Introduction
Going public is one of the biggest milestones in a company’s growth journey. But an Initial Public Offering (IPO) isn’t just about selling shares; it’s about regulatory readiness, strategic positioning, and building investor trust. The process is intensive and multi-layered, especially in the Indian market governed by SEBI (Securities and Exchange Board of India).
One shift worth knowing upfront: a growing share of Indian IPOs, including high-profile names like Groww, Meesho, boAt, and OYO, are no longer filing their DRHP publicly on day one. They’re using SEBI’s confidential pre-filing route instead, and its share of total IPO filings has jumped from roughly 11% in 2025 to over 23% in the first five months of 2026. This guide covers both the traditional and confidential paths, so you can choose the one that fits your company’s stage and market timing.
In this blog, AMG Corporate Avenues breaks down the entire IPO journey into simple, actionable steps, with insights gained from guiding companies through IPOs across sectors.
What Is an IPO?
An IPO is when a privately held company offers its shares to the public for the first time through a stock exchange. This allows the company to:
- Raise capital for expansion
- Improve market visibility
- Create liquidity for early investors
- Strengthen its brand and valuation
But before ringing the stock market bell, there’s a lot of groundwork to be done.
Step-by-Step IPO Preparation Guide
Step 1: Assess IPO Readiness
Before you jump in, ask:
- Is your company profitable, or close to it? (SEBI’s ICDR Regulations generally require a track record of distributable profits in at least 3 of the preceding 5 years, though companies without this track record can still qualify under the alternative QIB-heavy allocation route.)
- Are your financials clean and auditable?
- Do you have a compelling growth story for investors?
- Is your compliance and governance structure strong?
AMG Insight: Many companies fail IPO due diligence because they overlook small governance issues early on, the kind that don’t matter day-to-day but become material the moment a regulator or institutional investor starts looking closely.
Step 2: Build a Strong Advisory Team
You’ll need:
- A merchant banker (SEBI-registered, referred to as the BRLM, Book Running Lead Manager)
- Registrar to the issue
- Legal advisor
- Auditor
- A SEBI-registered corporate advisory partner (like AMG)
Each has a defined role. AMG coordinates with all stakeholders and ensures there are no delays.
Step 3: Conduct Financial Audit & Clean-up
Your books must be:
- Accurate, reconciled, and audit-ready
- Compliant with Indian Accounting Standards (Ind AS)
- Free of tax anomalies, hidden liabilities, or pending statutory dues
AMG Role: We run a mock due diligence and fix red flags before external audits begin, the same gaps that would otherwise surface during SEBI’s review or an institutional investor’s own diligence.
Step 4: Choose Your Filing Route – Traditional or Confidential
This is where most guides skip a step that now matters a great deal. You have two paths for filing your Draft Red Herring Prospectus (DRHP):
Traditional Route: The DRHP is filed publicly with SEBI from the outset. Your business details, financials, risk factors, and growth strategy become visible to competitors, media, and the public the moment you file, even if the IPO doesn’t ultimately go through.
Confidential Pre-filing Route (Chapter IIA of the SEBI ICDR Regulations): Introduced in November 2022 and now used by a meaningfully large share of Indian IPO filings, this route lets you submit your DRHP to SEBI privately. SEBI reviews it and issues an observation letter, typically within 30 working days of receiving complete information, without any of it becoming public. Only after incorporating SEBI’s feedback does the company file an Updated DRHP (UDRHP-I), which must be made public at least 21 days before the investor roadshow begins. You’re also given more room to adjust: primary issue size can be modified by up to 50% up to the updated DRHP stage, and the company has 18 months (versus 12 months under the traditional route) to actually launch the IPO after SEBI’s final observations.
This route is particularly suited to high-growth or competitively sensitive companies that want regulatory feedback and market-timing flexibility without tipping off competitors or committing publicly before they’re ready.
Whichever route you choose, the DRHP itself includes:
- Company background
- Risk factors
- Financial statements
- Management details
- Use of funds
AMG’s Role: We help you decide which route fits your situation, and either way, ensure the document tells a compelling investor story, not just a legal one.
Step 5: SEBI Filing & Review
SEBI will review your DRHP (or confidential pre-filing) and may request clarifications or changes. You must respond on time; delays here can derail your entire IPO timeline, and in 2026, SEBI itself has acknowledged that market conditions can shift faster than standard DRHP timelines allow, extending observation letter validity for select companies as relief.
With AMG by your side, you’re already prepared, because we simulate this review process internally before you ever submit.
Step 6: Investor Roadshows
This is where your leadership meets potential investors, institutions, HNIs, and retail. You pitch your vision, answer hard questions, and build the credibility that ultimately drives demand.
AMG helps you prepare:
- Presentation decks
- Financial forecasts
- Valuation models
- Q&A briefings
Step 7: Pricing, Allocation & Listing
Finally, based on demand:
- You fix the share price (typically within a price band with a minimum 5% spread between floor and cap, determined jointly with your merchant banker using comparable company multiples and book-building demand)
- Allocate shares to institutional, HNI, and retail investors
- List on the stock exchange (NSE/BSE)
Congratulations, you’re now a public limited company.
Common Mistakes to Avoid
- Rushing into an IPO without a governance foundation in place
- Underestimating SEBI review timelines, especially under the traditional route
- Inadequate due diligence or outdated audit records
- Poor investor communication during roadshows
- Choosing the traditional public filing route by default, without evaluating whether confidential pre-filing better suits a competitively sensitive or high-growth business
Why Choose AMG Corporate Avenues for IPO Advisory?
At AMG, we don’t just consult; we lead the entire IPO journey. From structuring to listing, our experts ensure:
- SEBI-ready compliance across both traditional and confidential filing routes
- Strategic capital structuring
- Document and due diligence management
- End-to-end coordination with bankers, legal teams, and registrars
- Investor communication support
Whether you’re a startup planning a future listing or an established company ready to go public, we’ve got you covered.
Quick Checklist: Are You IPO Ready?
- 3+ years of financial history (or a credible alternative-route qualification if not yet profitable)
- Clean tax and audit records
- Defined promoter and board structure
- SEBI-compliant governance
- A clear vision for future growth
- A decision on filing route, traditional or confidential, made deliberately, not by default
If not, don’t worry, that’s what AMG is here for.
Final Thoughts
Preparing for an IPO is complex, and the rules of the game have shifted meaningfully in the last few years; confidential pre-filing alone has changed how a large share of Indian companies now approach the process. With the right advisory partner, it becomes a well-guided, streamlined journey. At AMG Corporate Avenues, we’ve helped companies unlock public market potential while avoiding costly delays.
Thinking IPO? Let’s talk. We’ll simplify your listing journey, from paperwork to public.