Practices · Capital Markets & Securities

Capital Markets Counsel, From IPO Readiness to Post-Listing Discipline

LawCrust runs the legal side of raising capital from the markets: IPO and SME IPO readiness, DRHP and offer-document work, QIPs, rights issues, preferential allotments, NCD and debt programmes, AIF and VCF structuring including GIFT City, and the SEBI continuous-disclosure regime that starts the day you list. We serve the issuers the large-cap firms are not built for: mid-market and first-time issuers, SME listings, fund sponsors, family offices, and merchant bankers needing scalable co-counsel. One desk from readiness to listing to every quarter after.

Book a Capital Markets Scoping Call How we engage Delivered via Counsel ALSP

Scope of Work

What We Deliver Under Capital Markets & Securities.

The named, recurring work an enterprise client engages us for in this practice. Adjacent matters are common, scoped on the call.

IPO and listing readiness: pre-IPO restructuring, cap-table and share-history reconciliation, RPT clean-up, ESOP-pool design, and governance build-out, 12-24 months before filing
Offer documents and issue execution: DRHP/RHP/prospectus drafting support, verification and backup-document management, SEBI observation responses, and T+3 listing-timeline management
SME IPO desk: BSE SME and NSE Emerge listings under the tightened framework, promoter lock-in structuring, and mainboard-migration planning
Follow-on and secondary raising: QIPs, rights issues under the ICDR regime, preferential allotments, OFS, FPOs, and buy-backs
Debt capital markets: NCD public issues and private placements, EBP compliance, debenture trust deeds, and listed-debt LODR obligations
Funds: AIF/VCF structuring across Categories I-III, GIFT City (IFSCA) funds, PPMs, contribution agreements, side letters, and co-investment frameworks
Post-listing discipline: calendarised LODR compliance, materiality and disclosure-committee frameworks, UPSI handling, insider-trading codes, and trading-window management
Cross-border and GIFT IFSC: direct listings under the operational Direct Listing Scheme, FPI/FVCI participation, and India-side execution on cross-border offerings
Regulatory response: SEBI queries, show-cause notices, settlement applications, and adjudication and SAT proceedings through panel advocates under our oversight

How we compare

The Difference Is the Operating Model, Not Just the Price.

Variable	Large-cap capital markets firms	Merchant-banker templates	The LawCrust way
Buyer fit	Built and priced for headline mega-deals.	Process paper, no issuer-side legal judgment.	Mid-market, SME, first-time issuers, and fund sponsors, at proportionate cost.
Readiness	Engaged once the deal is live.	Not covered.	Pre-IPO restructuring, RPT clean-up, and cap-table and ESOP repair, 12-24 months out.
Verification & diligence	Partner-led, high-cost.	Checklist-level.	ALSP-backed verification, backup-document management, and diligence at scale.
Post-listing	Transaction ends at listing.	Not covered.	Calendarised LODR compliance desk, disclosure-committee support, and UPSI/insider-trading frameworks.
Funds & GIFT City	Separate funds team, separately priced.	Not covered.	AIF/VCF structuring onshore and in GIFT City as part of one relationship.
Regulatory exposure	Separate enforcement team.	None.	SEBI show-cause, settlement, and adjudication response through panel advocates under our oversight.

Who it's for

The Buyer Profile.

Issuers preparing to list (mainboard and SME) 12-24 months out; listed companies on the continuous-disclosure treadmill; AIF and VCF sponsors onshore and in GIFT City; family offices and HNIs running structured investment programmes; corporates raising debt; and merchant bankers and underwriters needing scalable co-counsel.

Regulators & Frameworks

Bodies and frameworks we operate under.

SEBI (ICDR / LODR / PIT / AIF)
IFSCA (GIFT City)
RBI / FEMA
NSE / BSE / SME platforms
SAT

Issuers Preparing to List

Mainboard and SME IPO candidates 12-24 months out: readiness, restructuring, governance build-out, and DRHP preparation.
Listed Companies

LODR continuous disclosure, board and committee processes, preferential issues, QIPs, rights issues, and buy-backs.
AIF / VCF Sponsors & Fund Managers

Category I, II, and III structuring onshore and in GIFT City, contribution agreements, side letters, and ongoing SEBI/IFSCA compliance.
Family Offices & HNIs

Structured investment programmes, pre-IPO and anchor participation, and PMS/AIF investment documentation.
Corporates Raising Debt

NCD programmes, listed-debt compliance, debenture-trustee coordination, and structured paper.
Merchant Bankers & Underwriters

Scalable co-counsel for verification, diligence, and documentation where a full large-cap team is not the right cost model.

Critical areas

Where Offerings Break.

The cap table that will not reconcile

Undocumented transfers, missing share certificates, and pre-IPO share history that cannot be verified stall DRHPs and trigger observations. We reconcile it 12-24 months out, not in the filing window.

Related-party transactions never papered

RPTs without approvals, arm's-length support, or disclosure history become both a diligence problem and a post-listing LODR problem. We clean them up before the bankers find them.

Lock-in surprises at the depository

Promoter-contribution buckets, non-promoter six-month lock-in, and the 2026 pledged-share rules each operate differently between mainboard and SME. We map and implement lock-in before allotment.

Disclosure gaps that become SEBI observations

Litigation, contingent liabilities, and group-entity exposure omitted from the offer document surface as regulator queries and timeline slippage. Our verification discipline exists to prevent exactly this.

SME framework tightening

Promoter changes, financial-eligibility norms, and heightened scrutiny mean SME IPOs can no longer run on merchant-banker templates alone. We structure to the current framework.

Pre-IPO placements mistimed

Pre-IPO transactions now carry 24-hour reporting obligations and interact with pricing and lock-in. We sequence them deliberately.

The post-listing cliff

Most first-time issuers are unprepared for the LODR treadmill that starts on listing day: materiality determinations, quarterly cadences, UPSI controls, and trading windows. Our standing desk starts before the bell rings.

Fund-structure defects

Side letters that conflict with the PPM, MFN clauses granted without mapping, and GIFT City structures set up without the tax layer resolved. We paper fund documents as one coherent stack.

Engagement & retainer models

Structured, Scoped Models Instead of Open-Ended Hourly Billing.

IPO Readiness Counsel

12-24 month pre-listing preparation and restructuring.

Issue Execution Desk

DRHP-to-listing support with ALSP-backed verification.

SME IPO Desk

BSE SME and NSE Emerge, filing through migration.

Funds Desk

AIF/VCF and GIFT City structuring and compliance.

Listed-Company Compliance Desk

Calendarised LODR, UPSI, and disclosure retainer.

Debt Capital Markets Desk

NCD programmes and listed-debt compliance.

How we engage

From Scoping Call to First Deliverable.

01

Scoping call

A 45-minute conversation to understand your matter, jurisdictions, and operating cadence. Initial calls are nominal.
02

Engagement letter

Scope, fees, escalation paths, and SLAs in writing within 2-5 business days.
03

Onboarding

Secure document handover, system access, named counsel allocated.
04

Delivery & reviews

Milestones mapped to the filing and listing calendar; monthly cadence and quarterly reviews on compliance retainers.

Procurement-ready

Built to Clear Your Procurement Desk.

Committed response standard

Urgent filing and disclosure matters acknowledged within 2 hours via tech-driven intake.

Confidentiality & conflicts

Formal conflict checks before onboarding; executed NDAs/DPAs before substantive work.

Security & compliance

ISO-certified, DPDP/GDPR-aligned systems; vendor, KYC, and audit documentation available to GCs, CFOs, and procurement leads on request.

Delivery model

Readiness, drafting, and verification delivered by LawCrust; SEBI and SAT proceedings through panel advocates under our oversight, BCI-compliant; strategic capital advisory at group level through Solvencis.

Capital Markets & Securities, Frequently Asked

Questions buyers ask before engaging.

Do you advise on IPO readiness?

Yes, and it is where we prefer to start: pre-IPO restructuring, related-party-transaction clean-up, cap-table reconciliation, ESOP-pool design, DRHP/RHP drafting support, and post-listing LODR frameworks, ideally beginning 12-24 months before the intended filing.

Do you handle SME IPOs?

Yes. BSE SME and NSE Emerge listings are a dedicated desk, run to the tightened framework: eligibility, promoter lock-in, governance uplift, and migration planning to the mainboard.

Can you set up an AIF / VCF in GIFT City?

Yes. IFSCA-registered fund structuring across Categories I, II, and III, alongside onshore SEBI AIFs, with cross-border tax and treaty layering coordinated with our Tax practice.

Do you negotiate investor side letters?

Yes, both issuer-side (defending standard terms) and investor-side (negotiating MFN, information rights, and governance rights). Most engagements settle 8-15 side letters per round, mapped against the PPM so the stack stays coherent.

Can you support listed companies after the IPO?

Yes. A calendarised LODR compliance desk covering continuous disclosure, materiality frameworks, UPSI and insider-trading controls, RPT approvals, and board and committee support, coordinated with our Company Law practice.

What happens if SEBI raises queries or issues a show-cause notice?

We manage the response strategy, settlement applications, and adjudication and SAT proceedings, with representation delivered through panel advocates under our oversight in compliance with applicable regulations.

General questions on engagement, security, and procurement live on the FAQ page.

Related Practices

Buyers of Capital Markets & Securities Often Also Engage On.

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Banking & Finance

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Tax & Transfer Pricing

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Book a Capital Markets Scoping Call → inquiry@lawcrust.com