not hope. Your growth story needs to answer one key question: Why now? MUDS helps businesses build this narrative—not just through language, but by aligning financials, market data, and industry insights into a cohesive pitch. 4. The IPO Listing Process in India: Step-by-Step Once your internal groundwork is ready—financials aligned, governance in place, and advisors appointed—it’s time to formally begin the IPO listing journey. This section walks you through each stage in the Indian IPO process, especially tailored for SME and startup founders. Step 1: Appointment of Key Intermediaries An IPO is a collaborative effort—and you’ll need an experienced team to guide and execute every phase: ● Merchant Banker (Lead Manager): Acts as the primary coordinator of your IPO. They’re responsible for preparing documents, liaising with SEBI, pricing the issue, and managing investor communication. ● Registrar to the Issue (RTA): Handles the application process, allotment of shares, and refund management. ● Legal Advisor: Ensures your documentation, agreements, and regulatory disclosures are compliant. ● Auditors: Conduct statutory audits and validate your financial statements for inclusion in your DRHP. ● Market Maker (for SME IPOs): Ensures liquidity in the post-listing phase by offering buy/sell quotes. These professionals play a critical role in how smoothly the IPO proceeds. Most delays and compliance failures happen when founders work with inexperienced or poorly coordinated teams. At MUDS, we not only recommend seasoned partners—we actively manage the timeline so that founders can focus on their core business during the IPO process.

6. Step 2: Due Diligence & Documentation This is where your advisors start preparing the backbone of your IPO—the documents that regulators and investors will review. a) Draft Red Herring Prospectus (DRHP) The DRHP is the central document of your IPO. It includes: ● Company profile & history ● Promoter background ● Risk factors ● Use of proceeds (how IPO funds will be used) ● Business model & financial details ● Industry overview ● Legal proceedings, if any While merchant bankers typically draft the DRHP, your internal team must supply accurate and complete data. Even minor inconsistencies here can raise red flags with SEBI. b) Financial Statements & Audits ● Financial statements for the last 3 years (minimum) are required. ● SME IPOs require peer-reviewed audit reports. ● Restated financials are prepared to align with listing standards. This is where financial clarity matters most. Investors won’t just look at profit—they’ll look at consistency, growth drivers, margin trends, and liabilities. c) Legal & Secretarial Due Diligence A detailed legal review is done to verify: ● Company incorporation & shareholding structure

7. ● Past legal notices or litigation ● Corporate resolutions ● Related party transactions ● ROC filings & statutory records If issues are discovered, corrective steps may need to be taken before proceeding further. Step 3: Filing With SEBI and the Stock Exchange Once the DRHP and all due diligence documents are ready, your merchant banker files the DRHP with SEBI and the relevant stock exchange (BSE or NSE). a) SEBI Review and Observations SEBI may take a few weeks to issue its observations—a formal document that outlines questions, clarifications, or modifications needed in your draft prospectus. This is not an audit, but a regulatory review to ensure investor protection. Common issues raised: ● Unclear risk disclosures ● Missing promoter details ● Inconsistent financial explanations ● Lack of industry benchmarking Responding to these observations in a timely and transparent manner is critical. MUDS helps clients craft responses that satisfy SEBI’s concerns while preserving the narrative strength of the IPO. b) Approval and Filing of RHP Once SEBI’s observations are cleared, your team files the Red Herring Prospectus (RHP) with final details—pricing band, issue size, and dates. This is the official document used for investor marketing. Step 4: Marketing, Roadshows & Book Building

8. This phase is about generating interest among potential investors—especially HNIs, institutional buyers, and retail applicants. a) Investor Roadshows Your merchant banker may organize physical or virtual roadshows where promoters pitch the business to investors, answer questions, and build excitement. For SME IPOs, the scale is smaller, but positioning still matters. A well-timed press release, social media visibility, or industry engagement can boost trust. b) Book Building Process (If Applicable) In book-built issues, the IPO is priced through investor bids rather than a fixed price. Based on demand, the final price per share is determined. A price band is announced (e.g., ₹95–₹105 per share), and investors submit bids. This method helps discover the most fair and market-driven price for the shares. Step 5: Opening the Public Issue This is when your IPO officially opens for subscription—typically for 3 working days. Investors can apply through: ● ASBA (Application Supported by Blocked Amount) via bank accounts ● UPI for smaller bids in retail category ● Broker Platforms (like Zerodha, AngelOne, etc.) Applications are tracked real-time through stock exchange portals. During this time, media attention peaks, and your issue’s subscription figures become public. Oversubscription often signals strong investor interest—but even a well-subscribed issue must deliver on post-listing performance to maintain confidence. Step 6: Allotment of Shares and Refunds After the issue closes: ● Registrar finalizes the basis of allotment.

9. ● Shares are credited to the demat accounts of successful bidders. ● Refunds are issued to those who did not receive allotment. For SME IPOs, this process may take 4–6 working days. Accuracy in data handling, demat coordination, and refund timing is critical—and MUDS ensures no gaps here. Step 7: Listing on the Stock Exchange This is the moment you’ve been working toward. Your shares are officially listed on the designated stock exchange—BSE or NSE—and begin trading under the chosen ticker symbol. Listing Day Includes: ● Bell ringing ceremony (optional for SMEs) ● Media coverage (if planned) ● Opening price discovery based on pre-market bids ● Real-time trading But this isn’t the end of the journey. It’s the beginning of a new phase—where the public becomes part of your shareholder base, and your company operates in a more transparent, structured manner. A Note on Timing: The full IPO process—from appointing advisors to listing—takes anywhere between 6 to 12 months, depending on: ● Financial and compliance preparedness ● Speed of document approvals ● Market conditions ● Regulatory reviews

10. Rushing it rarely works. The companies that benefit most from IPOs are those that treat the journey as a business transformation, not just a capital raise. 5. Post-Listing Compliance & Reporting Congratulations, your company is now publicly listed. But the journey doesn’t end at the bell-ringing ceremony. In fact, it gets more structured—and more visible. As a publicly traded entity, you’re now accountable to a wider group of stakeholders: public investors, institutional shareholders, analysts, and regulatory bodies. That means maintaining discipline, transparency, and timely communication is not just good practice—it’s the law. Here’s what post-listing compliance typically involves in India: 1. Periodic Financial Reporting You must now follow strict timelines for sharing your business performance: ● Quarterly financial results must be submitted within 45 days of quarter-end. ● Annual audited results must be declared within 60 days of the end of the financial year. ● These reports must follow SEBI's prescribed format and accounting standards. Investors watch these closely. Delays or inconsistencies can dent credibility—and trigger penalties. 2. Shareholding Pattern Disclosures Every quarter, you’re required to disclose the latest shareholding structure: ● Promoter holdings ● Institutional vs retail ownership ● Changes in ownership above a certain threshold This transparency builds trust and allows market participants to evaluate control and influence over the company. 3. Corporate Governance Compliance For mainboard companies and large SMEs, this includes:

11. ● Maintaining a minimum number of independent directors ● Having a functioning audit committee ● Filing corporate governance reports regularly ● Following the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Failing to comply can trigger warnings, fines, or even suspension from trading. 4. Timely Intimations & Event-Based Disclosures Any significant event—like board meetings, dividends, M&A activity, or litigation—must be disclosed to stock exchanges and published publicly. This level of openness may feel overwhelming at first, but it plays a key role in maintaining investor confidence. 5. Investor Relations As your shareholder base grows, responding to investor queries, hosting analyst calls, and publishing shareholder communications becomes critical. While not mandatory for SMEs, it's a valuable practice to cultivate transparency. This is where having strong internal systems pays off. At MUDS, we help companies establish post-listing SOPs (Standard Operating Procedures), automate compliance calendars, and onboard tools to ensure nothing slips through the cracks. Because staying compliant is no longer a choice—it’s part of your brand reputation. 6. The Role of MUDS Management in Your IPO Journey At MUDS Management, we don’t just guide companies through IPOs—we partner with them. Over the years, we’ve worked with small businesses, tech startups, and growing manufacturing companies, each with different goals and challenges. And we’ve come to understand something crucial: IPO readiness isn’t a single checklist. It’s a transformation. That’s why we approach every IPO engagement with depth, empathy, and a multi-layered strategy.

12. Here’s what sets our approach apart: 1. Pre-IPO Diagnostic & Readiness Mapping Before we begin the process, we conduct a full audit: ● Financial strength ● Legal hygiene ● Promoter background ● Internal systems ● Growth potential You receive a detailed IPO readiness report—with timelines, risks, and recommendations. 2. Strategic Structuring & Clean-Up We don’t just point out compliance gaps—we help fix them: ● Streamlining board structure ● Cleaning ROC and MCA records ● Rectifying promoter disclosures ● Preparing for SEBI queries Whether you're 3 months or 12 months away from IPO, we help build a step-by-step roadmap. 3. Seamless Coordination with Intermediaries Through our deep network, we help you onboard the right merchant banker, legal counsel, auditor, registrar, and PR partner. And we manage timelines, meetings, and deliverables—so you’re not left juggling tasks. Think of us as your IPO project manager, ensuring every document, meeting, and investor pitch is on track. 4. Narrative Development & Investor Collaterals

13. Your story matters. Investors want a growth thesis, not just spreadsheets. We help craft: ● The business story in your DRHP ● Investor decks ● Risk disclosures that are accurate but not fear-inducing ● A vision that resonates across stakeholders 5. Post-Listing Advisory Our support doesn’t end after listing: ● We help implement compliance tools ● Train internal teams for quarterly reporting ● Advise on public communication strategy You’re not just getting listed—you’re entering a new chapter. We stay with you through it. “Listing is a milestone, but not the destination. We help companies prepare for life after listing—with clarity, confidence, and compliance.” — Shweta Gupta, CEO, MUDS Management Whether you're a confident startup or a cautious SME, we meet you where you are—and walk with you all the way to the stock exchange. 7. Frequently Asked Questions Q1. How long does the IPO listing process take in India? On average, the IPO journey—from advisor onboarding to stock exchange listing—takes 6 to 12 months. This depends on your documentation readiness, SEBI reviews, market conditions, and internal coordination. Q2. How much does it cost to get listed? The total cost varies based on issue size and advisors selected. It includes:

14. ● Merchant banker fees ● Legal and audit costs ● SEBI and exchange filing fees ● Registrar & RTA charges ● Publicity and marketing expenses SME IPOs are more cost-efficient, typically ranging between ₹30–50 lakhs. Q3. Can a company apply for IPO without profitability? For mainboard IPOs, profitability is generally required in 3 out of the last 5 years. However, SME IPOs are more flexible. If your company shows consistent operations, revenue, and has strong promoter credibility, you may still qualify. Q4. Is IPO the right option for every growing business? Not always. IPOs require structure, transparency, and long-term compliance. If you're looking for quick capital or don’t have a scalable business model, private funding may be more suitable. Q5. What are the risks of going public? ● Increased scrutiny from regulators and investors ● Market volatility can affect share price, regardless of fundamentals ● Public disclosures may reveal sensitive business data ● Higher ongoing compliance costs That said, with the right advisory team and internal preparedness, these risks can be mitigated effectively. 8. Conclusion: Listing Is the Start, Not the End Going public is often seen as the grand finale—a culmination of years of hard work and resilience. And yes, it’s a milestone worth celebrating. But for companies that do it right, an IPO is actually just the beginning. Because after the listing, your company enters a new league. A league of regulated discipline, strategic visibility, and public accountability. It’s where your systems matter just as much as your

15. product. Where investor trust becomes your new currency. And where structure, not just scale, defines your next chapter. The IPO process in India isn’t easy—but it is navigable. Especially if you start early, stay organised, and partner with the right experts. Many of the roadblocks that stall listings—non-compliance, poor documentation, promoter issues—are avoidable when you have an experienced hand guiding the way. At MUDS Management, we’ve walked this road with countless founders. Some were confident from day one. Others were unsure, overwhelmed, or just exploring options. But by the end, they all reached the same realisation: IPO is not just about funding—it’s about future-proofing. So if you're considering going public—not tomorrow, but someday—today is a good time to start preparing. Because readiness isn't just a checklist. It's a mindset. Want to explore your IPO potential? Book a free consultation with MUDS Management, and let’s map your journey from private to public—with strategy, support, and complete compliance.