In short: Marcken Consulting LLP works as an IPO consultant for Chennai companies preparing to list on BSE SME, NSE Emerge or the mainboard. Our workstream covers eligibility, restated financials, independent valuation and compliance clean-up, and we coordinate the SEBI-registered merchant banker who actually files the offer document and runs the issue. Chennai’s own listing pipeline has become genuinely diversified — SaaS and technology companies, electronics manufacturing services, NBFCs and integrated marketing groups have all gone public out of the city since 2023, unlike cities where a single sector dominates. An SME issuer today (under the SEBI (ICDR) Amendment Regulations, 2025) needs EBITDA of at least ₹1 crore in 2 of the last 3 financial years, faces 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 a floor of 200 allottees — while a growth-stage technology company that cannot clear the mainboard profitability bar can still list through the QIB route. Two 2026 changes matter as well: the SEBI (ICDR) Amendment Regulations, 2026 and NSE’s revised Emerge eligibility computation, both covered in Section 6. Below is the full picture — eligibility by route, what makes Chennai’s issuer base distinctive, the path 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 finished before the BRLM can move: eligibility testing, restated financials, DCF and ESOP valuations, GST and income-tax clean-up, governance build-out and coordination across intermediaries, for companies based in Chennai and across Tamil Nadu.
1. What Does an IPO Consultant in Chennai Do?
Going public is a trade: the company gets growth capital, liquidity for existing shareholders and a platform for repeat fundraising, and in exchange its books, governance, related-party dealings, tax history and litigation go in front of regulators and the investing public. An IPO consultant’s job is to get the company through that exposure cleanly and to keep the transaction on schedule once it starts. In practice, that breaks down into five overlapping workstreams:
- Testing eligibility against every route — Regulation 6 of SEBI ICDR for the mainboard (profitability route or the QIB route for growth-stage companies), and Chapter IX together with the BSE SME and NSE Emerge criteria for the SME platforms, all run on restated figures rather than the company’s existing books.
- Closing readiness gaps across capital structure, related-party dealings, tax and GST exposure, litigation, controls and governance, with a written plan showing who owns each fix and by when.
- Producing restated financial statements for 3 years plus any required stub period, in offer-document format, converted to Ind AS where the route demands it, and coordinated with a peer-reviewed statutory auditor.
- Building the valuation case — independent DCF/FCFE and comparable-company valuation to anchor pricing discussions, plus ESOP valuation where the option pool is meaningful, which is common among Chennai’s SaaS and technology issuers.
- Running intermediary coordination and post-listing support — shortlisting and briefing the SEBI-registered merchant banker, registrar, legal counsel and market maker; staying with the promoter through due diligence and any SEBI or exchange observations; and then handing over to the quarterly-results, LODR-disclosure discipline a newly listed company needs from its first quarter.
2. Chennai’s IPO Ecosystem: From the Madras Stock Exchange to a Diversified Listing Pipeline
Chennai’s link to public markets goes back further than most people assume, and its current pipeline of issuers is unusually spread across sectors rather than concentrated in one.
2.1 The Madras Stock Exchange: Chennai’s Stock-Market Heritage
Chennai has had an organised stock exchange since 1920, when the Madras Stock Exchange (MSE) was set up on Second Line Beach in George Town — the first stock exchange in South India and one of the oldest in the country. It was registered as a company limited by guarantee in 1957, computerised its trading floor in 1996 across roughly 120 broker offices citywide, and converted to a company limited by shares in November 2005. Members voted in 2014 to exit the securities business voluntarily, and SEBI’s formal exit order followed on 14 May 2015 (SEBI Press Release PR No. 132/2015), making MSE the fourteenth Indian stock exchange to exit under SEBI’s exit framework; at that point it still had close to 120 members and about 1,785 listed companies on its rolls. NSE, BSE and their SME platforms now handle all of the city’s actual listing activity, but that century of broking, auditing and promoter familiarity with public markets did not disappear with the exchange itself.
2.2 Chennai’s Recent IPOs: A Diversified Pipeline
Where many Indian cities are known for one dominant issuer category, Chennai-headquartered companies that have listed since 2023 cut across technology, manufacturing, financial services and consumer businesses:
| Company | Sector | Issue size | Listed |
|---|---|---|---|
| Avalon Technologies Ltd | Electronics manufacturing services | ₹865 crore | 18 April 2023, BSE & NSE |
| R.K. Swamy Ltd | Integrated marketing and advertising | ₹423.56 crore | 12 March 2024, BSE & NSE |
| Northern Arc Capital Ltd | NBFC / financial services | ₹777 crore | 24 September 2024, NSE & BSE |
| Lalithaa Jewellery Mart Ltd | Jewellery retail | ₹1,700 crore | 24 August 2026, BSE & NSE |
R.K. Swamy, founded in Chennai in 1973, is reported as the first integrated marketing services group in India to complete an IPO, subscribed roughly 25.8 times at a final price of ₹288. Lalithaa Jewellery Mart, a T. Nagar-headquartered retailer incorporated in 1985, raised an anchor book of ₹508.20 crore ahead of its listing and debuted around 31.8% above its ₹201 issue price. Beneath this mainboard activity, a regular flow of BSE SME and NSE Emerge issuers — companies such as Sathlokhar Synergys E&C Global, Afcom Holdings, ABS Marine Services and Jeyyam Global Foods — have raised amounts generally in the ₹70–100 crore range.
Layered on top of this is Chennai’s standing as one of India’s strongest SaaS and product-company bases. Zoho Corporation, co-founded in Chennai in 1996 by Sridhar Vembu and Tony Thomas, marked its 30th anniversary in February 2026 by reporting over one million paying customers and more than 150 million users worldwide, with 2025 year-on-year growth of 32% in customers and 20% in revenue on FY25 revenue of roughly ₹13,543 crore. Freshworks, founded in Chennai in 2010 by Girish Mathrubootham and Shan Krishnasamy, became the first Indian SaaS company to list on Nasdaq on 22 September 2021, pricing its IPO at $36 a share to raise close to $1.03 billion at a roughly $10.13 billion valuation, with the stock opening about 28% above issue price. Uniphore, founded in the city in 2008 by Umesh Sachdev and Ravi Saraogi and often called Chennai’s first AI unicorn, was valued at $2.5 billion after a $260 million Series F round in October 2025. This SaaS base is one reason growth-stage Chennai companies increasingly evaluate the QIB route described in Section 4.2 rather than waiting to clear the mainboard profitability test.
2.3 Regulators and Registries for a Chennai Issuer
| Authority | Role for a Chennai issuer |
|---|---|
| Registrar of Companies, Chennai Block No. 6, B Wing, 2nd Floor, Shastri Bhawan, 26 Haddows Road, Chennai 600034 |
Receives the Red Herring Prospectus and Prospectus of a Chennai/Tamil Nadu-registered issuer before the issue opens. (Coimbatore, Salem, Erode, Dharmapuri, Krishnagiri and the Nilgiris fall under a separate jurisdiction, ROC Coimbatore.) |
| SEBI Southern Regional Office 7th Floor, Overseas Towers, 756-L Anna Salai, Chennai 600002 |
Handles investor services and grievance redressal locally. Offer documents themselves are still processed by SEBI’s head office at Bandra Kurla Complex, Mumbai, and by the exchanges. |
| BSE and NSE, Mumbai | Both exchanges and their SME platforms sit in Mumbai, where merchant-banker, anchor-investor and roadshow meetings are usually held; Marcken Consulting LLP coordinates those alongside the BRLM while the preparatory work happens with the promoter in Chennai. |
2.4 Tamil Nadu State Support for Capital-Market Fundraising
Two state-level programmes are worth knowing about. The Tamil Nadu MSME policy runs a Scheme for Fund Raising through SME Exchange which, per state guidance published on the Tamil Nadu Single Window Portal, offers support toward SME-exchange listing costs, subject to the scheme’s prescribed cap and conditions. Separately, the state launched a revamped Startup and Innovation Policy 2023 in September 2023 — roughly 50 action points, running to 2028, pitched against Tamil Nadu’s stated ambition of a USD 1 trillion state economy by 2030, with more than 7,000 registered startups already on the books when it launched. The startup policy is ecosystem context rather than a direct IPO-cost subsidy, but it matters for how promoters think about the runway to an eventual listing.
3. Mainboard IPO vs SME IPO: Choosing the Route
Route selection is the first real decision, and it shapes everything downstream: which investors the company can access, how the issue is structured, what it costs, and which compliance regime the company lives under once listed. Our SME IPO fundraising page and five-step guide to SME listing go deeper on 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 |
It’s worth resisting the temptation to pick a route purely on the size of the issue. A company that fits comfortably within the SME platform’s ₹25 crore paid-up-capital ceiling today, but expects to outgrow it within a few years, has a real choice between listing SME now and migrating later, or holding off and going straight to the mainboard. Chapter IX of SEBI ICDR does permit migration, but each exchange sets its own migration criteria, and we confirm the current version with the exchange before recommending either path.
4. Mainboard IPO Eligibility: Regulation 6 of SEBI ICDR
The two mainboard tests both sit inside Regulation 6 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and which one applies depends almost entirely on whether the company is already profitable at scale.
4.1 Regulation 6(1): the profitability route
A company clears this test if, across each of the 3 preceding full financial years, it holds net tangible assets of at least ₹3 crore (with no more than 50% of that held in monetary assets, unless the entire issue is an offer for sale, in which case the monetary-asset cap drops away), records an average pre-tax operating profit of at least ₹15 crore with a profit in every one of those three years, and maintains net worth of at least ₹1 crore in each year. One further condition applies if the company has changed its name within the last year: at least half of the preceding full year’s revenue must trace back to the activity the new name implies.
4.2 Regulation 6(2): the QIB route for growth-stage companies
Companies that cannot clear 6(1) still have a mainboard path: book-building with at least 75% of the net offer allotted to Qualified Institutional Buyers, and the entire issue refunded if that threshold isn’t met. The allocation split shifts to 75% QIB / 15% non-institutional / 10% retail, against the usual 50/15/35. Zomato and Swiggy both listed this way. It’s the practical route for a Chennai SaaS or technology company that is still investing ahead of profitability, and the readiness work for a 6(2) filing leans heavily toward unit economics, cohort-level disclosures, ESOP accounting, and a DCF built to withstand institutional scrutiny.
4.3 Exchange conditions and promoter lock-in
On top of the SEBI-level tests, both exchanges independently require post-issue paid-up capital of at least ₹10 crore and a minimum issue-price market capitalisation of ₹25 crore. Promoter lock-in works on a sliding scale: the minimum required contribution (20% of post-issue capital) is locked for 18 months, stretched to 3 years wherever the majority of fresh-issue proceeds funds capital expenditure — and since the 2025 amendment, repaying a loan that was originally taken for that same capex counts as capex for this purpose, which is common for a Chennai EMS or manufacturing capacity expansion. Promoter shares above the minimum are locked for 6 months (1 year in the capex scenario), and non-promoter pre-issue shares carry a 6-month lock-in 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 moved first, implementing the new eligibility criteria through circulars almost immediately, and SEBI followed by notifying the amended ICDR Regulations in March 2025. The full revised NSE Emerge criteria are set out in NSE 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 |
In our experience, for a Chennai EMS or manufacturing issuer that has funded a capacity expansion through term loans, the FCFE test tends to be the real decision point between the two platforms — a company can clear the EBITDA bar comfortably and still fail Emerge’s cash-flow test. We compute both from the audited balance sheet before approaching either exchange. Full criteria are published by NSE Emerge and BSE SME.
6. Regulatory Updates Every Chennai Issuer Should Track in 2026
Two changes landed in 2026 that any Chennai promoter mapping out a DRHP timeline needs to account for.
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 regulation’s “last amended on” date. Two changes matter most for issuers:
- Non-transferable-share lock-in: where a lock-in cannot be created on pre-issue capital through the usual mechanism (typically because the shares are pledged), depositories will now mark such shares “non-transferable” on the issuer’s instruction for the duration of the lock-in period — a practical fix for 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 itself, and every application form must carry a QR code and link giving access to the red herring prospectus, the abridged prospectus and the price band advertisement, replacing the earlier requirement to distribute a physical copy. The abridged prospectus has also moved to a shorter, standardised template under Schedule VI — this new template applies to mainboard IPOs and further public offers; SME issues keep their existing abridged-prospectus format, 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 used for NSE Emerge eligibility (introduced from 1 September 2024) to add “Proceeds from Issuance of Capital” — equity or preference share capital plus securities premium received in cash — as a positive input: 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 — where short-term borrowings and interest already flow through operating cash flows rather than financing activities — the “Net Borrowings” component for FCFE purposes comprises only long-term borrowings, to avoid double-counting; this is directly relevant for a Chennai NBFC issuer. The revised computation applies to every DRHP filed on NSE Emerge from 20 April 2026 onward, and fixes a real problem: growth-stage SME issuers — a number of them Chennai SaaS and technology-adjacent companies — that had raised fresh equity ahead of listing were being penalised by the old formula for doing exactly the kind of capital-raising the SME platform exists to support.
7. IPO Readiness: What Marcken Consulting LLP Puts in Place Before the DRHP
Eligibility tells you whether the company is allowed to list. Readiness tells you whether it can survive due diligence, regulatory queries and public scrutiny without surprises — and this is where most of our actual work happens.
| 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. For venture-funded SaaS and technology companies, this includes converting preference shares and settling investor-rights treatment before filing. |
| 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 a statutory auditor holding a live ICAI Peer Review certificate — we flag any required auditor change a year ahead of filing. |
| Related-party transactions | Identified, priced at arm’s length, approved and disclosed — both the BRLM’s due diligence and the SEBI LODR framework will 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 IT/SaaS companies particularly — refund and transfer-pricing exposures, run in parallel with 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 — factory, environmental and product-specific approvals matter here for Chennai’s manufacturing and EMS issuers in particular. |
| Internal controls and MIS | The month-end close, approval matrices and reporting discipline that 45-day quarterly results demand — the same discipline our Virtual CFO service in Chennai builds for growing companies well before they file. |
| 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
The path from a decision to go public to an actual listing runs through three broad phases.
Getting ready to file: we start with route selection — running the mainboard 6(1)/6(2), BSE SME and NSE Emerge numbers side by side, alongside a preliminary valuation range — then move into the readiness review and gap-closure plan from Section 7. In parallel, we help appoint the full intermediary bench: the SEBI-registered merchant banker (BRLM), legal counsel, registrar to the issue, peer-reviewed auditor, market maker for SME issues, and the advertising and printing agencies, while the 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 (followed by its 21-day public comment window) for an SME issue — and since the March 2026 ICDR amendments, a draft abridged prospectus accompanies it at this stage (Section 6.1). Mainboard issues must open within 12 months of SEBI’s observation letter. The updated RHP is then filed with the Registrar of Companies, Chennai, 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 and locked in 50% for 30 days and 50% for 90 days. Bidding stays open 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.
For a company that keeps clean records, we generally plan on 6 to 9 months from the readiness review to an SME listing, and 9 to 15 months to a mainboard listing — and it’s really the readiness review that determines whether that calendar holds.
9. How Much Does an IPO Cost for a Chennai Company?
Three separate cost layers apply, and only one of them is fixed and published: statutory exchange fees. Professional fees and the merchant banker’s own fee are both negotiated case by case.
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 |
These figures come 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 the statutory advertisements — is where most of the real cost sits, and because these are largely fixed-scope engagements, smaller issues absorb proportionately more of it. Market estimates for SME IPOs generally put total issue expenses around 7% to 10% of issue size, though the true figure for any specific issue is disclosed in its own offer document under “Objects of the Issue” and negotiated intermediary by intermediary. We scope and quote Marcken Consulting LLP’s own fee for the readiness, restatement and valuation workstream separately, so a promoter can see exactly where each rupee is going 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 Chennai and Tamil Nadu 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, and the valuation rests on restated numbers rather than the company’s existing books. Given how mixed Chennai’s issuer base is, the method that carries the most weight actually varies by sector:
- SaaS and technology companies are generally valued on EV/revenue or growth-adjusted multiples, since many are still pre-profit or reinvesting heavily — the DCF becomes the document institutional investors interrogate hardest, particularly on the QIB route, and projections that outrun historical growth need a business case that will hold up under that scrutiny.
- EMS and manufacturing businesses lean more on comparable-company multiples — P/E and EV/EBITDA against listed peers of similar scale and capital intensity — alongside a capex-aware DCF, since expansion cycles distort near-term free cash flow.
- NBFCs and financial-services issuers typically price closer to book value and return-on-equity-linked multiples than to a standalone DCF, reflecting how the sector is conventionally benchmarked.
- Net asset value remains the relevant method 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 is in place, the separate ESOP valuation that both the offer document and the auditors will require. Our note on achieving the right valuation for your IPO goes further into how the method is chosen.
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 file, which matters particularly for Chennai’s venture-funded SaaS and technology companies. Separately, Section 56(2)(x) still applies wherever shares change hands for less than fair market value and the benefit exceeds ₹50,000 — the reason pre-IPO transfers between promoters, family members and employees are backed by a valuation report. ESOP exercise carries its own tax event too: 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 handle as part of 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 note for the near future: the Income-tax Act, 2025 takes effect from 1 April 2026, with income up to 31 March 2026 still governed by the 1961 Act. As always, the specific tax outcome depends on the facts and the law as it stands on the transaction date, which is why we review this as part of the readiness stage rather than treating it as generic guidance.
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 Chennai
Marcken Consulting LLP is led by CA Murli Chandak, an IBBI-Registered Valuer for Securities or Financial Assets, and the practice is built specifically around what an IPO demands rather than general accounting work:
- Valuation depth: DCF/FCFE equity valuations, comparable-company analysis, Rule 11UA/57 NAV workings and ESOP valuations — reports that 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 Chennai specifically: valuation and readiness experience across SaaS and technology companies, electronics manufacturing and engineering businesses, and NBFC/financial-services issuers — exactly the mix behind the R.K. Swamy, Northern Arc Capital and Avalon Technologies listings referenced in Section 2.2.
- Coordination without friction: preparation happens with the promoter in Chennai; merchant-banker, anchor and roadshow meetings are coordinated in Mumbai alongside the BRLM.
What that adds up to, in practice, is a company that walks into 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 on our wider Chennai practice, see Virtual CFO services in Chennai, ESOP consulting in Chennai and GST consulting in Chennai, plus our SME IPO fundraising and IPO fundraising service pages. Companion city guides cover IPO consulting in Mumbai, IPO consulting in Ahmedabad and IPO consulting in Hyderabad, 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. What actually happened to the Madras Stock Exchange?
Founded in 1920, MSE was one of India’s earliest stock exchanges. Its members voted to exit the securities business voluntarily, and SEBI issued the formal exit order on 14 May 2015 (Press Release PR No. 132/2015), making it the fourteenth Indian exchange to exit under SEBI’s exit policy. Chennai’s listing activity today runs entirely through NSE, BSE and their SME platforms.
Q2. What does an IPO consultant in Chennai actually do?
They test eligibility, choose the route, restate the financials, build the valuation case, clear compliance gaps, and coordinate the SEBI-registered merchant banker, legal counsel and registrar. Marcken Consulting LLP runs this workstream for Chennai companies; the merchant banker separately files the DRHP and manages the issue itself.
Q3. 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 exactly why intermediary selection and briefing is part of our own engagement.
Q4. Can a loss-making Chennai SaaS or technology company still list on the mainboard?
Yes, via 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. The SME platforms instead require ₹1 crore of EBITDA in 2 of the last 3 years, so a company that clears neither test simply isn’t ready yet.
Q5. 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, including several Chennai companies, for raising fresh equity ahead of listing. It applies to DRHPs filed from that date onward.
Q6. Is BSE SME or NSE Emerge better for a Chennai manufacturing or EMS 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 settles it, which is why we run both computations before recommending a platform.
Q7. What is the SME IPO eligibility criteria in 2026?
Post-issue paid-up capital capped at ₹25 crore; EBITDA of at least ₹1 crore in 2 of the last 3 years; a 3-year track record; BSE SME additionally needs ₹1 crore net worth over 2 years and ₹3 crore net tangible assets; NSE Emerge instead needs positive net worth and positive FCFE in 2 of 3 years (under the revised April 2026 formula). Offer-for-sale is capped at 20%, GCP at the lower of 15%/₹10 crore, minimum application is 2 lots above ₹2 lakh, and at least 200 allottees are required.
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, for instance, 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. This is a particularly common workstream for Chennai’s SaaS and technology issuers, where option pools tend to run large. Marcken Consulting LLP prepares both the valuation and the disclosures.
Q12. Can a private limited company IPO directly?
It first has to convert to a public limited company under the Companies Act, 2013, rebuild its board with independent directors and the required committees, appoint a company secretary and CFO, and dematerialise 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 specifically so any necessary change is planned well ahead of the filing timeline.
Q14. When should a Chennai company actually 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 and tax regularisation all take real time, and the BRLM’s due diligence moves noticeably faster when that work is already behind the company.
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-policy terms in this guide are as published by SEBI, BSE, NSE, the Government of India and the Government of Tamil Nadu as at September 2026 and are confirmed at the date of filing. This guide is general information, not investment, legal or regulatory advice.
