Frequently asked questions

Straight answers.
No pitch deck.

Six categories of questions founders consistently ask before engaging us — covering services, fee structure, engagement model, process, eligibility and confidentiality. 36 questions across 6 sections. Search, filter, or browse — and if your question isn't here, we'll answer it directly.

FAQs illustration
01

Getting started

Bharat IPO is a specialist IPO and capital-markets advisory practice. We work shoulder-to-shoulder with promoters, CFOs and boards through the entire arc of going public — from the first readiness assessment, through restructuring, valuation, DRHP drafting and due diligence, to listing-day execution and the LODR compliance years that follow.

We are not a merchant banker, an underwriter, or a syndicate member. Our independence from the underwriting commission is a deliberate part of how we serve founders.

Merchant bankers are deal executors — their commercial interest is in getting an issue priced, underwritten and closed. Their compensation is typically a percentage of the issue size. That alignment is useful, but it creates a structural pressure to file, to price aggressively, and to close.

We are advisors to the issuer. We are paid for advice, not for closing a deal. That means we can tell a founder the company isn't ready — and routinely do. Most engagements run in parallel to a merchant banker relationship, not as a substitute for it.

Almost every founder begins with a confidential consultation with CA Ashish Jain or a senior partner. There's no charge for this conversation and no pitch deck.

If the conversation suggests a clear next step, that's usually an IPO Readiness Assessment — a 4-to-6-week structured diagnostic of your company's financial, legal, governance and operational readiness. Many founders never go beyond the assessment, and that's a successful outcome. It replaces optimism with a clear-eyed plan.

We're sector-agnostic by design. Our practice has spanned manufacturing, FMCG, pharma, IT, BFSI, logistics, renewables, real estate and infrastructure.

On size, our typical client is a profitable, founder-led Indian business between ₹50 crore and ₹2,000 crore in annual revenue, with 3–7 years of audited financials. We work with both Mainboard candidates and SME issuers — the latter forms the single largest segment of our practice.

The honest answer is: earlier than most founders think. A credible IPO is a 24-to-36-month engagement for most issuers, not the 9-month sprint pitch decks suggest.

The highest-leverage conversations happen 18–36 months before filing — when there's still time to restructure, restate financials and build governance frameworks without deadline pressure. If you're more than 6 months from filing and haven't had a readiness assessment, that's the right next step.

02

Services & scope

We organise our work into two integrated practices:

IPO Advisory — Mainboard & SME IPO Consultancy, Pre-IPO Advisory, IPO Readiness Assessment, and DRHP/RHP Preparation.

Diligence & Governance — Corporate Restructuring, Financial Due Diligence, Legal Due Diligence, Secretarial Due Diligence, Valuation Advisory, and Corporate Governance Advisory.

Most mandates draw on several of these services across the engagement. Explore the full service list.

Yes. Many founders engage us for a single piece of work — a Valuation Advisory mandate, a Corporate Restructuring project, or an IPO Readiness Assessment — without committing to anything beyond it.

That said, we'll often flag during the engagement where the work connects to adjacent issues. You're never obligated to expand the scope.

Both — depending on what you need. Some clients engage us for a single piece (e.g. just the readiness assessment, or just valuation). Others engage us end-to-end, from the first diagnostic through listing day and into LODR compliance.

End-to-end engagements typically follow a milestone structure: Assess → Build → File → Execute → Sustain.

No. We don't underwrite issues and we don't act as Book Running Lead Managers (BRLMs). For a Mainboard listing you'll need SEBI-registered merchant bankers; for SME you'll need a SEBI-registered Merchant Banker.

Our role is to advise the issuer through the process and coordinate the syndicate on the issuer's behalf. Many clients value that we are an independent voice in the room when bankers are making commercial recommendations.

Yes — and we strongly believe it's where the relationship genuinely begins. Our Corporate Governance Advisory practice supports clients through LODR compliance, related-party transaction frameworks, board and committee operations, and the disclosure cycle for the first three years post-listing.

This work continues either as a retained advisory engagement or on a project basis as compliance needs arise.

Yes. Once an SME-listed company crosses the post-issue paid-up capital threshold of ₹10 crore and meets the other Mainboard eligibility criteria, migration becomes available. We advise on whether migration makes commercial sense, prepare the migration documentation, and coordinate the regulatory and exchange interactions.

03

Pricing & engagement model

It depends meaningfully on scope. Rather than publish a price list that would mislead more than it informs, we share specific fee structures only after understanding the company and the engagement scope.

That said, broad ranges are: a standalone IPO Readiness Assessment is a fixed-fee engagement in the range of ₹8–25 lakh depending on company size and complexity. A full end-to-end Mainboard advisory mandate spanning 18–24 months is typically structured as a combination of monthly retainer and milestone-linked fees, with overall economics depending on issue size.

Every engagement letter spells out the fee structure in plain English before you sign anything.

We use three structures depending on the engagement type:

  • Fixed fee — for discrete, scoped engagements like a readiness assessment, valuation, or due diligence project
  • Monthly retainer — for ongoing advisory relationships, scaled to the depth of partner involvement
  • Milestone-linked fees — for end-to-end IPO mandates, with payments tied to specific deliverables (DRHP filing, SEBI observations response, RHP filing, listing)

What we don't do is take a percentage of the issue size. That structure creates the wrong incentives.

We don't take success fees as a percentage of the issue size, and we don't accept equity stakes in client companies. Both create conflicts of interest with our role as an independent advisor.

If an engagement includes a milestone fee tied to listing, the amount is fixed in advance — not a function of the eventual market cap or issue size.

Our fees include all partner and senior team time, the deliverables specified in the engagement letter, and a defined number of review cycles. Out-of-pocket costs — printing, travel, registrar fees, exchange fees, ROC filings, third-party valuations or technical inputs — are billed at actuals with prior approval.

Statutory fees (SEBI, exchanges, ROC, depository charges) are never marked up by us.

No. Engagement letters can be terminated by either party on reasonable notice — typically 30 days for retainer arrangements, or at milestone completion for project work.

What we ask in return is a serious conversation before termination, so we can ensure a clean handover if the relationship isn't working. That said, the vast majority of our engagements run to completion and convert into long-term post-listing relationships.

No. Our engagement letters are deliberately written in plain English and explicitly enumerate what's included, what's billable separately, and what statutory or third-party costs the company will bear directly.

If something isn't in the engagement letter, it isn't part of our fee. If scope expansion is needed mid-engagement, we discuss it openly and amend the letter before any additional work begins.

04

Process & timelines

For an end-to-end mandate, the realistic timeline is 18 to 30 months from initial readiness assessment to listing day, depending on the company's starting point.

A rough breakdown:

  • T-36 to T-24 months: Readiness assessment, gap analysis, decision to proceed
  • T-24 to T-12 months: Restructuring, restating financials, building governance frameworks
  • T-12 to T-3 months: DRHP drafting, due diligence streams, syndicate selection, SEBI observations
  • T-3 to T-0: Roadshow, anchor allocation, book-build, pricing and listing

Most engagements run on a rhythm of weekly working sessions with the leadership team, bi-weekly steering calls with the board or audit committee, and ongoing partner availability for ad-hoc questions.

The intensity scales with the phase. Early diagnostic work is lighter; the months leading up to DRHP filing and the SEBI observations cycle are the busiest. We staff accordingly.

A senior partner — typically CA Ashish Jain himself for end-to-end Mainboard engagements — owns the relationship from first call through listing day. There are no mid-mandate handoffs to junior teams.

The partner is supported by directors and principals from the specific practice areas the engagement draws on (valuation, due diligence, governance). Analysts support the partners on documentation work, but they are not founder-facing.

For a readiness assessment or a similarly scoped engagement, we can typically begin within 2–3 weeks of engagement letter signature. For a full end-to-end IPO mandate, the kickoff is normally planned 4–6 weeks out to allow for proper team allocation.

If timing is genuinely urgent — for example, a window that closes in the next quarter — we'll be honest about whether the timeline is achievable and what corners would have to be cut.

SEBI observations are routine — most filings receive them, and most are resolvable with proper response and clarification. We manage the observations process end-to-end: drafting responses in coordination with merchant bankers and legal counsel, preparing supporting documentation, and engaging directly with SEBI where required.

The typical observation cycle adds 4–8 weeks to the filing timeline. Material observations that require restructuring or restatement can extend it further — which is precisely why our readiness work happens before filing, not after.

05

Eligibility & readiness

The platforms differ on size, eligibility and operational rigour:

  • Mainboard (NSE/BSE) requires post-issue paid-up capital of at least ₹10 crore, net tangible assets ≥ ₹3 crore, average operating profit ≥ ₹15 crore over 3 years, and net worth ≥ ₹1 crore in each of the last 3 years.
  • SME (NSE Emerge / BSE SME) caps post-issue paid-up capital at ₹25 crore, requires operating profit (EBITDA) ≥ ₹1 crore in 2 of the last 3 years (per the 2025 amendments), and a 3-year operational track record.

SME has lower compliance load but mandatory market-making for 3 years and a minimum application size of ₹2 lakh (doubled in 2025).

For a full side-by-side, see our IPO Compliance Checklist.

The honest answer requires a structured diagnostic. The signals we look at fall into four dimensions: financial readiness (quality of earnings, audit-grade statements, working capital), legal and regulatory standing (corporate structure, litigation, compliance history), governance maturity (board, committees, policies), and operational readiness (MIS, management bandwidth).

Our IPO Readiness Guide walks through each dimension. The corresponding Readiness Assessment service is where we apply it to your specific company.

For Mainboard, the standard profitability route under ICDR Regulation 6(1) requires average operating profit of ₹15 crore. Loss-making companies can file under Regulation 6(2) — the QIB route, which has different requirements and depends primarily on institutional investor demand. Recent precedents (e.g. several large new-age listings) have used this path.

For SME, the 2025 amendments now require ₹1 crore EBITDA in 2 of the last 3 years — so a current loss position is a meaningful barrier.

In either case, the structuring question deserves a specific conversation about your numbers and your trajectory.

Three amendment cycles in 2025–2026 have reshaped the compliance landscape:

  • July 2025 (ICDR Amendment) — SME tightening: ₹1 cr EBITDA floor, 20% OFS cap, 50% selling-shareholder cap, 21-day public DRHP comment period, ban on using IPO proceeds to repay promoter/related-party loans
  • March 2026 (ICDR Amendment) — Abridged prospectus with QR codes linking to the full DRHP
  • April 2026 (SEBI Circular) — Observation letter validity extensions for approvals expiring between April and September 2026

Our Compliance Checklist covers each of these in detail.

We triangulate across three methods — DCF, comparable company analysis, and precedent transaction analysis — rather than relying on any single approach. Every assumption is documented and stress-tested.

Because we don't underwrite the issue, our valuation reflects what the business is genuinely worth — not what a placement memorandum would prefer it to be. We are often the firm that tells a founder their internal valuation expectations are not defensible to anchor investors.

06

Confidentiality & engagement

Yes — every conversation with us, from the first call onward, is treated as confidential. We are happy to sign an NDA before any substantive discussion if your situation requires it, though most founders find our standard confidentiality discipline sufficient for the initial exchange.

Once an engagement letter is signed, formal confidentiality and data protection obligations are documented as part of the agreement.

We are sector-agnostic, but we are careful about direct conflicts — meaning two companies that are direct competitors in the same product market and going through similar capital-markets processes. In those situations we either decline the second mandate or implement strict ethical walls, and we always disclose the situation upfront.

The same-sector point alone (two pharma companies, two BFSI firms) is not a conflict — Indian capital markets are too small for that to be a workable standard, and the firms operate in genuinely different segments.

Yes. If you're evaluating whether Bharat IPO is the right partner for your IPO journey, we'll arrange a private conversation with a former client whose journey resembles yours — matched as closely as possible to your sector, issue size and stage of readiness.

References are arranged confidentially and only with the prior consent of both parties. Discretion runs in both directions: it's how we expect to be evaluated, and it's how we expect to operate.

We operate a secure data room infrastructure for every engagement, with access controlled at the individual user level and full audit logging. Sensitive documents stay within the secure environment — they are not emailed or stored on individual devices.

For engagements involving particularly sensitive information (acquisitions in progress, regulatory matters under review), we can implement additional controls including dedicated access devices and enhanced authentication.

The typical sequence is:

  • Step 1: A confidential consultation, usually with CA Ashish Jain — no charge, no obligation
  • Step 2: If the conversation points to a next step, we send a scoping note that summarises the engagement and proposed fee structure
  • Step 3: On your confirmation, we issue a formal engagement letter for your signature
  • Step 4: Kickoff within 2–4 weeks of letter signature

To begin, book a consultation or write to hello@bharatipo.in.

The firm operates pan-India. While we maintain primary offices serving Mumbai and the major financial centres, the practice is built for remote-first engagement — most of the work happens over secure video, structured data rooms and scheduled on-site visits at key milestones.

We've worked with founders from Bengaluru to Kolkata, Surat to Hyderabad, Chennai to Pune. Geography is rarely the limiting factor — engagement seriousness is.

Yes. We are comfortable signing mutual or client-provided NDAs before reviewing confidential information. Our team regularly works with sensitive financial, operational, and strategic information, and confidentiality is a core part of our engagement process.

Access is restricted to team members directly involved in the engagement. Documents and communications are shared on a need-to-know basis, with appropriate controls to protect confidentiality throughout the engagement lifecycle.

Yes. The terms governing engagement duration, termination rights, ongoing obligations, and fee arrangements are clearly documented in the engagement letter. We aim to maintain transparency and flexibility while ensuring professional continuity for all parties involved.

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