DRHPSEBI ICDRLODRMain BoardSMEInvIT / REIT
AMLEGALS / Transactions / IPO
IPO & Capital Markets

The prospectus is a promise.
We help you keep it.

An IPO is not an event. It is the start of a public-company life under SEBI LODR. AMLEGALS drafts the DRHP, manages the SEBI cycle, runs the underwriter diligence cascade, and stands behind the prospectus through to the first quarterly result.

The DRHP is the most disclosed document in the issuer’s history. Every word is read by SEBI, the BRLMs, the rating agencies, the proxy advisors, the QIBs and the High Court if it ever has to be. We draft like all of them are already reading.
30–36
Weeks — the realistic kickoff-to-listing window for a clean ICDR-eligible issuer
VI
SEBI ICDR Schedule VI — the architecture of every DRHP we file
LODR
SEBI LODR — corporate governance from listing minute one onwards
Six workstreams • one operating system

The full operating system of an IPO.

Each workstream sits inside a statutory window. None of them is optional. All of them are owned by a partner.

01

DRHP & Prospectus

Schedule VI architecture, risk factor scripting, MD&A drafting, capital history, litigation, IPO objects, taxation chapter.

02

SEBI Observations

Observations cycle managed end-to-end. Recasts within statutory timelines. SEBI library cross-walked to risk factors.

03

Underwriter Diligence

Counsel-to-BRLM coordination. Comfort letter cascade, 10b-5 negative assurance, bring-down letters.

04

Anchor & Marketing

Roadshow legal compliance, investor protection rules, anchor allocation, marketing material vetting.

05

Pricing & Allotment

RHP, ASBA, book build, anchor lock-in, Schedule XIII allotment math, listing-day documentation.

06

Post-Listing & LODR

Reg 17 governance, Reg 30 material events, insider trading code, quarterly results, first investor relations cycle.

The AMLEGALS method

Six stages, end-to-end — from mandate to the first quarterly result.

Each stage hands clean inputs to the next. The DRHP that survives SEBI is the one written for the next quarterly result, not just for the issue.

01

Mandate

BRLM and counsel appointment. Process letter. Kickoff cadence.

02

DRHP

First-draft DRHP under Schedule VI. Risk-factor scripting. MD&A.

03

SEBI

DRHP filed. Observations managed within statutory timelines.

04

Roadshow

Anchor outreach. Pricing band recommendation. Marketing-rule compliance.

05

Pricing

RHP. Book build. Schedule XIII allotment. Refund / unblock.

06

Listing

Listing day. Stabilisation. LODR live. First quarterly result.

The doctrine

Draft the DRHP for the analyst, the regulator and the litigator — all on the same page.

The DRHP is read three ways simultaneously: by the analyst building a model, by the regulator searching for an observation, and by the litigator preparing a future class-action complaint. The best prospectuses anticipate all three readings. Ours do.

  • Analyst-grade MD&A — the operating story is intelligible without the financials open
  • Regulator-grade risk factors — every SEBI observation pre-empted in the language of the DRHP
  • Litigator-grade disclosure — every promise made is matched to a verifiable record
  • One document, three readers, no internal contradiction
See the pre-IPO programme
The instruments of public-market capital
Four codes govern an Indian IPO end-to-end.
Each becomes a section of the DRHP, a compliance calendar item, and a litigation risk.
Reg 6
SEBI ICDR eligibility
Profitability route or QIB-led route. Net worth, net tangible assets, average operating profit, name change continuity tests.
SEBI ICDR 2018
Sch VI
SEBI ICDR Disclosure Schedule
The architecture of every DRHP. Risk factors, MD&A, capital structure history, litigation, RPT, taxation chapter.
SEBI ICDR Sch VI
LODR
SEBI Listing Obligations & Disclosure
Corporate governance, material events, insider trading, RPT policy, quarterly results, IR cycle.
SEBI LODR 2015
PIT
SEBI Prohibition of Insider Trading
UPSI handling, code of conduct, structured digital database, listing-day insider register, designated persons.
SEBI PIT 2015

Interactive · Path to IPO

Thirty-six weeks. Six stages. One trading symbol.

Click any stage to read what happens, what we run, and what the issuer has to deliver.

MandateWeek 0–2

Counsel and bankers appointed. Process letter, NDA grid, kickoff. Indicative size, structure and route to listing agreed in principle.

  • BRLM appointment letters
  • Counsel engagement under privilege
  • Process letter circulated
  • Kickoff cadence — weekly steerco
Answers

Questions boards ask before the BRLMs are appointed.

Short, direct, on the record.

01What is AMLEGALS’ scope on an IPO mandate?

End-to-end. DRHP drafting and verification, BRLM coordination, underwriter due diligence, SEBI ICDR compliance, observations management, RHP and prospectus, anchor and marketing compliance, listing-day procedure, and the first quarter of SEBI LODR. We are the issuer counsel of record from kickoff through the first quarterly result.

02What is the typical timeline from kickoff to listing?

For a SEBI ICDR-eligible issuer with a clean pre-IPO programme, the realistic kickoff-to-listing window is 30–36 weeks. For issuers that begin without a pre-IPO programme, the timeline doubles, and the SEBI observation cycle becomes the dominant risk.

03What are the principal eligibility tests under SEBI ICDR?

Profitability route (Reg 6(1)) — net tangible assets, average operating profit, net worth and name-change continuity tests, all measured over the preceding three financial years. Alternative route (Reg 6(2)) — QIB-led issue with allotment to QIBs of not less than 75%. The route chosen drives the architecture of the DRHP and the marketing strategy.

04How does the underwriter diligence interact with our diligence?

Underwriter diligence is run by counsel for the BRLMs. We coordinate — issuer counsel and BRLM counsel — so that diligence findings cross-walk into the DRHP risk factors, the bring-down letters, the comfort letters from the auditors, and the 10b-5 negative-assurance opinion on the offering memorandum.

05What does day-one post-listing look like under SEBI LODR?

From the moment of listing, the issuer is bound by SEBI LODR — corporate governance (Reg 17 onwards), material event disclosure (Reg 30), insider trading code, prevention of insider trading, related-party policy, and quarterly results within statutory windows. We hand over a compliance calendar and a disclosure SOP on listing day; the first quarterly result is a closely supervised exercise.

Engage AMLEGALS

The DRHP that survives SEBI is the one written for the first quarterly result.

Bring us in at mandate. Not at observation.

Request a confidential consultation[email protected]
Engagements are conducted under attorney work product and privilege.