How IPO legal fees are structured
According to Yash J Ashar, Senior Partner at Cyril Amarchand Mangaldas (CAM), law firm billing in capital markets follows a lump-sum model tied to specific milestones rather than issue size. “Some sectors, such as real estate and infrastructure, require more extensive work, while new-age technology companies involve flatter hierarchies and more participatory decision-making,” he explained in an interview.
Market practice has created baseline fee thresholds that hold across most IPOs, regardless of scale. However, exceptional cases such as Swiggy’s mega issue demonstrated how regulatory innovation and precedent-setting listings can command outsized fees.
Big-ticket IPOs and high legal fees
Swiggy’s ₹11,327 crore IPO was the standout of FY 2024–25, drawing fees of ₹207.09 million (₹20.7 crore or $2.3 million). The size of the mandate reflected not only Swiggy’s market position but also its significance as the first successful listing under SEBI’s confidential filing framework.
Other large IPOs also delivered strong billing opportunities. Hyundai’s ₹27,858 crore issue, managed legally by Shardul Amarchand Mangaldas (SAM) alongside Latham & Watkins, saw fees of ₹63.89 million. CAM earned ₹150.5 million from HDB Financial’s ₹12,500 crore listing, while JSA billed ₹23.13 million for NTPC Green Energy’s ₹10,000 crore IPO.
Medium-sized IPOs keep pace
In the medium bracket of ₹1,000–5,000 crore, fees remained high relative to deal size. FirstCry’s ₹4,194 crore issue (advised by SAM and Sidley Austin) resulted in fees of ₹153.04 million, representing about 0.36% of the issue size. Anthem Biosciences, advised by Trilegal, paid ₹97.96 million for its ₹3,395 crore IPO. Khaitan & Co, meanwhile, billed ₹64.5 million for representing Vikram Solar in its ₹2,100 crore issue.
The data highlights that while smaller than mega issues, medium IPOs can command fees proportional to regulatory work and disclosure complexity.
Market dominance of top firms
The IPO legal advisory market continues to be concentrated. Five major firms — Trilegal, CAM, SAM, Khaitan & Co, and JSA — accounted for around 56% of all IPO mandates in FY 2024–25. Within this group, Trilegal, CAM, and SAM alone represented approximately 44% of mandates.
Boutique law firms, however, remained relevant in IPOs under ₹500 crore, where leaner requirements and tighter budgets create space for smaller players to compete.
Foreign law firms such as Hogan Lovells, Sidley Austin, Latham & Watkins, Linklaters, and White & Case also featured prominently, particularly in deals with cross-border elements or global investor participation.
Why these numbers matter
For issuers, legal fees are not merely an expense but a measure of transaction complexity. Regulatory frameworks like SEBI’s disclosure norms and confidential filing route demand rigorous compliance. For law firms, IPO mandates remain among the most prestigious assignments, combining visibility, financial reward, and long-term client relationships.
As India’s capital markets expand, legal advisory costs are expected to rise further. The FY 2024–25 data underlines how law firms are positioning themselves at the center of India’s fundraising ecosystem.
