"We're eligible — so how long until we list?" Eligibility is a checklist; preparation is a sequence. Run the sequence out of order and you redo work, pay twice, or find a fatal problem six weeks before filing. Run it in order and the issue process itself feels uneventful — which is precisely the objective.
What follows assumes twelve months to DRHP filing. More time? Stretch the early stages. Less? Compress, but don't skip. The order is the point.
Months 12–9: Restate the books
Start with the financials, because everything downstream stands on them. Three years of books restated to IPO standard — a bar meaningfully above routine audit. Restatement means revenue recognition policies that survive interrogation, related-party transactions identified and benchmarked to arm's length, provisions that are adequate rather than optimistic, contingent liabilities disclosed instead of buried, and consistent accounting policies across all three years.
Two things promoters consistently misjudge. First, duration: reconstructing three years of supporting documentation where records are thin is slow, forensic work — budget four to six months. Second, what restatement uncovers: unrecorded liabilities, personal expenditure sitting in the company, revenue recognised early. Each finding then needs fixing before it can be disclosed, which is why this stage goes first. The banker's comfort, the DRHP, and ultimately the valuation all rest on what comes out of it.
The full anatomy of this exercise is in what IPO-ready books actually mean.
Months 9–6: Governance and the cap table
With the numbers taking shape, fix the structure around them.
Governance. Board composition that meets listed-company norms. Audit and nomination-remuneration committees with teeth. Independent directors who are independent in fact, not just in the filing. KMP appointments — CEO, CFO, Company Secretary — properly documented. And the policy stack: related-party transactions, whistle-blower, insider trading code, materiality thresholds. The exchange reads your governance as a predictor of how the company will behave once public. Make it predictive of good behaviour.
Cap table. Reconcile every transfer against the statutory registers. Paper over nothing — document what was undocumented, and settle disputes now. A shareholder disagreement found during DRHP preparation is a crisis; found a year earlier, it is a negotiation. Move 100% of promoter holding into demat in this window. It is an eligibility condition, but do it early regardless — demat processing has its own timelines and a reliable instinct for failing at the worst moment.
Months 6–3: Related parties, MIS, the banker
Related-party transactions get a stage of their own because they cause more DRHP damage than nearly anything else. Identify every RPT, document it, benchmark the pricing, route the approvals correctly. Then make a deliberate call on each one: clean it up, or disclose it with a straight face. What you cannot do is leave the promoter's supply arrangement or the family property lease sitting there unexplained and hope the exchange doesn't ask. It will ask.
Build the MIS the board actually reads. Monthly management accounts, variance analysis, a KPI dashboard that gets discussed rather than circulated. Two payoffs: it is evidence of a professionally run company, which bankers and investors notice immediately — and after listing, you will be producing half-yearly results on a listed-company timetable. Start the muscle memory now.
Appoint the merchant banker in this window. Early enough to shape the DRHP; late enough that you have substance to show. The banker's first questions will be about your books and governance. After the stages above, your answers will be good.
Shareholder approvals. A fresh issue of shares needs a special resolution under Section 62(1)(c) of the Companies Act, 2013, along with the board approvals that set the machinery in motion. Line these up deliberately — EGM notices have statutory timelines, and they should not become the critical path.
Months 3–0: The DRHP engine room
Now the issue machinery engages. The banker runs formal due diligence — business, financial, legal, secretarial — and the findings go into the draft prospectus. Your job in this stage is responsiveness. Diligence will ask for documents you didn't know existed, clarifications on four-year-old transactions, and confirmations from people who have moved on. Prepared companies answer in days; unprepared ones answer in weeks, and each week costs momentum and fees.
Three parallel tracks: the objects of the issue — precisely what the raised capital funds, because "general corporate purposes" has regulatory limits and investor patience has even tighter ones; the equity story — the banker's marketing narrative, which must be grounded in your actual numbers or it will collapse at the first serious investor meeting; and regulatory hygiene — website compliant, filings current, no undisclosed litigation.
What runs across all twelve months
Tax. The issue has tax consequences for the company and for any selling shareholders. Structure them early. Allotment week is the wrong time to discover an avoidable liability.
Communication discipline. From the day preparation begins, assume anything said publicly may be read back later. Listed-company restraint starts before listing, not after.
Bandwidth. The run-up is a marathon laid over the top of operating the business. Companies that do it well assign explicit ownership of the IPO track to one senior person and protect their calendar. Companies that don't, discover in month nine that preparation has been everyone's third priority.
The sequence, in one line
Books, then governance, then related parties, then the banker, then the prospectus. In that order. The smooth listings all ran roughly this way. The difficult ones, without exception, improvised.
Preparation is a sequence, not a scramble. Our IPO Readiness Scorecard shows which of these stages your company still needs — and the order to do them in. Two minutes, free.
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