Every share transfer in the company's history is reconciled against the statutory registers. Undocumented transfers get documented; disputed holdings get settled — now, as a negotiation, not later as a crisis. The entire promoter holding moves into demat, which is an eligibility condition and also simply how listed companies hold shares.
Then the forward structuring: promoter lock-in planning (the regulations require it — plan it rather than discovering it), ESOP pool sizing done properly against the post-issue capital so it doesn't need emergency resizing later, and the pre-IPO placement decision — whether to bring in capital before filing, at what valuation, and with what rights. Each of these has tax and regulatory angles that need settling before the DRHP, not during it.
Six to ten weeks for the reconciliation; structuring decisions run alongside. Disputed holdings are the wildcard — a shareholder dispute can add months, which is exactly why this stage sits a year before filing.
Where companies stumble: the "friendly" shareholding — shares held in someone's name as a matter of convenience, with no paperwork. In a private company it's a quirk; in a DRHP it's a disclosure nightmare. The second classic: issuing shares in the year before filing without thinking about pricing — pre-IPO placements at odd valuations create valuation questions the banker then has to answer.
A capital structure the DRHP can describe without footnotes apologising for it. Bankers price clean cap tables on merit and messy ones as risk. This stage is the difference.
Take the scorecard, then let's talk about the gaps — with a dated plan, not a sales pitch.
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