India’s SME IPO market is booming. In 2024 alone, over 240 SME IPOs raised approximately ₹8,700 crore, nearly double the ₹4,686 crore raised in 2023. By mid-2024, each SME stock exchange had crossed 500 listings. For instance, the NSE EMERGE platform listed 501 companies, collectively raising around ₹11,780 crore, while the BSE SME platform reached 500 listings, raising ₹6,581 crore. These milestones reflect the explosive growth of SME IPOs and the strong investor interest in India’s small-cap growth story.
As the SME IPO landscape becomes increasingly competitive, companies preparing to go public rely heavily on merchant bankers and legal advisors. While top-tier full-service firms offer extensive resources, boutique law firms are emerging as preferred partners for SME issuers, offering personalised, agile, and compliance-focused guidance.
Boutique firms distinguish themselves through direct partner involvement, sectoral depth, and transparent client engagement. Their lean structures allow for faster turnaround, tailored advice, and hands-on support, qualities that are especially valuable for SMEs navigating their first public listing.
A recent analysis by Financial Express highlights how niche firms are redefining legal service delivery. Unlike large multi-practice firms, boutique teams revive a deeply personal client-attorney relationship built on trust and accessibility. Senior lawyers remain actively involved throughout the transaction, ensuring continuity and strategic oversight.
This isn’t to diminish the expertise of full-service firms, but rather to underscore the differentiated value boutique firms bring to SME IPOs. Their focused approach aligns well with the unique challenges of small issuers, where responsiveness, regulatory clarity, and contextual advice are paramount.
At the heart of every SME IPO lies rigorous legal compliance, primarily governed by SEBI’s Issue of Capital and Disclosure Requirements (ICDR) Regulations. While SME norms are relaxed in certain respects (e.g., financial thresholds), SEBI mandates exhaustive disclosures to protect investors.
Legal advisors, often boutique firms, play a pivotal role from the pre-IPO stage onward. Their responsibilities include:
Conducting legal due diligence on promoter group entities and material group companies
Reviewing pending litigations, statutory dues, and regulatory filings
Identifying and rectifying non-compliances in ROC records
Assessing material contracts and related-party transactions
Drafting key chapters of the Draft Red Herring Prospectus (DRHP), including Business Overview, Risk Factors, Government Approvals, and Capital Structure
Boutique firms work closely with merchant bankers to ensure disclosures meet SEBI’s expectations. Even minor oversights can delay SEBI observations or trigger adverse comments, making proactive legal involvement essential.
SMEs often lack in-house legal counsel with the specialised acumen required for SEBI compliance. Boutique law firms fill this gap by offering end-to-end support, from due diligence to listing, while coordinating with registrars, exchanges, and regulators.
India’s economic trajectory is closely tied to the formalisation of its MSMEs. Government initiatives like Startup India and Make in India are further boosting listing appetite. In this dynamic environment, boutique firms are not just surviving, they’re thriving.
Lean, adaptable, and deeply client-centric, boutique firms are redefining what it means to be a legal advisor in India’s capital markets. The SME IPO space may be smaller in scale than the mainboard, but its compliance requirements are no less rigorous. Firms that prioritise quality over quantity are uniquely positioned to guide the next generation of Indian enterprises into the public sphere.
As India’s SME capital market matures, legal advisors offering agile, specialised services will be pivotal. Boutique firms are not merely alternatives; they are transaction partners ensuring readiness, compliance, and integrity across every stage of the SME IPO lifecycle.
About the author: Richa Bhansali is a Partner at Mindspright Legal.
Disclaimer: The opinions expressed in this article are those of the author(s). The opinions presented do not necessarily reflect the views of Bar & Bench.
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