What the prospectus does not tell you

I joined the company as its first employee in India. Eight years later I was its Group CFO and we were taking it public in London, with operations in the United States and India and several thousand people between them. I was young for the seat, and I have been asked about it often enough since that it is worth writing down properly.

What people usually want is the story of the listing day. That is the least instructive part. The instructive part is what a listing does to a company in the year before it, and what it does to the finance function permanently afterwards.

A listing is a forensic examination of your past

The prospectus is a forward-looking document assembled almost entirely out of backward- looking evidence. Every number in it has to be traceable. Every contract that matters has to be locatable. Every group entity has to have a clean explanation for why it exists and who owns it. And the standard is not "we know the answer", it is "we can show the answer to a stranger who is paid to doubt us".

This is where most companies discover the true state of their records. Not the accounts, which are usually fine, but everything underneath: the board minute nobody filed, the subsidiary formed in a hurry, the intercompany balance that has been rolling forward since before anybody present joined, the transfer pricing position taken on advice that is no longer in writing. None of it is fraudulent. All of it is friction, and it arrives at exactly the moment when you have no time.

You do not prepare for a listing. You either kept good records or you spend a year reconstructing them under deadline.

The lesson I have carried into every company since is unglamorous and I repeat it constantly: keep the corporate record as though a stranger will read it, because one day one will. It costs almost nothing to maintain and an extraordinary amount to recreate.

The second job nobody puts in the plan

A transaction of this size is a full-time job. The company is also a full-time job. Nobody removes the second one. For the better part of that year I was running the finance function, the transaction, and the anxiety of everyone else in the building who had worked out that something was happening and had begun inventing the details.

The practical consequence is that a listing is won or lost on the strength of the second tier. If your controller cannot close the books without you, you will not survive the process, because you will not be there for the close. Building people who do not need you is not a soft priority to attend to when things calm down. It is the precondition.

Two jurisdictions never agree, and the deal lives in the gap

Ours was a genuinely cross-border business, and the difficulty was never the arithmetic. It was that US tax, Indian company law and FEMA could each be satisfied on their own and still not be satisfiable together, without a structure that took weeks to design and minutes to explain badly.

I have seen more deals damaged by this than by valuation. Valuation is a negotiation; both sides expect to move. A structural incompatibility between two jurisdictions is a fact. It usually surfaces late, because it lives in the footnotes, and by then everybody is committed. Buy the specialist advice early, when it is cheap and optional, rather than late, when it is expensive and compulsory.

The morning after is when the real change starts

The thing I was least prepared for is that the listing is an opening, not a conclusion. The day before, your reporting obligation is to a board that knows you. The day after, it is to a market that does not, on a calendar you no longer control, in a format where the absence of a number is itself a statement.

The finance function has to change shape for that. Faster close, cleaner segmentation, a forecast you are willing to be held to, and a discipline about disclosure that has to become instinct because there is no time to deliberate. Companies that treat the listing as the finish line spend their first two public years being surprised. The ones that treat it as the day their reporting standard permanently rises are much calmer.

Would I do it again

Yes, and earlier. Not because of the capital, though that mattered. Because the preparation forced a level of institutional discipline on us that we would not have imposed on ourselves voluntarily, and that discipline outlasted the transaction by years.

If you are considering it, my honest advice is to run the diligence on yourself first, twelve months before you intend to speak to a bank. Ask your own team to produce the evidence a hostile reader would demand. Whatever you find is what you were going to find anyway. The only variable is whether you find it while you still have time.