IPO Advisory for SME and Main Board Listings
Listing is a multi-year journey, not a single filing. Agar & Co. helps companies assess IPO readiness, put their finances, governance and records in order, and work alongside the merchant banker, legal counsel and auditors through the offer.
Where we fit in an IPO
An IPO is a team effort. The lead manager must be a SEBI-registered merchant banker, who prepares the offer document, files it with the exchange and SEBI, and manages the issue. Legal counsel, the auditors and the registrar each have a defined role. Agar & Co. is a firm of Chartered Accountants; we are not a merchant banker and we do not manage or underwrite issues. Our role is on the finance, compliance and governance side: making the company ready, and supporting the team through the process.
SME platform or Main Board?
| Aspect | SME platform (NSE Emerge, BSE SME) | Main Board |
|---|---|---|
| Size | Post-issue paid-up capital is capped (currently ₹25 crore) | No such cap |
| Track record | Around three years of operations, with an operating-profit test and positive net worth | Profitability track record with net tangible assets and net worth thresholds, or the route that requires 75% allocation to qualified institutional buyers |
| Review of the draft offer document | Primarily by the SME exchange | By SEBI, together with the exchanges |
| Promoter holding | Minimum post-issue holding and multi-year lock-in | Minimum post-issue holding and lock-in |
| Growth path | An SME-listed company can move to the Main Board once it meets the conditions | – |
SEBI tightened the norms for SME issues in 2025, including profitability requirements and limits on offers for sale and general corporate purposes, and the rules continue to evolve. The figures above are indicative; we confirm the current criteria of SEBI and the exchange for your company before you decide.
How we help you get ready
- Readiness and eligibility review – a candid assessment of the track record, profitability, net worth, promoter holding and capital structure, and a plan for closing any gaps.
- Financial readiness – clean, reconciled books, monthly MIS, and the quality of financial reporting that lenders, auditors and investors expect. Restated financial information in an offer document has to meet specific requirements, and we prepare the groundwork for it.
- Conversion and capital structure – conversion of a private company into a public company, changes to the articles, share capital, bonus and split, and ESOP structuring, where appropriate.
- Governance set-up – board composition, independent directors, committees and the policies a listed company must have.
- Compliance clean-up – ROC, tax, GST and other statutory filings and dues brought up to date before the due diligence begins.
- Financial due diligence and data room – organising the documents, and answering the queries of the merchant banker, the legal counsel and the reviewing authorities.
- Business plan and financial model – projections and the use-of-proceeds analysis that support the offer.
- Coordination – working with your merchant banker, lawyers, auditors and registrar so that the finance-side workstreams stay on schedule.
The journey, step by step
- Readiness assessment and a decision on the platform.
- Restructuring – conversion, capital structure, board and policies.
- Appointing the intermediaries – merchant banker, legal counsel, registrar and others.
- Restated financials and due diligence.
- Draft offer document filed and reviewed by the exchange or SEBI.
- Marketing, bidding, allotment and listing.
- Continuing compliance after listing – see compliance for public and listed companies.
Preparation before the merchant banker is appointed often takes as long as the issue process itself, so it is worth starting early.
Frequently asked questions
Do you act as the merchant banker or lead manager?
No. The lead manager of an IPO must be a SEBI-registered merchant banker. We work alongside your merchant banker on the finance, compliance and governance side.
Should we list on the SME platform or on the Main Board?
It depends on your size, profitability, the amount you wish to raise, and the investor base you want. We review these with you and, where relevant, discuss the SME route first and the migration to the Main Board later.
Can a private limited company file for an IPO?
The company must be a public company at the time of the offer, so a private limited company is converted before the process begins. We assist with the conversion.
How early should we begin preparing?
Well before you appoint a merchant banker. Many companies begin one to two years ahead, because the track record, the audited numbers and the governance have to be in place first.
Can you guarantee that we will get listed?
No. Listing depends on the company meeting the eligibility criteria, the review by the regulator and the exchange, and market conditions. We help you prepare properly, but we cannot promise an outcome.
This page gives general information about IPO preparation. It is not an offer of securities, an invitation to invest, or a solicitation. Eligibility criteria and regulations are set by SEBI and the stock exchanges and change from time to time. Agar & Co. is not a merchant banker.