IPO Certification Services — CA-Certified Documentation for Public Issues

Every company that approaches the capital markets in India must back its Draft Red Herring Prospectus (DRHP) and Red Herring Prospectus (RHP) with a stack of chartered-accountant-certified documents. These certifications are not a formality — SEBI, the stock exchanges, and merchant bankers rely on them to confirm that the numbers disclosed to investors are accurate, verifiable, and compliant with the SEBI (ICDR) Regulations, 2018. At N D Savla & Associates, our IPO Certification Services cover the full range of certificates a company needs at each stage of its listing journey — from the initial due diligence stage right through to post-listing filings.

Getting a certificate wrong, delayed, or inconsistent with the DRHP numbers is one of the most common reasons IPO timelines slip. Our certification team works alongside your merchant banker, legal counsel, and internal finance team so that every certificate is issued on time, cross-checked against the offer document, and defensible if SEBI or the exchange raises a query during the review process.

This page explains what IPO certification actually covers, who needs it, how the process works, and why companies preparing for a mainboard or SME listing choose N D Savla & Associates for this work.

What Certificates Does an IPO Actually Require?

IPO certification is the set of chartered-accountant-attested documents that verify specific financial and legal facts disclosed in an offer document. SEBI ICDR Regulations require an issuer to support several disclosures with a professional's certificate rather than a mere management statement, because these are the numbers investors use to decide whether to subscribe.

Typical certificates issued during an IPO include:

• Net worth certificate of the issuer company and, where required, of promoters and promoter group entities
• Certificate on sources and deployment of issue proceeds (utilisation of funds)
• Certificate confirming minimum promoters' contribution and lock-in compliance
• Related party transaction certification for the disclosure periods covered in the DRHP
• Certificate on pre-issue and post-issue shareholding pattern
• Statement of tax shelters (direct tax) certificate
• Working capital adequacy and capital structure certificates

Before liberalisation, capital issues in India were governed by the Controller of Capital Issues (CCI), an office that fixed the price and terms of nearly every public issue. Disclosure norms were thin, and independent certification of an issuer's financials was not a structured requirement — investors largely relied on the issuer's own prospectus with limited third-party verification.

The 1991 liberalisation reforms abolished the CCI and created the Securities and Exchange Board of India (SEBI) as an independent capital markets regulator in 1992. Pricing was freed up, but this shift also meant investors needed stronger, independently verified disclosures since the government was no longer vetting issue pricing.

Through the 1990s and 2000s, SEBI progressively tightened disclosure requirements through its Disclosure and Investor Protection (DIP) guidelines, later replaced by the ICDR Regulations in 2009 (recast in 2018). Each revision added more certificate-backed disclosures — related party transactions, promoter contribution lock-ins, and utilisation of proceeds reporting all became standard requirements over this period.

Manufacturing and Industrial Companies

Manufacturing issuers typically carry large fixed asset bases and inventories, so net worth and capital structure certificates require careful reconciliation with depreciation schedules and stock valuation records before they can be certified with confidence.

Technology and Software Services Companies

Tech issuers often have complex ESOP pools and related-party arrangements with promoter-held entities or offshore parents, so related party transaction and shareholding pattern certificates need extra scrutiny, particularly where ESOP advisory arrangements affect the pre-issue cap table.

NBFC and Financial Services Issuers

Financial services companies face additional certification needs around capital adequacy and related party lending, given the sector-specific disclosure norms that apply on top of standard ICDR requirements.

Consumer and Retail Businesses

Retail and consumer issuers with multi-entity promoter groups often need more extensive net worth aggregation work across several promoter entities before a single, defensible certificate can be issued.

Direct experience alongside merchant bankers and legal counsel on DRHP-stage certification, so certificates are drafted in a format the lead manager and SEBI expect the first time.

Cross-checked before signing. Certificates are checked against audited financials and DRHP disclosures before signing, reducing the risk of SEBI review queries and timeline delays.

Combined expertise. Across business valuation, tax, and audit means certification work is handled by the same team that understands the underlying numbers, not a disconnected sign-off desk.

Checklist-driven process. A structured process that tracks every certificate against the issue timeline, so nothing is left to the final week before filing.

Ongoing support through post-listing compliance once the certification stage is complete, so the relationship doesn't end at listing.

IPO certification works best as part of a wider IPO Advisory engagement that also covers DRHP preparation and capital structuring, so that certificates, offer document disclosures, and the underlying capital structure all stay aligned from the first draft to the final listing.