Going Public in India:The IPO PlaybookUnder SEBI ICDR 2026 From board room resolution to stock exchange listing.

I.  Introduction

There is a moment in the life of every growing company when the question is no longer whether to consider a public listing — it is when and how to do it correctly. An Initial Public Offer (IPO) on the Main Board of the National Stock Exchange or the BSE is, for most Indian companies, the single most consequential corporate event they will undertake. It is also one of the most heavily regulated.

The Securities and Exchange Board of India's (SEBI) framework for public issues anchored in the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the ICDR Regulations) and operationalised through the SEBI Master Circular on ICDR dated 09 February 2026 is, by any international benchmark, a comprehensive and procedure-intensive instrument. It governs everything from the threshold financial conditions a company must satisfy before it can even file a Draft Offer Document, to the precise minute by which the allotment must be credited to investors' demat accounts.

The SEBI (ICDR) Amendment Regulations, 2025 (effective March 2025) and the SEBI (ICDR) Amendment Regulations, 2026 (effective March 2026) have materially altered several features of this framework from lock-in provisions and offer for sale caps to the introduction of a mandatory abridged prospectus with a QR code on every application form. Companies currently in the pre-IPO pipeline, and their legal counsel, must understand these changes with precision.

This article walks through the IPO procedure from start to finish — covering eligibility, the intermediary structure, the offer document cycle, pricing, allotment, and listing and analyses the most significant recent amendments. It is written for in-house counsel, CFOs, and founders approaching a public listing, as much as for the practitioners advising them.

II.  What Is an IPO, and Why Does the Distinction Matter?

An Initial Public Offer, as defined under the ICDR Regulations, is the first occasion on which an unlisted company makes either a fresh issue of shares or convertible securities, or offers its existing shares for sale to the public or both simultaneously. Once a company's shares are listed on a recognised stock exchange following an IPO, any subsequent public capital raise is a Further Public Offer (FPO).

The distinction between a fresh issue and an Offer for Sale (OFS) within an IPO matters enormously in practice. A fresh issue raises new capital for the company — the proceeds flow into the issuer's treasury and are deployed for the objects specified in the offer document. An OFS, by contrast, is a mechanism by which existing shareholders monetise their holdings; the proceeds go to the selling shareholders, not to the company.

III.  The Gateway: Eligibility Under Regulation 6

Before a company can file so much as a Draft Red Herring Prospectus (DRHP) with SEBI, it must satisfy one of two eligibility routes under Regulation 6 of the ICDR Regulations. The choice of route has cascading consequences across the entire issue structure.

Route A — The Financial Track (Regulation 6(1))

The classical route requires the issuer to demonstrate, on a restated and consolidated basis over the preceding three full financial years:

•        Net Tangible Assets of at least ₹3 Crore, with no more than 50% held in monetary assets (unless firm commitments exist to deploy the excess).

•        Average Operating Profit of at least ₹15 Crore with operating profit recorded in each of the three years individually, not merely on average. This is a conjunctive condition that catches many applicants off guard.

•        Net Worth of at least ₹1 Crore, restated and consolidated.

•        If the company changed its name in the preceding year, at least 50% of its revenue must derive from the activity indicated by the new name.

A company satisfying Route A may price its issue either through the Book Building process or the Fixed Price method, and has greater flexibility on the QIB allocation percentage.

Route B — The QIB Track (Regulation 6(2))

For companies that cannot satisfy the financial criteria — typically high-growth technology businesses, new-economy companies, or pre-profitability ventures — the alternative is the QIB Route. The trade-off is significant: the issue must be made entirely through the Book Building process, and a minimum of 75% of the Net Offer must be mandatorily allotted to Qualified Institutional Buyers. Retail and non-institutional allocations are correspondingly compressed.

The 2026 regulatory framework further provides that companies with at least three years of operating history and a minimum net worth of ₹25 Crore may file a DRHP even in the absence of profitability, provided the offer document demonstrates a credible path to profitability — a meaningful concession for the startup ecosystem.

IV.  The Corporate Approval Sequence

Once eligibility is confirmed, the first statutory steps are firmly in Companies Act, 2013 territory. The corporate approval sequence for an IPO runs as follows:

The Board of Directors must first be convened on at least seven clear days' notice (Section 173(3), CA 2013, read with Secretarial Standard-1). At this meeting, the Board passes resolutions approving any necessary alterations to the Memorandum and Articles of Association, approving the IPO in principle, and authorising the issue of the General Meeting notice.

The General Meeting convened on not less than 21 clear days' clear notice must pass a Special Resolution under Section 62(1)(c) of CA 2013, authorising the issue of equity shares to persons other than existing shareholders. The Board is simultaneously empowered to execute all documents, sign the offer document, and take all further necessary actions.

Following the General Meeting, e-Form MGT-14 must be filed with the Registrar of Companies within 30 days of passing the Board and Special Resolutions. This is a statutory obligation whose breach attracts additional fees and adjudication and whose timeline must be calendared from the moment the resolutions are passed, independent of the broader IPO schedule.

V.  The IPO Intermediary Ecosystem

India's Main Board IPO structure requires the simultaneous engagement of multiple categories of SEBI-registered intermediaries. Each plays a specific, non-overlapping statutory role. The ecosystem, as constituted under the current regulatory framework, involves:

•        Book Running Lead Managers (BRLMs / Merchant Bankers): The central coordinating intermediary. The BRLM conducts due diligence, files offer documents with SEBI, manages the book building process, monitors allotment, and submits the post-issue due diligence certificate. As of March 2026, 241 Merchant Bankers are registered with SEBI.

•        Registrar to the Issue (RTA): Responsible for collecting and processing applications, determining the basis of allotment, and dispatching allotment confirmations and refund orders. 80 RTAs are currently registered.

•        Self-Certified Syndicate Banks (SCSBs) and Sponsor Banks: SCSBs facilitate the Application Supported by Blocked Amount (ASBA) mechanism — the mandatory bidding route for all investors except Anchor Investors. Sponsor Banks act as the conduit between stock exchanges and the NPCI for UPI-based bids. The UPI limit for individual investors was enhanced from ₹2,00,000 to ₹5,00,000 under the current framework.

•        Credit Rating Agencies: Where the issue size exceeds ₹100 Crore (excluding OFS), a registered CRA must be appointed as the Monitoring Agency to monitor utilisation of issue proceeds and submitting quarterly reports within 45 days of each quarter's end.

•        Practicing Company Secretary (PCS): The PCS conducts secretarial due diligence and submits a Due Diligence and Search & Status Report to the BRLM, covering the issuer's corporate history, capital structure, and compliance record. The PCS also certifies compliance with the Structured Digital Database (SDD) requirements under the SEBI PIT Regulations, 2015.

•        Depositories (NSDL and CDSL): All specified securities must be dematerialised prior to DRHP filing. Allotment is exclusively to demat accounts. Under the 2026 amendments, non-transferable securities (where a technical lock-in cannot be created) are recorded as such by the depositories on issuer instruction.

VI.  The Offer Document Cycle: From DRHP to Prospectus

The offer document cycle is the operational heart of the IPO process. It begins with the preparation of the Draft Red Herring Prospectus (DRHP) — a document that discloses the issuer's business, financials, risk factors, objects of the issue, management, and the terms of the offering and culminates in the Prospectus filed with the ROC, which contains the final issue price and allotment details.

The DRHP Filing

Three physical copies and a soft copy of the DRHP are submitted to SEBI through the BRLM, along with the BRLM's Due Diligence Certificate, the Lead Manager Agreement, and the prescribed filing fees. Simultaneously, the DRHP is filed with the relevant stock exchange(s), accompanied by PAN and bank account details of promoters.

Within two working days of this filing, the issuer must place a public announcement in one English national daily, one Hindi national daily, and one regional language newspaper inviting public comments on the DRHP.

SEBI's Observations

SEBI must issue its observations on the DRHP within 30 days of the later of: (a) receipt of the DRHP; (b) satisfactory reply from the BRLM to any SEBI query; (c) information received from any regulator; or (d) the in-principle approval letter from the stock exchange(s). These observations are valid for twelve months — the IPO must open within this window.

Following SEBI's comments, an Updated Draft Offer Document (UDOD) is filed, highlighting all incorporated changes. The stock exchange then issues the In-Principle Approval Letter.

VII.  Pricing, Allocation, and the Anchor Investor Mechanism

Price Band and Book Building

In a Book Built Issue, the issuer discloses a price band (floor price to cap price, with the cap not exceeding the floor by more than 20%) in the Red Herring Prospectus. The final price is determined through the bidding process and disclosed in the Prospectus filed with the ROC — which, by regulation, must state a single, specific price.

Anchor Investors

Up to 60% of the QIB portion may be allocated to Anchor Investors — institutional investors of a specified category who commit to the issue one working day before the bidding opens. Within the Anchor Investor portion, 40% is reserved: 33.33% for Domestic Mutual Funds and 6.67% for Life Insurance Companies and Pension Funds registered with IRDAI and PFRDA respectively. Anchor Investor shares are subject to a 90-day lock-in on 50% of the allotted shares and a 30-day lock-in on the remaining 50%.

Net Offer Allocation — Book Building (Regulation 6(1))

In a standard Book Built IPO under the Regulation 6(1) route, the Net Offer is allocated as follows: a minimum of 35% to Retail Individual Investors (RIIs); a minimum of 15% to Non-Institutional Investors (NIIs), with one-third reserved for bids of ₹2–10 lakh and two-thirds for bids above ₹10 lakh; and the balance up to 50% to QIBs (with 5% of the QIB portion earmarked for Mutual Funds). In a Regulation 6(2) IPO, the minimum QIB allocation is 75% of the Net Offer, compressing retail and NII allocations significantly.

VIII.  The T+3 Listing Timeline: India's Global Benchmark

India's T+3 IPO listing cycle where trading commences on the third day after issue closure is among the most efficient IPO settlement frameworks in the world. Every milestone within this window carries a precise, non-negotiable deadline:

•        By 6:00 PM on T+1: Finalisation of Basis of Allotment and rejections by the RTA.

•        By 9:00 PM on T+1: Approval of Basis of Allotment by the Designated Stock Exchange.

•        By 9:30 AM on T+2: Initiation of fund debit / unblocking for ASBA and UPI bidders.

•        By 2:00 PM on T+2: Completion of fund transfers; initiation of corporate action for demat credit.

•        By 4:00 PM on T+2: Completion of unblocking for unsuccessful bids.

•        By 6:00 PM on T+2: Completion of demat credit of allotted shares.

•        By 7:30 PM on T+2: Filing of Listing and Trading Application with the stock exchange.

•        By 9:00 PM on T+2: Publication of Post-Allotment Advertisement on the issuer's website.

•        T+3: Trading commences on the stock exchange.

"Any failure to complete fund transfers or demat credits by T+2 triggers a mandatory interest obligation at 15% per annum — a statutory consequence that neither the issuer nor its bankers can waive."

The allotment must be made exclusively to demat accounts. Physical allotment letters are not issued. The minimum number of allottees in any IPO is 1,000 — a condition that must be satisfied for the issue to proceed to listing.

IX.  The Regulatory Agenda: What the 2025 and 2026 Amendments Change

Practitioners and issuers currently in the IPO pipeline must pay particular attention to the following amendment-driven changes:

From the ICDR Amendment Regulations, 2025

•        Mandatory abridged prospectus filing — now required at the DRHP stage as well as the Offer Document stage, hosted on the issuer's and exchange's websites.

•        Promoter / promoter group securities transaction reporting within 24 hours of each transaction, running from the date of DRHP filing until issue closure a tightened pre-IPO transparency obligation with teeth.

•        Lock-in exemptions extended to SAR-based allotments and to bonus shares issued on ESOP, ESPS, and SAR allotments reducing the administrative friction for equity-compensated employees at listing.

•        OFS capped at 50% (for >20% pre-IPO holders) or 10% (for <20% pre-IPO holders) in Regulation 6(2) IPOs — a structural correction to prevent the QIB route from being used primarily as an exit mechanism.

•        Harmonisation of material civil litigation thresholds with SEBI LODR norms removing the interpretive divergence that previously created offer document inconsistencies.

•        Voluntary proforma financials and financials of acquired / divested entities may now be included in the offer document, with prescribed auditor or Peer Review Board certification.

From the ICDR Amendment Regulations, 2026

•        Mandatory QR code on every application form, linking to the RHP, abridged prospectus, and price band advertisement a direct retail accessibility measure.

•        The 'Offer Document Summary' (previously a Schedule VI requirement) has been deleted to avoid duplication with the abridged prospectus.

•        Issuers must now provide a summary of contingent liabilities and related party transactions in the offer document an enhanced transparency disclosure.

•        Non-transferable securities (where a depository lock-in cannot technically be created) are to be recorded as 'non-transferable' by the depositories on issuer instruction extending lock-in policy through the depository infrastructure.

•        OFS component capped at 50% of total issue size for companies with less than three years of profitability ensuring that the IPO process results in genuine capital formation for growth-stage companies.

X.  Conclusion

An IPO is not merely a financial event. It is a statutory compliance exercise of the first order — one that requires the simultaneous management of corporate law obligations, SEBI regulatory requirements, exchange-level procedural timelines, and the coordinated actions of more than a dozen categories of registered intermediaries.

The 2025 and 2026 ICDR amendments reflect a regulatory philosophy that is moving deliberately in two directions at once: greater transparency and investor accessibility on one hand, and meaningful structural restrictions on issuer and promoter conduct on the other. The mandatory abridged prospectus, QR code requirements, and 24-hour promoter transaction reporting are investor-facing measures. The OFS caps and tighter lock-in disciplines are market integrity measures. Together, they reflect SEBI's considered view of what a well-functioning public issue market should look like.

For companies considering a Main Board IPO in 2026 or beyond, the message is clear: the regulatory framework is robust, the timelines are precise, and the consequences of procedural non-compliance whether a delayed refund, a missed MGT-14 filing, or an undisclosed promoter transaction are immediate and measurable. Preparation, in this context, is not a preference. It is a legal obligation.

"Perfection is our quality."

About The Lord's Consultancy

The Lord's Consultancy (TLC) is a Kolkata-based tax and corporate law advisory firm with a practice spanning direct and indirect tax litigation, corporate law compliance, capital markets advisory, regulatory advisory under FEMA, RBI, and SEBI frameworks, and POSH compliance services. TLC positions itself as a quality advisory practice committed to the precision and rigour that complex regulatory matters demand.

For advisory on SEBI ICDR compliance, IPO readiness assessments, and capital markets regulatory matters, please contact TLC at www.tlctaxlaw.com.

Disclaimer: This article has been prepared by The Lord's Consultancy for general informational purposes only as of April 2026. It does not constitute legal advice in respect of any specific transaction or matter. Readers should obtain specific legal advice before acting or refraining from acting on anything contained in this article. The Lord's Consultancy accepts no liability for any loss or damage arising from reliance hereon.