SEBI ICDRDRHPPromoter Lock-inRPTESOPRoC
AMLEGALS / Transactions / Pre-IPO
Pre-IPO Readiness & Restructuring

From private books to public scrutiny.
Get ready before you go.

The cleanest IPOs are not the ones with the best banker. They are the ones whose issuers spent eighteen months becoming public-company ready before the DRHP was drafted. We run that programme.

SEBI does not assess your business idea. It assesses the disclosure architecture around it. A pre-IPO programme is therefore not a finance project — it is a disclosure-readiness project, and counsel runs it.
18–36
Months — the realistic pre-IPO programme runway for a SEBI ICDR-eligible issuer
20%
Of post-issue capital held by promoters, locked-in 18 months under SEBI ICDR Reg 16
6
Workstreams: promoter, RPT, ESOP, RoC, group structure, DRHP
Six workstreams • one operating system

The full operating system of a pre-IPO programme.

Each workstream is owned by a partner. None of them moves without the others. The DRHP is the output of all six — not the start of any of them.

01

Promoter Holding Cleanup

Promoter list finalisation, lock-in eligibility under Reg 16, indirect holdings, pledges, family arrangements, declarations.

02

Related-Party Transactions

Three-year RPT audit, arm’s-length restatement, audit-committee approvals, board ratification, public-disclosure scripting.

03

ESOP Rationalisation

SEBI SBEB alignment, scheme amendment, grant reconciliation, accounting realignment, disclosure schedule.

04

RoC & Statutory Catch-up

AOC-4, MGT-7, charges, registers, secretarial standards. Audit-trail compliance from inception of the company.

05

Group Simplification

Wind-down of redundant entities, mergers under Sec 233, LLP conversions, cross-holdings, related-party simplification.

06

DRHP Architecture

Schedule VI structure, risk factor scripting, MD&A drafting, capital structure history, litigation and IPO objects.

The AMLEGALS method

Six stages. From diagnostic to DRHP, sequenced.

The earlier the diagnostic, the smaller the cleanup. The smaller the cleanup, the faster the DRHP.

01

Diagnostic

Six-domain pre-IPO health check. Gap analysis. Runway proposed.

02

Cleanup

Promoter list, lock-in eligibility, pledges, indirect holdings.

03

Restructure

Group simplification, RPT audit, ESOP under SBEB, RoC catch-up.

04

Mock DRHP

First-draft DRHP under Schedule VI. External mock review.

05

Bankers

BRLM appointed. Valuation indication. Marketing plan. Anchors mapped.

06

SEBI Filing

Final DRHP filed. Observations managed. RHP prepared.

The doctrine

The DRHP is read against ten other documents. They have to say the same thing.

SEBI does not read the DRHP in isolation. It reads it next to your audited financials, your RoC filings, your RPT register, your promoter declarations, your ESOP scheme, your group cap-table and your litigation list. The discipline of a pre-IPO programme is making sure every one of those documents tells the same story — in the same words.

  • Promoter list reconciles across MGT-7, DRHP and DIN-based SEBI search
  • RPT note in financials matches the disclosure table in the DRHP
  • Risk factor language in the DRHP pre-empts SEBI observation language
  • Litigation disclosure matches the auditor’s contingent liability note
See the diligence engine
The regulatory map of a pre-IPO programme
Four instruments decide whether you file in nine months or thirty.
Each becomes a cleanup workstream. We run all four in parallel.
ICDR
SEBI ICDR Regulations, 2018
Eligibility (Reg 6, Reg 7), promoter contribution and lock-in (Reg 14, Reg 16), disclosure schedule (Schedule VI).
SEBI ICDR 2018
SBEB
SEBI Share Based Employee Benefits, 2021
ESOP scheme, trust route, perpetual options. Disclosure, accounting and grant reconciliation pre-filing.
SEBI SBEB 2021
LODR
SEBI LODR for post-listing readiness
Corporate-governance code (Reg 17 onwards). Built into the pre-IPO programme so day-one of listing is compliant.
SEBI LODR 2015
DPDPA
Digital Personal Data Protection Act, 2023
From 13 May 2027, a disclosure-grade obligation. The issuer’s data architecture is now a DRHP risk factor.
DPDPA 2023

Interactive · IPO Readiness Index

Six questions decide whether the runway is 9 months or 30.

Answer honestly. We score the company against the six workstreams every SEBI-eligible issuer has to satisfy.

Are promoter shareholdings, lock-in eligible, and free of pledge or undisclosed creation of security?
Are related-party transactions over the last three years documented, valued at arm’s length, and audit-ready?
Is the ESOP scheme SEBI SBEB-compliant, with all grants, vesting and exercise records reconciled?
Are all RoC filings (annual returns, charges, MGT-7, AOC-4) current and consistent with audited financials?
Is the group structure simplified, with no idle subsidiaries, redundant LLPs or unexplained inter-corporate exposure?
Is the data protection function audit-ready under DPDPA, with notice, consent, breach, retention and DPO architecture in place?
Answers

Questions issuers and boards ask before the runway begins.

Short, direct, on the record.

01When should a company start its pre-IPO programme?

For an issuer targeting SEBI ICDR eligibility, the cleanest window is 18–36 months before the proposed DRHP filing. The first 6 months are diagnostic and architecture. The next 12–24 are execution — group simplification, RPT cleanup, ESOP regularisation, RoC catch-up. The last 6 are DRHP and banker readiness.

02What are the six workstreams of a pre-IPO programme?

Promoter holding and lock-in eligibility, related-party transactions audit, ESOP rationalisation under SEBI SBEB, RoC and statutory filings catch-up, group structure simplification, and disclosure architecture across the DRHP draft. Every issuer that runs all six in parallel files faster and answers fewer SEBI observations.

03Why does promoter lock-in matter — and how do you optimise it?

SEBI ICDR Regulation 16 requires 20% of post-issue paid-up capital held by promoters to be locked-in for 18 months from the date of allotment (with relaxations for QIB-led issues), and the balance of promoter holding for 6 months. Mis-classification of promoter shares or failure to recognise indirect holdings extends the lock-in and constrains post-IPO secondary sales by founders.

04How is the DRHP architected to survive SEBI review?

The DRHP is read by SEBI in conjunction with the audited financials, the RPT register, the promoter list, the RoC filings and the ESOP scheme. We architect the DRHP so the same fact appears identically across every source document, and so material risk factors are pre-disclosed before SEBI raises them as observations.

05What role do existing PE investors play in pre-IPO sequencing?

PE investors typically hold pre-IPO secondaries, anti-dilution and ratchet rights, and exit obligations under the SHA. The SHA has to be converted or terminated before listing; some rights survive as post-IPO arrangements. The sequencing of conversion vs ratchet adjustment is a deal in itself — we have run it on both sides.

Engage AMLEGALS

Start the runway before you appoint the banker.

The valuation you achieve at IPO is largely set by what you cleaned up eighteen months before.

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Engagements are conducted under attorney work product and privilege.