IPO

IPO advisory in India: what a chartered accountant does

An overview of what a chartered accountant contributes during IPO preparation, from DRHP support to due diligence and SEBI ICDR compliance discipline.

Navneet Jerath, FCA · Jerath & Company · New Delhi

Published: · Modified:

IPO advisory is often described in broad transaction language, but the finance-side work is highly specific. A chartered accountant helps translate the company’s historical records, reporting discipline, statutory compliance trail, and disclosure support into a form that can stand up to scrutiny from merchant bankers, legal counsel, due diligence teams, and regulators working under the SEBI ICDR Regulations.

Why a chartered accountant matters before DRHP filing

By the time a DRHP is being drafted, many of the real finance problems are already visible: unresolved related-party balances, weak reconciliations, inconsistent statutory records, disclosure gaps, and management reporting that cannot be tied cleanly to audited numbers. A chartered accountant helps identify and correct those weaknesses before they become obstacles in the drafting and diligence process.

A DRHP cannot be prepared responsibly if the underlying finance records are fragmented or unsupported.

The disclosure and diligence role

During IPO preparation, the chartered accountant supports management in organising schedules, testing balances, reviewing historical disclosures, and responding to questions raised by the merchant banker and other advisors. The objective is not merely to provide numbers, but to ensure that the numbers are defensible, traceable, and aligned with the company’s statutory and commercial records.

Mandatory audit requirements and financial reporting discipline are not optional in an IPO process; they form part of the evidentiary base on which the offering documents and due diligence exercise depend.

How this connects to the SEBI ICDR Regulations

The SEBI ICDR Regulations create a disclosure-heavy environment where finance inconsistencies quickly become transaction risk. A chartered accountant helps the company prepare for that environment by improving working papers, disclosure support, control documentation, and management explanations. That work becomes especially important where the company has grown quickly, changed systems, or has multiple entities and promoter-linked relationships.

In practice, the role is often as much about sequence and discipline as technical interpretation. Files need to be ready when asked for. Explanations have to reconcile across teams. Historical positions need to be supportable without repeated rework.

Merchant banker coordination

The merchant banker leads the issue process, but the company still has to produce reliable financial disclosure inputs. A chartered accountant can support that workstream by translating operational data into reporting schedules, clarifying finance-side positions, and helping management respond promptly to diligence queries. That reduces friction between the company and its advisor ecosystem.

Where records are weak, the transaction slows down because every disclosure point has to be rebuilt under pressure. Where the finance base is controlled, the process moves with more confidence and fewer avoidable escalations.

What companies should do early

Companies considering an IPO should begin their finance readiness work earlier than they think necessary. Reporting discipline, ledger quality, statutory consistency, internal controls, and disclosure support all take time to strengthen. The later that work begins, the more likely it is that the IPO process becomes reactive, fragmented, and expensive.

A chartered accountant adds value not only by understanding statutory requirements, but by bringing order to the factual record on which the public issue ultimately depends.

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