In short: Marcken Consulting LLP works as an IPO consultant for Delhi-NCR companies preparing to list on BSE SME, NSE Emerge or the mainboard. We handle eligibility testing, restated financials, independent valuation and compliance clean-up, and coordinate the SEBI-registered merchant banker who files the offer document and runs the issue. Delhi-NCR’s recent listing pipeline spans a public-sector renewable energy giant, a fintech platform and a workspace-solutions company — a genuinely wide base for a region often reduced to a single “government town” narrative. A fresh complication landed on top of the usual eligibility rules in 2025-26: the Ministry of Corporate Affairs has split the region’s Registrar of Companies jurisdiction into three separate offices, which now decides which registrar a Delhi, Gurugram or Noida company actually files with. Under the SEBI (ICDR) Amendment Regulations, 2025, an SME issuer needs EBITDA of at least ₹1 crore in 2 of the last 3 financial years, a 20% cap on offer-for-sale, a general corporate purposes cap at the lower of 15% or ₹10 crore, a minimum application above ₹2 lakh and at least 200 allottees, while a company still investing ahead of profit can reach the mainboard through the QIB route instead. Two further 2026 regulatory changes are covered in Section 6. Below is eligibility across every route, what actually distinguishes Delhi-NCR’s issuer base, the road to a T+3 listing, official fee schedules, and how Marcken Consulting LLP supports the process end to end.
Where Marcken Consulting LLP fits: under Indian securities law, a public issue is filed and run by a SEBI-registered merchant banker acting as Book Running Lead Manager (BRLM). Marcken Consulting LLP, a Chartered Accountancy and IBBI-Registered Valuer firm, does the work that has to be done before the BRLM steps in: eligibility testing, restated financials, DCF and ESOP valuations, GST and income-tax clean-up, governance build-out and coordination across intermediaries, for companies based across Delhi, Gurugram, Noida and the wider NCR.
1. What Does an IPO Consultant in Delhi Do?
A public listing gives a company growth capital, an exit route for early shareholders, and a repeatable mechanism for raising money again — and in exchange, its finances, governance, related-party dealings and litigation history go in front of regulators and the public. The consultant’s role is to prepare the company for that scrutiny and keep the transaction on schedule once filing begins. At Marcken Consulting LLP, that runs across four connected pieces of work: eligibility testing against Regulation 6 of SEBI ICDR for the mainboard (profitability route or the QIB route) and against Chapter IX plus the BSE SME and NSE Emerge criteria for the SME platforms, computed on restated rather than existing figures; readiness work that closes gaps in capital structure, related-party dealings, tax and GST exposure, litigation and governance, with a plan naming who fixes what and by when; financial and valuation work, producing the restated statements the offer document needs (3 years plus stub, Ind AS where required) alongside an independent DCF/FCFE and comparable-company valuation and, where relevant, ESOP valuation; and coordination — shortlisting and briefing the SEBI-registered merchant banker, registrar, legal counsel and market maker, staying alongside the promoter through due diligence and regulatory observations, then handing over to the quarterly-reporting discipline a listed company needs from day one.
2. Delhi-NCR’s IPO Ecosystem: From a 1947 Exchange to a Three-Way Registrar Split
Delhi’s capital-markets history runs back to Independence, and the region’s regulatory map has just been redrawn in a way every promoter here needs to understand before filing.
2.1 The Delhi Stock Exchange: A Regional Powerhouse That Became a Property Company
The Delhi Stock Exchange (DSE) was incorporated on 25 June 1947, formed from the amalgamation of the Delhi Stock and Share Brokers’ Association Limited and the Delhi Stocks and Shares Exchange Limited. It became India’s fifth stock exchange, and by the 1980s had grown into one of the country’s premier regional bourses — connected to roughly 50 cities across North India, with more than 3,000 companies listed on it at its peak. Its decline followed a familiar pattern for India’s regional exchanges: SEBI withdrew its recognition in 2007 over lapses in the exchange’s divestment process, trading was fully suspended by 2014, and SEBI’s formal exit order came on 23 January 2017, allowing DSE to close its stock-exchange business for good. It didn’t disappear afterward — DSE was restructured into DSE Estates Limited, now a real estate and asset management company, a fairly unusual second life for a former stock exchange. Delhi-NCR’s actual listing activity today runs entirely through NSE, BSE and their SME platforms.
2.2 The 2025-26 Registrar of Companies Split — a Live Compliance Point
Every Delhi-NCR promoter preparing a filing needs to know about this one. Under MCA Notification S.O. 4850(E) dated 23 October 2025, issued under Section 396 of the Companies Act, 2013, the single Registrar of Companies, Delhi & Haryana was split into three separate offices — originally scheduled to take effect from 1 January 2026, later deferred to 16 February 2026:
| New ROC | Jurisdiction |
|---|---|
| ROC NCT of Delhi-I (South Delhi) | South Delhi, Southwest Delhi, New Delhi, Southeast Delhi and East Delhi districts |
| ROC NCT of Delhi-II (Central Delhi) | Central, West, North, Northwest and Northeast Delhi, and Shahdara |
| ROC Haryana (based at Chandigarh) | The entire state of Haryana — which includes Gurugram, home to a large share of NCR’s registered offices |
The same notification also split Uttar Pradesh’s ROC into UP-I (Kanpur) and UP-II (Noida), so a Noida-incorporated NCR company now files with the Noida office rather than a UP-wide registrar. The practical effect for an IPO-bound company: an existing Gurugram-registered entity is no longer a “Delhi ROC” company at all — it now sits with ROC Haryana in Chandigarh — and a Delhi-registered company needs to check which of the two new Delhi jurisdictions its district falls under before assuming where its RHP gets filed. The reallocation itself is automatic based on existing district and PIN code records, but any future shift of a registered office between the two Delhi jurisdictions is now treated as an inter-ROC transfer, requiring Regional Director approval through Form INC-23 under Section 12, including a special resolution and newspaper publication — a real timeline item if a pre-IPO registered-office move is on the table.
2.3 Delhi-NCR’s Recent IPOs: PSU, Fintech and Workspace, Not One Sector
| Company | Sector | Issue size | Listed |
|---|---|---|---|
| Awfis Space Solutions Ltd | Flexible workspace / co-working | ₹598.93 crore | 30 May 2024, BSE & NSE |
| NTPC Green Energy Ltd | Renewable energy (PSU) | ₹10,000 crore | 27 November 2024, BSE & NSE |
| One MobiKwik Systems Ltd | Fintech / digital payments | ₹572 crore | 18 December 2024, BSE & NSE |
Awfis, registered at Qutab Institutional Area in South Delhi and founded by Amit Ramani in 2014, listed via Regulation 6(2) — the QIB route covered in Section 4.2 — and its RHP itself states the offer went through under that provision, making it a useful real-world example of how the route works in practice. NTPC Green Energy, the renewable-energy arm of NTPC Limited registered at Lodi Road in New Delhi, raised the largest sum on this list by a wide margin and was reported as the biggest PSU share sale since LIC’s 2022 listing. MobiKwik, founded by Bipin Preet Singh and Upasana Taku and originally incorporated in Delhi in 2008, is now registered in Gurugram, Haryana — making it a live illustration of the ROC-jurisdiction point in Section 2.2, since its filings now run through Haryana rather than either Delhi office.
2.4 Regulators for a Delhi-NCR Issuer
| Authority | Role for a Delhi-NCR issuer |
|---|---|
| SEBI Northern Regional Office 5th Floor, Bank of Baroda Building, 16 Sansad Marg, New Delhi 110001 |
Handles investor services and regional coordination for the northern states; offer documents themselves are processed by SEBI’s head office in Mumbai and by the exchanges. |
| Registrar of Companies (three offices, per Section 2.2) | Receives the RHP and Prospectus — which office depends on whether the issuer’s registered office sits in South/Southwest/New/Southeast/East Delhi (ROC Delhi-I), the remaining Delhi districts (ROC Delhi-II), or Haryana including Gurugram (ROC Haryana at Chandigarh). |
| BSE and NSE, Mumbai | Both exchanges and their SME platforms sit in Mumbai, where merchant-banker, anchor-investor and roadshow meetings are typically held; Marcken Consulting LLP coordinates those alongside the BRLM while preparation happens with the promoter in Delhi-NCR. |
3. Mainboard IPO vs SME IPO: Choosing the Route
Route selection decides which investors a company can reach, how the issue is structured, what it costs, and the compliance regime it lives under afterward. Our SME IPO fundraising page and five-step guide to SME listing go further into the SME side specifically.
| Particulars | Mainboard IPO (BSE / NSE) | SME IPO (BSE SME / NSE Emerge) |
|---|---|---|
| Post-issue paid-up capital | At least ₹10 crore | Not more than ₹25 crore |
| Profitability test | Average pre-tax operating profit of ₹15 crore over the 3 preceding years, or the QIB route | Operating profit (EBITDA) of ₹1 crore in any 2 of the 3 preceding years |
| Offer document reviewed by | SEBI (observations) and the exchange | The exchange, with a 21-day public comment window on the DRHP |
| Minimum application | One lot, with SEBI’s minimum application value of ₹10,000 to ₹15,000 | Two lots, above ₹2 lakh |
| Minimum allottees | 1,000 | 200 (raised from 50) |
| Underwriting and market making | Book-built; underwriting arranged by the BRLM | 100% underwritten, with the lead manager underwriting at least 15% on its own account; market maker mandatory for 3 years |
| Accounting framework | Ind AS | Indian GAAP permitted; Ind AS advisable if mainboard migration is planned |
Issue size alone is a weak basis for choosing a route. A company well inside the SME platform’s ₹25 crore paid-up-capital ceiling today, but likely to outgrow it, has a genuine choice between listing SME now and migrating later, or waiting and going straight to the mainboard. Chapter IX of SEBI ICDR permits migration, though each exchange sets its own conditions, which we confirm at the time rather than assume.
4. Mainboard IPO Eligibility: Regulation 6 of SEBI ICDR
Regulation 6 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 sets out the two mainboard tests, and which applies depends almost entirely on whether a company is already profitable at scale.
4.1 Regulation 6(1): the established-company route
- Net tangible assets of at least ₹3 crore in each of the 3 preceding full financial years (no more than 50% held in monetary assets, unless the entire issue is an offer for sale)
- Average pre-tax operating profit of at least ₹15 crore across those 3 years, with a profit recorded every year
- Net worth of at least ₹1 crore in each of the 3 years
- Where the company changed its name in the last year, at least 50% of the preceding full year’s revenue must come from the activity the new name suggests
4.2 Regulation 6(2): the route for companies still investing ahead of profit
A company that misses 6(1) can still reach the mainboard through book-building, provided at least 75% of the net offer goes to Qualified Institutional Buyers, with the entire issue refunded if that threshold isn’t met. Allocation shifts to 75% QIB, 15% non-institutional, 10% retail, against the usual 50/15/35. Zomato and Swiggy both used this route, and so — as noted in Section 2.3 — did Awfis Space Solutions, a real precedent for a Delhi-NCR company still scaling its footprint rather than optimising for near-term profit. Readiness work for a 6(2) filing weights heavily toward unit economics, cohort disclosures, ESOP accounting, and a DCF built to withstand institutional scrutiny.
4.3 Exchange conditions and promoter lock-in
Independently of the SEBI-level tests, both exchanges require post-issue paid-up capital of at least ₹10 crore and issue-price market capitalisation of at least ₹25 crore. Promoter lock-in scales with use of proceeds: the minimum required contribution (20% of post-issue capital) is locked for 18 months, extending to 3 years where most of the fresh-issue proceeds fund capital expenditure — and since the 2025 amendment, repaying a loan originally taken for that same capex now counts as capex too. Promoter shares above the minimum lock for 6 months (1 year in the capex case), and non-promoter pre-issue shares lock for 6 months from allotment.
5. SME IPO Eligibility After the 2025-26 Amendments
SEBI’s Board approved a reworked SME framework on 18 December 2024. The exchanges implemented the new eligibility rules through circulars almost immediately, and SEBI followed by notifying the amended ICDR Regulations in March 2025. NSE’s full revised Emerge criteria sit in circular NSE/CML/65739 of 23 December 2024.
5.1 The SEBI-level tests (Chapter IX, ICDR)
| Test | Requirement |
|---|---|
| Operating profit | EBITDA of at least ₹1 crore from operations, in any 2 of the 3 preceding financial years |
| Offer for sale | Capped at 20% of the total issue collectively; no single selling shareholder above 50% of pre-issue holding |
| General corporate purposes | Capped at the lower of 15% of amount raised or ₹10 crore |
| Use of proceeds | Cannot be used, directly or indirectly, to repay loans from promoters, the promoter group or related parties |
| Promoter contribution | Minimum 20% of post-issue capital locked in for 3 years; holding above 20% released in two tranches (50% after year 1, 50% after year 2) |
| Minimum application | 2 lots, application value above ₹2 lakh |
| Minimum allottees | 200 (raised from 50) |
| Public comment window | Draft offer document hosted on exchange and lead-manager websites for at least 21 days from public announcement |
| Working-capital utilisation | Where working capital as an object exceeds ₹5 crore, a statutory auditor’s utilisation certificate must accompany quarterly results until the proceeds are fully applied |
5.2 BSE SME vs NSE Emerge: the exchange-level tests
| Criterion | BSE SME | NSE Emerge |
|---|---|---|
| Post-issue paid-up capital | Not more than ₹25 crore | Not more than ₹25 crore |
| Operating profit (EBITDA) | ₹1 crore in any 2 of 3 preceding years | ₹1 crore in any 2 of 3 preceding years |
| Net worth | At least ₹1 crore in each of the 2 preceding full financial years | Positive |
| Net tangible assets | ₹3 crore in the last preceding full financial year | No separate test |
| Free cash flow to equity | No separate test | Positive FCFE in at least 2 of the 3 preceding years — computation revised April 2026, see Section 6.2 |
| Track record | 3 years (a converted proprietorship, partnership or LLP counts), with at least 1 full year of operations and audited results as a company | 3 years for the applicant, its promoters, or a converted firm; promoters need 3 years’ experience in the same line of business and at least 20% of post-issue capital |
| Offer for sale | Capped at 20% of the issue; no seller above 50% of holding | Capped at 20% of the issue; no seller above 50% of holding |
| Other conditions | Website, demat agreements with both depositories, no BIFR reference or admitted winding-up petition | No IBC or winding-up proceedings admitted, no material regulatory action in 3 years, no exchange rejection in the last 6 months, no lead manager whose draft was returned by the exchange in the last 6 months |
For a capex-heavy Delhi-NCR issuer — infrastructure, energy or manufacturing — the FCFE test is often what actually separates the two SME platforms, since a company can clear the EBITDA bar comfortably and still miss Emerge’s cash-flow requirement mid-expansion. We compute both from the audited balance sheet before recommending either exchange. Full criteria: NSE Emerge and BSE SME.
6. Regulatory Updates Every Delhi-NCR Issuer Should Track in 2026
Two 2026 changes matter for any Delhi-NCR promoter mapping out a DRHP timeline, on top of the ROC restructuring already covered in Section 2.2.
6.1 SEBI (ICDR) Amendment Regulations, 2026
Following a SEBI consultation paper dated 13 November 2025 and board-level consideration on 17 December 2025, SEBI notified the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2026 (Notification No. SEBI/LAD-NRO/GN/2026/299) on 16 March 2026; SEBI’s consolidated ICDR Regulations page separately records 21 March 2026 as the “last amended on” date. Two changes stand out:
- Non-transferable-share lock-in: where a lock-in can’t be created on pre-issue capital — typically because the shares are pledged — depositories will now mark such shares “non-transferable” for the lock-in period on the issuer’s instruction, closing a gap the depository system previously couldn’t handle.
- Draft abridged prospectus and QR codes: issuers must now file a draft abridged prospectus alongside the draft offer document, and every application form must carry a QR code and link to the RHP, abridged prospectus and price band advertisement, replacing the old requirement to hand out a physical copy. The abridged prospectus has also moved to a shorter, standardised Schedule VI template for mainboard IPOs and further public offers — SME issues keep their existing abridged-prospectus format, even though the draft-filing and QR-code requirements apply across the board.
6.2 NSE’s Revised FCFE Computation for NSE Emerge (Circular dated 20 April 2026)
NSE Circular NSE/SME/73818 dated 20 April 2026 revised the free-cash-flow-to-equity test for NSE Emerge eligibility (in force since 1 September 2024) to add “Proceeds from Issuance of Capital” — equity or preference share capital and securities premium received in cash — as a positive component: FCFE = Cash flow from Operations − Purchase of Fixed Assets + Proceeds from Issuance of Capital + Net Borrowings − Interest × (1 − tax rate). NSE also clarified that for NBFCs specifically, only long-term borrowings count toward “Net Borrowings” in this formula, avoiding double-counting of short-term borrowings that already run through operating cash flow — relevant for any Delhi-NCR NBFC or fintech-lending issuer. The revision applies to every DRHP filed on NSE Emerge from 20 April 2026 onward, and benefits growth-stage SME issuers that had raised fresh equity ahead of listing.
7. IPO Readiness: What Marcken Consulting LLP Puts in Place Before the DRHP
Eligibility answers whether a company is allowed to list. Readiness answers whether it can withstand due diligence, regulatory queries and public scrutiny without a scramble — and that’s where most of our engagement time actually goes.
| Area | What we address |
|---|---|
| Corporate form and capital structure | Conversion to a public company; reconciling the share register, past allotments, preference shares, convertibles, warrants and ESOP grants against the MCA record — and, given Section 2.2, confirming which of the three new ROC jurisdictions the company’s registered office now falls under. |
| Restated financial statements | 3 years plus a stub period wherever the latest audited year is more than 6 months old at filing; Ind AS required for mainboard, Indian GAAP still permitted for SME. |
| Peer-reviewed audit | The restated financials need sign-off from an auditor holding a live ICAI Peer Review certificate — we flag any required change a year ahead of filing. |
| Related-party transactions | Identified, priced at arm’s length, approved and disclosed — both BRLM due diligence and the SEBI LODR framework test these directly. |
| Tax and GST clean-up | Open assessments, GSTR-1/3B-to-books mismatches, e-way bill gaps, unreconciled input credit, and — for exporters and technology companies particularly — refund and transfer-pricing exposures, run alongside the financial restatement. |
| Corporate governance | Independent directors, audit committee, nomination and remuneration committee, a company secretary and CFO, and a stakeholders relationship committee once shareholders pass 1,000. |
| Litigation, licences and contingent liabilities | Compiled, disclosed and checked current — sector-specific approvals matter here given how much of Delhi-NCR’s issuer base sits in regulated infrastructure, energy and financial services. |
| Internal controls and MIS | The month-end close, approval matrices and reporting discipline that 45-day quarterly results demand. |
| Objects of the issue | Quantified and backed by quotations or appraisals, structured to sit within the 15%/₹10 crore GCP cap and the promoter-loan restriction on the SME platform. |
8. The IPO Process and Timeline
Three broad phases separate the decision to go public from the actual listing day.
Getting ready to file: route selection comes first — running mainboard 6(1)/6(2), BSE SME and NSE Emerge numbers side by side against a preliminary valuation range — followed by the readiness review and gap-closure plan from Section 7. In parallel, we help appoint the intermediary bench: the SEBI-registered merchant banker (BRLM), legal counsel, registrar, peer-reviewed auditor, market maker for SME issues, and advertising and printing agencies, while restated financials (3 years plus stub, Ind AS conversion where required) get finalised alongside financial, legal, tax, business and promoter due diligence.
Filing and regulatory review: the DRHP goes to SEBI and the exchange for a mainboard issue, or to the exchange alone (with its 21-day public comment window) for an SME issue — and since the March 2026 ICDR amendments, a draft abridged prospectus goes in alongside it (Section 6.1). Mainboard issues must open within 12 months of SEBI’s observation letter. The updated RHP is filed with the correct Registrar of Companies for the issuer’s district (Section 2.2), and the price band is announced at least 2 working days before the issue opens.
Opening and listing: the anchor book is allocated 1 working day before opening, capped at 60% of the QIB portion, locked 50% for 30 days and 50% for 90 days. Bidding runs at least 3 working days, entirely through ASBA (UPI mandates up to ₹5 lakh, one application per PAN). Since 1 December 2023, listing itself must happen within 3 working days of issue close — the T+3 rule under SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated 9 August 2023.
With clean records, we typically plan 6 to 9 months from the readiness review to an SME listing, and 9 to 15 months to a mainboard listing — and the readiness review is really what decides whether that calendar holds.
9. How Much Does an IPO Cost for a Delhi-NCR Company?
Three cost layers apply, and only one is fixed and published: statutory exchange fees. Professional fees and the merchant banker’s own fee are negotiated per engagement.
9.1 Exchange fees (official schedules)
| Fee | BSE | NSE |
|---|---|---|
| Mainboard initial listing fee | ₹20,000 | ₹50,000 |
| Mainboard annual listing fee, listed capital up to ₹100 crore | ₹3,25,000 (exclusively listed) / ₹2,85,000 (commonly listed) | ₹3,00,000 |
| Mainboard annual listing fee, listed capital above ₹1,000 crore | ₹11,60,000 plus ₹4,870 per ₹5 crore | ₹12,20,000 plus ₹5,125 per ₹5 crore |
| Mainboard market-cap component (above ₹2,500 crore) | ₹5,000 per ₹1,000 crore, capped at ₹20 lakh | ₹5,000 per ₹1,000 crore, capped at ₹20 lakh |
| SME processing fee (at in-principle application) | As per the BSE SME schedule at filing | ₹3,00,000 for issues up to ₹50 crore; ₹5,00,000 above ₹50 crore |
| SME initial listing fee | As per the BSE SME schedule at filing | ₹50,000 or 0.01% of issue size, whichever is higher |
| SME annual listing fee | ₹25,000 or 0.01% of full market capitalisation as on 31 March, whichever is higher | 0.02% of full market capitalisation as on 31 March |
Figures are from the BSE listing fee schedule, the NSE mainboard listing fee schedule and the NSE Emerge fee schedule applicable from 1 July 2026, all exclusive of taxes, and we re-confirm every figure at filing.
9.2 Professional and issue expenses
Everything outside the exchange fees — the merchant banker’s fee, legal counsel, the peer-reviewed auditor, the registrar, the market maker, printing, advertising and statutory advertisements — carries most of the real cost, and because these are largely fixed-scope engagements, smaller issues absorb proportionately more of it. Market estimates generally put total SME issue expenses around 7% to 10% of issue size, though the actual figure for any issue appears in its own offer document under “Objects of the Issue” and is negotiated intermediary by intermediary. Marcken Consulting LLP’s own fee for readiness, restatement and valuation work is scoped and quoted separately, so a promoter sees exactly where each rupee goes before the BRLM is even appointed.
Planning a listing in the next 12 to 24 months? Marcken Consulting LLP runs IPO-readiness reviews, restated financial statements, independent DCF and ESOP valuations and GST and income-tax clean-up for Delhi, Gurugram, Noida and wider NCR companies preparing for BSE SME, NSE Emerge or the mainboard, and coordinates your merchant banker, registrar and legal counsel through to listing.
10. IPO Valuation and Pricing: Where the Number Comes From
The BRLM sets the final price band, but that band rests on a valuation built from restated numbers, not the company’s existing books. Given how varied Delhi-NCR’s issuer base actually is, the method that carries the most weight depends on the kind of company:
- Technology and platform companies are usually valued on EV/revenue or growth-adjusted multiples while still reinvesting rather than optimising for near-term profit — the DCF becomes the document institutional investors press hardest, especially on the QIB route, and any growth projection that outruns the historical trend needs a defensible business case.
- Infrastructure and energy businesses, including PSU-linked issuers, lean on regulated-asset and cash-flow-based DCF approaches, often benchmarked against long-term power-purchase or concession agreements rather than short-cycle comparables.
- Fintech and financial-services companies are typically priced closer to revenue or user-base multiples where profitability is still normalising, shifting toward EV/EBITDA once it stabilises.
- Net asset value stays relevant for holding companies, real-estate-heavy businesses, and as a general floor check regardless of sector.
Marcken Consulting LLP builds the independent DCF and multiples-based business valuation that gives a promoter an evidence-based range going into the BRLM’s pricing discussion, and where an ESOP scheme exists, the separate ESOP valuation that both the offer document and the auditors require. Our note on achieving the right valuation for your IPO covers the method choice in more depth.
11. Tax Considerations Around an IPO
Before the issue: Section 56(2)(viib) of the Income-tax Act, 1961 — the “angel tax” on share premium above fair market value in closely held companies — was abolished by the Finance (No. 2) Act, 2024, effective from assessment year 2025-26 for every investor class. Earlier years remain open to assessment, though, so pre-IPO funding rounds from those years still need a defensible Rule 11UA valuation on record. Section 56(2)(x) continues to apply wherever shares change hands for less than fair market value and the benefit exceeds ₹50,000, which is why pre-IPO transfers between promoters, family and employees are backed by a valuation report. ESOP exercise carries its own tax event: the perquisite is taxed on fair market value under Rule 3(8), so a pre-listing exercise wave needs both a current valuation and payroll planning, which we build into the readiness work.
After listing: capital gains on the newly listed shares follow the standard rules for transfers on or after 23 July 2024 — long-term gains (holding period beyond 12 months) taxed at 12.5% under Section 112A above a ₹1.25 lakh annual exemption, short-term gains at 20% under Section 111A — provided securities transaction tax was paid on the sale. One structural point ahead: the Income-tax Act, 2025 takes effect from 1 April 2026, with income up to 31 March 2026 still governed by the 1961 Act. The specific tax outcome depends on the facts and the law in force on the transaction date, which is why we review this at the readiness stage rather than treat it as boilerplate.
12. What a Marcken Consulting LLP IPO Engagement Includes
| Deliverable |
|---|
| A written eligibility report against Regulation 6(1) and 6(2), Chapter IX ICDR, BSE SME and NSE Emerge, computed on restated figures |
| An IPO-readiness review across the areas in Section 7, with a gap-closure plan, named owners and dates |
| Restated financial statements for 3 years plus stub, with Ind AS conversion where required |
| Independent DCF/FCFE and comparable-company valuation, plus ESOP valuation where applicable |
| GST, income-tax and transfer-pricing exposure review and regularisation, and related-party documentation |
| Governance build-out: board composition, committees, policies, and company secretary/CFO appointments |
| Shortlisting and briefing of the SEBI-registered merchant banker, registrar, legal counsel and market maker |
| Support through due diligence, DRHP data requests and regulatory observations |
| Pricing support with the BRLM, drawing on our own valuation work |
| Post-listing finance-function and compliance support |
13. Why Choose Marcken Consulting LLP as Your IPO Consultant in Delhi
Marcken Consulting LLP is led by CA Murli Chandak, an IBBI-Registered Valuer for Securities or Financial Assets, and the firm’s practice is built specifically around what an IPO requires:
- Valuation depth: DCF/FCFE equity valuations, comparable-company analysis, Rule 11UA/57 NAV workings and ESOP valuations — reports merchant bankers, auditors and investors actually rely on.
- Financial-statement work: full 3-year restatements, Ind AS conversion, and direct coordination with the peer-reviewed statutory auditor.
- Compliance coverage: GST reconciliation and advisory, income-tax and transfer-pricing exposure review, related-party documentation, and CA certification.
- Sector fit for Delhi-NCR specifically: valuation and readiness experience across technology and platform companies, infrastructure and energy issuers, and fintech and financial-services businesses — the mix behind the Awfis, NTPC Green Energy and MobiKwik listings referenced in Section 2.3.
- Registrar-jurisdiction fluency: ready to confirm, for any Delhi, Gurugram or Noida-registered company, exactly which of the newly split ROC offices its filings now go through.
In practice, that means a company reaches its merchant banker’s due diligence with restated numbers already reconciled, a defensible valuation in hand, and compliance gaps already closed — which is what actually shortens the path to filing. For more, see our SME IPO fundraising and IPO fundraising service pages. Companion city guides cover IPO consulting in Mumbai, IPO consulting in Ahmedabad, IPO consulting in Hyderabad, IPO consulting in Chennai and IPO consulting in Bangalore, IPO consulting in Jaipur and IPO consulting in Kolkata, and our primer on what an SME IPO is and how the process works is a good starting point for a first-time promoter.
14. Frequently Asked Questions
Q1. Which Registrar of Companies does a Delhi-NCR company file with now?
It depends on the registered office. Under MCA Notification S.O. 4850(E), effective 16 February 2026, South, Southwest, New, Southeast and East Delhi districts fall under ROC Delhi-I; Central, West, North, Northwest, Northeast Delhi and Shahdara fall under ROC Delhi-II; and the whole of Haryana, including Gurugram, now falls under ROC Haryana at Chandigarh rather than any Delhi office. Noida-registered companies separately moved to ROC Uttar Pradesh-II at Noida.
Q2. What happened to the Delhi Stock Exchange?
Incorporated in 1947, DSE grew into India’s fifth exchange and one of its premier regional bourses by the 1980s. SEBI withdrew its recognition in 2007, trading was suspended by 2014, and SEBI’s formal exit order followed on 23 January 2017. It now operates as DSE Estates Limited, a real estate and asset management company. Delhi-NCR’s actual listing activity today runs entirely through NSE, BSE and their SME platforms.
Q3. What does an IPO consultant in Delhi actually do?
They test eligibility, choose the route, restate the financials, build the valuation case, close compliance gaps, and coordinate the SEBI-registered merchant banker, legal counsel and registrar. Marcken Consulting LLP runs this workstream for Delhi-NCR companies; the merchant banker separately files the DRHP and manages the issue itself.
Q4. Is a merchant banker mandatory for an IPO?
Yes — every Indian public issue is managed by a SEBI-registered merchant banker acting as lead manager, which is why intermediary selection and briefing is part of our own engagement.
Q5. Can a loss-making Delhi-NCR company still list on the mainboard?
Yes, through Regulation 6(2) — provided at least 75% of the net offer goes to Qualified Institutional Buyers, with allocation split 75% QIB / 15% non-institutional / 10% retail. Awfis Space Solutions listed this way in 2024. The SME platforms instead require ₹1 crore of EBITDA in 2 of the last 3 years.
Q6. What changed for NSE Emerge issuers in April 2026?
NSE Circular NSE/SME/73818, dated 20 April 2026, revised the FCFE eligibility test to add back proceeds from issuance of capital, and clarified that for NBFCs, only long-term borrowings count in the “Net Borrowings” component — correcting a formula that had penalised growth-stage SME issuers for raising fresh equity ahead of listing. It applies to DRHPs filed from that date onward.
Q7. Is BSE SME or NSE Emerge better for a capex-heavy Delhi-NCR company?
The SEBI-level criteria are identical either way. NSE Emerge separately requires positive FCFE in 2 of 3 years; BSE SME instead requires ₹1 crore of net worth over 2 years plus ₹3 crore of net tangible assets. For a company mid-expansion, the cash-flow test usually decides it, which is why we compute both before recommending a platform.
Q8. What are the mainboard IPO eligibility criteria?
Under Regulation 6(1): net tangible assets of ₹3 crore in each of the last 3 years, average pre-tax operating profit of ₹15 crore across those years with profit every year, and net worth of ₹1 crore each year. A company that misses these can still use Regulation 6(2) by allotting at least 75% of the net offer to QIBs.
Q9. How much does an SME IPO cost?
Exchange fees are published and fixed — NSE Emerge charges a ₹3 lakh processing fee for issues up to ₹50 crore, an initial listing fee of ₹50,000 or 0.01% of issue size, and an annual fee of 0.02% of market cap; BSE SME’s annual fee is ₹25,000 or 0.01% of market cap. Professional fees, negotiated separately, typically bring total SME issue expenses to roughly 7–10% of issue size, with the exact figure disclosed in each offer document.
Q10. How long does the whole IPO process take?
For a company with clean records, budget 6 to 9 months from the readiness review to an SME listing, or 9 to 15 months to a mainboard listing. The listing step itself is fixed at 3 working days after issue close under the T+3 rule effective since 1 December 2023.
Q11. How are ESOPs handled ahead of a listing?
The scheme, grants, vesting and exercise history are reconciled with the share register and disclosed in the offer document; an independent ESOP valuation supports both the accounting charge and the exercise-time perquisite tax; and any pre-listing exercise wave is planned out with the promoters in advance. Marcken Consulting LLP prepares both the valuation and the disclosures.
Q12. Can a private limited company IPO directly?
It first converts to a public limited company under the Companies Act, 2013, rebuilds its board with independent directors and the required committees, appoints a company secretary and CFO, and dematerialises its shares — all of which we manage as part of the readiness plan.
Q13. Does the statutory auditor need to be peer-reviewed for an IPO?
Yes — the restated financial statements in the offer document must carry sign-off from an auditor holding a current ICAI Peer Review certificate. We check this at the readiness stage so any necessary change is planned well ahead of filing.
Q14. When should a Delhi-NCR company bring in Marcken Consulting LLP?
Twelve to eighteen months ahead of the intended filing date, and before the merchant banker is appointed. Auditor transitions, Ind AS conversion, related-party clean-up, ROC-jurisdiction confirmation and tax regularisation all take real time, and the BRLM’s due diligence moves noticeably faster when that groundwork is already done.
Speak to Us
Marcken Consulting LLP offers a no-charge 30-minute consultation to discuss your company’s IPO readiness, valuation or compliance position.
Marcken Consulting LLP | CA Murli Chandak, IBBI-Registered Valuer (Securities or Financial Assets)
Website: marckenconsulting.com
Phone: +91 99980 59923 / +91 99985 39902
Email: crm@marckenconsulting.com
Book a Free Consultation Chat on WhatsApp
Regulatory positions and fee schedules in this guide are as published by SEBI, BSE, NSE, the Ministry of Corporate Affairs and the Government of India as at September 2026 and are confirmed at the date of filing. This guide is general information, not investment, legal or regulatory advice.
