IPO Consultant in Ahmedabad: A Complete Guide to IPO Readiness, Eligibility, Costs and Listing for Gujarat Companies

In short: Marcken Consulting LLP is an Ahmedabad-based IPO consultant for Gujarat companies preparing to list on BSE SME, NSE Emerge or the mainboard. We handle the IPO-readiness, restated financial statements, independent valuation and compliance workstream from our own city, and coordinate the SEBI-registered merchant banker who files the offer document and manages the issue. Gujarat is one of India’s most active listing states: in the first half of FY 2025-26 it produced more SME IPOs than any other state, with 31 companies debuting on BSE SME and NSE Emerge and raising about ₹1,206 crore. The state also reimburses part of an MSME’s listing expenses under the Aatmanirbhar Gujarat scheme, and Gandhinagar’s GIFT City IFSC offers unlisted Indian companies a second, international listing venue. The rules have tightened too: under the SEBI (ICDR) Amendment Regulations, 2025, an SME issuer needs operating profit (EBITDA) of at least ₹1 crore in 2 of the last 3 financial years, offers for sale are capped at 20% of the issue, general corporate purposes at the lower of 15% or ₹10 crore, the minimum application is above ₹2 lakh (2 lots) and at least 200 allottees are required. This guide sets out eligibility for both routes with exact thresholds, the Gujarat-specific advantages, the process to T+3 listing, the official fee schedules, and how Marcken Consulting LLP works as your IPO consultant in Ahmedabad.

1. What Does an IPO Consultant in Ahmedabad Do?

Taking a company public gives it growth capital, visibility, shareholder liquidity and a permanent platform for future capital raising. It also places the company’s financial statements, governance, related-party dealings, tax positions and litigation before regulators and the public. An IPO consultant’s job is to make the company ready for that scrutiny, and to keep the transaction moving once it begins.

At Marcken Consulting LLP the engagement runs in 6 stages:

1. Eligibility and route assessment: computing the company’s position against Regulation 6 of SEBI ICDR for the mainboard and Chapter IX plus the BSE SME and NSE Emerge criteria for the SME platforms, on restated numbers, and checking eligibility for the Gujarat SME-exchange assistance.
2. IPO-readiness review: capital structure, related-party transactions, tax and GST exposures, litigation, internal controls and governance, delivered as a written gap-closure plan.
3. Restated financial statements: 3 years plus stub period in the offer-document format, with Ind AS conversion where required, and coordination with the peer-reviewed statutory auditor.
4. Valuation: independent DCF/FCFE and comparable-company valuation for pricing discussions, and ESOP valuation where a scheme exists.
5. Intermediary coordination: shortlisting and briefing the SEBI-registered merchant banker, registrar, legal counsel and market maker, and staying at the promoter’s side through due diligence and SEBI or exchange observations.
6. Post-listing support: quarterly results, LODR disclosures, the state-assistance claim after listing, and the finance-function discipline a listed company needs from day one.

2. Why Ahmedabad and Gujarat Are a Strong Base for an IPO

2.1 Gujarat leads the SME IPO count

In the first half of FY 2025-26 (April to September 2025), Gujarat produced more SME IPOs than any other state: 31 companies listed on BSE SME and NSE Emerge, ahead of Maharashtra (28) and Delhi (20), mobilising about ₹1,206 crore (₹501 crore on BSE SME and ₹705 crore on NSE Emerge). Maharashtra led in capital raised at ₹1,843 crore. On the mainboard, NSE’s annual highlights for calendar 2025 record that Maharashtra, Delhi-NCR and Karnataka led activity by volume and value, within a year in which 103 mainboard IPOs raised ₹1.72 lakh crore and 117 NSE Emerge issues raised ₹5,784 crore.

Gujarat’s listing depth reflects its industrial base: pharmaceuticals, specialty chemicals, textiles, engineering, plastics, ceramics, agro-processing and gems and jewellery, spread across Ahmedabad, Vadodara, Surat, Rajkot and Morbi. These are the sectors in which SME-scale companies most often clear the ₹1 crore EBITDA test with room to spare.

2.2 Regulators and registries in the city

• SEBI Western Regional Office: SEBI Bhavan, Panchvati 1st Lane, Gulbai Tekra Road, Ahmedabad 380006, SEBI’s regional presence for Gujarat.
• Registrar of Companies, Gujarat, Dadra and Nagar Haveli: ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad 380013, with which the Red Herring Prospectus and Prospectus of a Gujarat-registered issuer are filed before the issue opens.
• GIFT City IFSC, Gandhinagar: home to India International Exchange (India INX) and NSE International Exchange (NSE IX), the two permitted venues under India’s direct-listing framework (Section 7 below).
• SEBI head office and both exchanges remain in Mumbai; Marcken Consulting LLP coordinates the Mumbai-side meetings with the merchant banker while the preparation work happens in Ahmedabad.

2.3 State assistance for listing expenses

Under the Aatmanirbhar Gujarat Scheme for Assistance to MSMEs, an eligible MSME that raises equity through an SME exchange can claim assistance of 25% of the expenditure incurred on the listing, up to ₹5 lakh, one time, after the issue succeeds. Section 6 explains the claim.

3. Mainboard IPO vs SME IPO: Choosing the Route

The first decision we help a promoter make is the route. It determines eligibility, investor base, issue structure, cost and the compliance regime the company will live under after listing; our SME IPO fundraising and five-step guide to SME listing pages cover the SME side in more depth.

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
Gujarat state assistance	Not applicable	25% of listing expenditure up to ₹5 lakh for eligible MSMEs

Size alone should not decide the route. A company that fits the SME platform today but expects to outgrow the ₹25 crore paid-up-capital ceiling within a few years should weigh listing on the SME platform and migrating later against waiting and going direct to the mainboard. Chapter IX of SEBI ICDR permits migration to the mainboard, and each exchange prescribes its own migration criteria, which we confirm with the exchange at the time of the decision.

4. Mainboard IPO Eligibility: Regulation 6 of SEBI ICDR

The mainboard tests sit in Regulation 6 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

4.1 Regulation 6(1): the profitability route

• Net tangible assets of at least ₹3 crore in each of the 3 preceding full financial years, of which not more than 50% is held in monetary assets (the monetary-asset cap does not apply where the issue is entirely an offer for sale)
• Average operating profit (pre-tax) of at least ₹15 crore during the 3 preceding years, with operating profit in each of those years
• Net worth of at least ₹1 crore in each of the 3 preceding full financial years
• Where the company has changed its name in the last year, at least 50% of revenue for the preceding full year must come from the activity suggested by the new name

4.2 Regulation 6(2): the QIB route

A company that does not meet 6(1) can still list on the mainboard through book-building if at least 75% of the net offer is allotted to Qualified Institutional Buyers, with the full subscription refunded if that 75% is not achieved. Allocation on this route is 75% QIB, 15% non-institutional and 10% retail, against the standard 50/15/35 split.

4.3 Exchange conditions and promoter lock-in

Both exchanges require a post-issue paid-up capital of at least ₹10 crore and a minimum market capitalisation of ₹25 crore at the issue price. Minimum promoter contribution of 20% of post-issue capital is locked in for 18 months, extended to 3 years where the majority of the fresh-issue proceeds is for capital expenditure (the 2025 amendment counts repayment of loans taken for that capex as capital expenditure). Promoter holding above the minimum is locked in for 6 months, or 1 year in the capex case, and pre-issue shares held by other shareholders are locked in for 6 months from allotment.

5. SME IPO Eligibility After the March 2025 Amendments

The SEBI Board decided the new SME framework on 18 December 2024; the exchanges implemented the eligibility changes immediately through circulars and SEBI notified the amended ICDR Regulations in March 2025. The NSE circular NSE/CML/65739 of 23 December 2024 sets out the revised NSE Emerge criteria in full.

5.1 The SEBI-level tests (Chapter IX, ICDR)

1. Operating profit test: EBITDA of at least ₹1 crore from operations in any 2 of the 3 preceding financial years.
2. Offer-for-sale cap: selling shareholders together may offer at most 20% of the total issue size, and no selling shareholder may sell more than 50% of its pre-issue holding.
3. General corporate purposes cap: the lower of 15% of the amount raised or ₹10 crore.
4. No repayment of promoter loans: issue proceeds cannot be used to repay loans from promoters, the promoter group or related parties, directly or indirectly.
5. Minimum promoter contribution: 20% of post-issue capital locked in for 3 years; promoter holding above 20% released in two tranches, 50% after 1 year and 50% after 2 years.
6. Minimum application size: 2 lots, with the application above ₹2 lakh.
7. Minimum allottees: 200, up from 50.
8. Public comment on the DRHP: the draft offer document is hosted on the exchange and lead manager websites for at least 21 days from the public announcement.
9. Working-capital utilisation: where working capital is an object exceeding ₹5 crore, a statutory auditor’s certificate on utilisation is filed with the quarterly results until the proceeds are fully used.

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 financial years
Track record	3 years (including a converted proprietorship, partnership or LLP), with at least 1 full financial year of operations and audited results as a company	3 years of 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, and no lead manager whose draft was returned by the exchange in the last 6 months

The FCFE test is the practical differentiator for Gujarat’s capital-intensive manufacturers. A chemicals or engineering company that has funded capex from term loans can show ₹1 crore of EBITDA and still not clear NSE Emerge’s cash-flow test, which points it towards BSE SME. We run both computations from the audited balance sheets before any exchange is approached; the criteria are published by NSE Emerge and BSE SME.

6. Gujarat State Assistance for Raising Capital Through an SME Exchange

The Aatmanirbhar Gujarat Scheme for Assistance to MSMEs, administered by the MSME Commissionerate, Government of Gujarat, includes a component for raising capital through an SME exchange:

• Quantum: 25% of the expenditure incurred on raising funds through the SME exchange, up to ₹5 lakh, one time, after the equity is successfully raised as per the scheme approved by the exchange.
• Who qualifies: an enterprise set up in Gujarat that is registered as a micro, small or medium enterprise under the MSMED Act, 2006 with a valid Udyam registration.
• When to apply: within one year of the successful listing, on the prescribed application form and checklist, with the audited accounts of the relevant financial year and evidence of the expenditure claimed.

Marcken Consulting LLP prepares the expenditure schedule and the application as part of the post-listing work, so that the claim is filed while the issue documents and invoices are still to hand. Terms and operative periods are confirmed against the current Government Resolution at the time of application.

7. GIFT City IFSC: A Second Listing Venue on Ahmedabad’s Doorstep

On 24 January 2024 the Ministry of Finance amended the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 to notify the Direct Listing of Equity Shares of Companies Incorporated in India on International Exchanges Scheme, and the Ministry of Corporate Affairs simultaneously issued the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024. Together, as the Government’s press release explains, they allow unlisted public Indian companies to issue and list equity shares on the international exchanges at GIFT IFSC, India INX and NSE IX, under IFSCA’s listing regulations, with the shares held by persons resident outside India and traded in foreign currency.

For a Gujarat company this is a genuine third option alongside the mainboard and the SME platforms, particularly where the promoter wants foreign-currency capital or a global investor base. Two points shape the decision as at September 2026: the framework currently covers unlisted public companies, with SEBI’s operating guidelines for already-listed companies still awaited; and an IFSC listing is a separate regime from a domestic IPO, with its own disclosure, governance and post-listing obligations. Marcken Consulting LLP’s readiness work, restated financials and valuation apply equally to a GIFT IFSC listing, and we advise on the choice between venues as part of the route assessment.

8. IPO Readiness: What Marcken Consulting LLP Puts in Place Before the DRHP

Eligibility asks whether the company may list. Readiness asks whether it is prepared for due diligence, regulatory observations and public scrutiny. This is the stage where we do most of our IPO work, across nine areas:

1. Corporate form and capital structure: conversion to a public limited company, and reconciliation of the share register, past allotments and transfers, preference shares, convertibles, warrants and ESOP grants with the MCA record.
2. Restated financial statements: 3 years plus a stub period where the latest audited year is more than 6 months old at filing; Ind AS for mainboard issuers, Indian GAAP permitted for SME issuers.
3. Peer-reviewed auditor: the restated financials must be audited by a statutory auditor holding a valid ICAI Peer Review certificate; we flag any change needed a year ahead.
4. Related-party transactions: identified, priced at arm’s length, approved and disclosed, because the BRLM’s due diligence and the SEBI LODR framework will both test them.
5. Tax and GST clean-up: open assessments, GSTR-1 to GSTR-3B to books mismatches, e-way bill exposures and unreconciled input credit all surface in due diligence; as your GST consultant in Ahmedabad we run this in parallel with the restatement.
6. Corporate governance: independent directors, audit committee, nomination and remuneration committee, company secretary and CFO, and a stakeholders relationship committee once shareholders exceed 1,000.
7. Litigation, licences and contingent liabilities: compiled and disclosed; environmental consents and factory licences, which matter for Gujarat’s chemical and pharma clusters, verified as current.
8. Internal controls and MIS: the month-end close, approval matrices and reporting that quarterly results within 45 days demand, the same discipline our Virtual CFO service in Ahmedabad runs for growing companies.
9. Objects of the issue: quantified, supported by quotations or appraisals, and structured within the 15%/₹10 crore GCP cap and the promoter-loan bar on the SME platform.

9. The IPO Process and Timeline

1. Feasibility and route selection: eligibility computation for mainboard 6(1)/6(2), BSE SME, NSE Emerge and, where relevant, GIFT IFSC; preliminary valuation range.
2. Readiness review and gap-closure plan: the nine areas in Section 8, with owners and deadlines.
3. Appointment of intermediaries: SEBI-registered merchant banker (BRLM), legal counsel, registrar to the issue, peer-reviewed auditor, market maker for SME issues, advertising and printing agencies.
4. Restated financials and audit: 3 years plus stub, Ind AS conversion where required.
5. Due diligence and DRHP drafting: financial, legal, tax, business and promoter due diligence; risk factors; objects of the issue.
6. DRHP filing: mainboard with SEBI and the exchange; SME with the exchange, followed by the 21-day public comment window.
7. SEBI observations (mainboard): the issue must open within 12 months of SEBI’s observation letter.
8. RHP, RoC filing and price band: the updated document is filed with the Registrar of Companies, Ahmedabad; the price band is announced at least 2 working days before the issue opens.
9. Anchor book: allocated 1 working day before opening, up to 60% of the QIB portion; anchor shares are locked in 50% for 30 days and 50% for 90 days.
10. Bidding: open for at least 3 working days; all applications through ASBA, with UPI mandates available up to ₹5 lakh; one PAN, one application.
11. Allotment and listing (T+3): since 1 December 2023 shares must list within 3 working days of issue close under SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated 9 August 2023.
12. State-assistance claim: filed with the MSME Commissionerate within one year of listing.

For a company with well-kept records, we plan 6 to 9 months from the readiness review to an SME listing and 9 to 15 months to a mainboard listing; the readiness review is what makes the calendar reliable.

10. How Much Does an IPO Cost for an Ahmedabad Company?

Promoters should separate three layers: statutory exchange fees, third-party professional fees, and the merchant banker’s own fee. Only the first is fixed and published.

10.1 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 are re-confirmed at filing.

10.2 Professional and issue expenses, and the Gujarat offset

The merchant banker’s fee, legal counsel, the peer-reviewed auditor, the registrar, the market maker, printing, advertising and the statutory advertisements together make up the bulk of the cost, and because most of these are fixed-scope engagements the total is proportionately heavier for smaller issues. Published market estimates for SME IPOs put total issue expenses at roughly 7% to 10% of issue size; the actual figure for any issue is disclosed in its offer document under “Objects of the Issue” and is negotiated intermediary by intermediary. For an eligible Gujarat MSME, the state assistance of 25% of listing expenditure up to ₹5 lakh is recovered after listing. Marcken Consulting LLP’s fee for the readiness, restatement and valuation workstream is scoped and quoted separately, so promoters can see exactly which rupee goes where before appointing the BRLM.

11. IPO Valuation and Pricing: Where the Number Comes From

The BRLM sets the price band, the price band rests on a valuation, and the valuation rests on the restated numbers. Three methods are used, usually together:

• Comparable company multiples: P/E, EV/EBITDA and, for asset-heavy businesses, price to book, benchmarked against listed peers of similar scale, growth, margin and capital intensity. For Gujarat issuers this often means peer sets drawn from the listed chemicals, pharma, textile and engineering universe.
• Discounted cash flow: free cash flow to firm or to equity, discounted at a cost of capital built from the risk-free rate, equity risk premium, beta and size premium. Projections that depart sharply from the historical growth rate need a business reason that will satisfy the BRLM and institutional investors.
• Net asset value: relevant for holding companies, real-estate owners and as a floor test.

Marcken Consulting LLP prepares the independent DCF and multiples-based business valuation that gives promoters an evidence-based range before the BRLM’s pricing discussion, signed off by an IBBI-Registered Valuer in Ahmedabad, and where an ESOP scheme exists, the separate ESOP valuation that the offer document and the auditors require. Our note on achieving the right valuation for your IPO covers the method choice in more depth.

12. Tax Considerations Around an IPO

• Angel tax abolished: Section 56(2)(viib) of the Income-tax Act, 1961, which taxed share premium above fair market value in closely held companies, was abolished by the Finance (No. 2) Act, 2024 with effect from assessment year 2025-26 for all investor classes. Earlier years remain open to assessment, so pre-IPO rounds from those years still need a defensible Rule 11UA valuation on file.
• Section 56(2)(x): continues to apply to a recipient of shares for inadequate consideration where the benefit exceeds ₹50,000, which is why pre-IPO transfers between promoters, family and employees below fair market value are supported by a valuation report.
• Capital gains on listed shares after the IPO: long-term gains (holding period above 12 months) are taxed at 12.5% under Section 112A above an exemption of ₹1.25 lakh a year, and short-term gains at 20% under Section 111A, both for transfers on or after 23 July 2024, provided securities transaction tax is paid on the sale.
• Income-tax Act, 2025: the new Act takes effect from 1 April 2026; income up to 31 March 2026 continues to be governed by the 1961 Act.

Tax outcomes depend on individual facts and the provisions in force at the date of the transaction; we advise on the specific position as part of the readiness review.

13. What a Marcken Consulting LLP IPO Engagement Includes

1. A written eligibility report against Regulation 6, Chapter IX ICDR, BSE SME, NSE Emerge and, where relevant, the GIFT IFSC direct-listing framework, computed on restated figures.
2. An IPO-readiness review across the nine areas in Section 8, with a gap-closure plan, owners and dates.
3. Restated financial statements for 3 years plus stub, and Ind AS conversion where required.
4. Independent DCF/FCFE and comparable-company valuation, and ESOP valuation where applicable.
5. GST and income-tax exposure review and regularisation, and related-party documentation.
6. Governance set-up: board composition, committees, policies and the company secretary and CFO appointments.
7. Shortlisting and briefing of the SEBI-registered merchant banker, registrar, legal counsel and market maker.
8. Support through due diligence, DRHP data requests and regulatory observations.
9. Pricing support with the BRLM, drawing on our valuation work.
10. The Aatmanirbhar Gujarat SME-exchange assistance claim, and post-listing finance-function and compliance support.

14. Why Choose Marcken Consulting LLP as Your IPO Consultant in Ahmedabad

Marcken Consulting LLP is a Chartered Accountancy and valuation firm headquartered in Ahmedabad and led by CA Murli Chandak, an IBBI-Registered Valuer for Securities or Financial Assets. The firm’s practice is built on exactly the work an IPO demands:

• Valuation: DCF/FCFE equity valuations, comparable-company analysis, Rule 11UA/57 NAV workings and ESOP valuations, delivered as reports that merchant bankers, auditors and investors rely on.
• Financial statements: restatement of 3 years of financials, Ind AS conversion, and coordination with the peer-reviewed statutory auditor.
• Compliance: GST reconciliation and advisory, income-tax exposure review, related-party documentation and CA certification.
• Gujarat presence: readiness work, management meetings and site visits happen in the same city as the promoter, the Registrar of Companies and SEBI’s Western Regional Office, with the Mumbai-side merchant-banker meetings coordinated from here.
• State assistance: the Aatmanirbhar Gujarat SME-exchange claim is prepared and filed as part of the engagement.

What we deliver is a company that reaches its merchant banker’s due diligence with restated numbers, a defensible valuation and closed compliance gaps, which is what shortens the path to filing. For the wider Ahmedabad practice, see our guides to Registered Valuer services in Ahmedabad, Virtual CFO services in Ahmedabad, ESOP consulting in Ahmedabad and choosing a CA in Ahmedabad, and our SME IPO fundraising and IPO fundraising service pages. Companies with a Mumbai registered office can read our companion guide to IPO consulting in Mumbai, Telangana companies our guide to IPO consulting in Hyderabad, and our primer on what an SME IPO is and how the process works is a useful starting point for first-time promoters.

15. Frequently Asked Questions

Q1. What does an IPO consultant in Ahmedabad actually do?
An IPO consultant assesses whether the company is eligible and ready to list, selects the route, restates the financials, prepares the valuation, cleans up compliance and coordinates the SEBI-registered merchant banker, legal counsel and registrar. Marcken Consulting LLP delivers this workstream from Ahmedabad; the merchant banker files the DRHP and manages the issue.

Q2. Is a merchant banker mandatory for an IPO?
Yes. Every public issue in India is managed by a SEBI-registered merchant banker appointed as lead manager, which is why intermediary selection and briefing is part of our engagement.

Q3. What is Marcken Consulting LLP’s role in an IPO?
Marcken Consulting LLP is the IPO-readiness, restated financials, valuation and compliance partner. We prepare the company, produce the numbers and reports the offer document is built on, coordinate the merchant banker, registrar and legal counsel appointed for the issue, and file the Gujarat state-assistance claim after listing.

Q4. What is the SME IPO eligibility in 2026?
Post-issue paid-up capital of not more than ₹25 crore; operating profit (EBITDA) of at least ₹1 crore in any 2 of the last 3 financial years; a 3-year track record; on BSE SME, net worth of ₹1 crore in each of the 2 preceding years and net tangible assets of ₹3 crore; on NSE Emerge, positive net worth and positive free cash flow to equity in 2 of 3 years. Offers for sale are capped at 20% of the issue, general corporate purposes at the lower of 15% or ₹10 crore, the minimum application is 2 lots above ₹2 lakh and at least 200 allottees are required.

Q5. Does the Gujarat government help with SME IPO costs?
Yes. Under the Aatmanirbhar Gujarat Scheme for Assistance to MSMEs, an eligible Udyam-registered MSME set up in Gujarat can claim 25% of the expenditure incurred on raising funds through an SME exchange, up to ₹5 lakh, one time, by applying to the MSME Commissionerate within one year of a successful listing.

Q6. Can an Ahmedabad company list at GIFT City instead of on BSE or NSE?
An unlisted public Indian company can list its equity shares on India INX or NSE IX at GIFT IFSC under the Direct Listing Scheme notified on 24 January 2024 and the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024. It is a separate regime from a domestic IPO, with shares held by non-residents and traded in foreign currency; SEBI’s operating guidelines for already-listed companies are still awaited as at September 2026.

Q7. 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 over those 3 years with profit in each year, and net worth of ₹1 crore in each year. Companies that do not meet these can use Regulation 6(2), allotting at least 75% of the net offer to QIBs.

Q8. How much does an SME IPO cost in India?
Exchange fees are published: for example, NSE Emerge charges a processing fee of ₹3 lakh 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 capitalisation; BSE SME’s annual fee is ₹25,000 or 0.01% of market capitalisation. Professional fees are negotiated per issue and published market estimates put total SME issue expenses at roughly 7% to 10% of issue size, before the Gujarat state assistance of up to ₹5 lakh. The exact figure for any issue appears in its offer document.

Q9. How long does the IPO process take?
For a company with well-kept records, we plan 6 to 9 months from the readiness review to an SME listing and 9 to 15 months to a mainboard listing. Listing itself takes place within 3 working days of issue close under the T+3 rule in force since 1 December 2023.

Q10. BSE SME or NSE Emerge, which is better for a Gujarat manufacturer?
The SEBI-level rules are identical. NSE Emerge additionally requires positive free cash flow to equity in 2 of 3 years; BSE SME requires ₹1 crore of net worth for 2 years and ₹3 crore of net tangible assets. For capex-heavy manufacturers the cash-flow test often decides it, and we compute both before recommending a platform.

Q11. Can a private limited company do an IPO?
It first converts into a public limited company under the Companies Act, 2013, reconstitutes its board with independent directors and committees, appoints a company secretary and CFO, and dematerialises its shares. We manage this conversion as part of the readiness plan.

Q12. Does the auditor need to be peer reviewed for an IPO?
Yes. The restated financial statements in the offer document must be audited by a statutory auditor holding a valid ICAI Peer Review certificate. We check this at the readiness stage so that any change is planned well ahead of filing.

Q13. Do we need to travel to Mumbai for the IPO?
Regulatory filings are electronic and the preparation work happens in Ahmedabad. Merchant-banker, anchor-investor and roadshow meetings are typically held in Mumbai, and Marcken Consulting LLP coordinates those alongside the BRLM so the promoter’s time there is used efficiently.

Q14. When should we bring in Marcken Consulting LLP?
Twelve to eighteen months before the intended filing, and before appointing the merchant banker. Auditor changes, Ind AS conversion, related-party clean-up and tax regularisation take time, and the BRLM’s due diligence moves faster when they are already done.

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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

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Regulatory positions, fee schedules and state-scheme terms in this guide are as published by SEBI, BSE, NSE, the Government of India and the Government of Gujarat as at September 2026 and are confirmed at the date of filing or application. This guide is general information, not investment, legal or regulatory advice.