Harun Raaj & AssociatesHarun Raaj & Associates

Capital Markets & IPO · Step 1 of 7

1IPO Readiness›
2IPO Advisory›
3DRHP Filing›
4Listing Process›
5SEBI LODR›
6FPO›
7SM REIT
Capital Markets & Investment Banking

IPO Readiness Assessment

IPO Readiness

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Regulatory Framework

SEBI (ICDR) Regulations, 2018 set the statutory readiness benchmarks an issuer must clear before an IPO can proceed. Regulation 24 requires a Draft Red Herring Prospectus (DRHP) to be filed with SEBI and opened for a mandatory 21-day public comment period before SEBI issues its observations — readiness assessment includes confirming disclosure completeness against this filing standard. Regulation 25 caps the validity of the resulting prospectus (RHP) at 12 months from SEBI's observations, meaning issue timing must be planned within this window once the DRHP clears. Regulation 27(3) read with Regulation 46 further requires securing in-principle approval from the concerned stock exchange(s), within the prescribed period, before listing — a readiness assessment therefore verifies exchange-eligibility criteria are met ahead of DRHP filing, since retrofitting eligibility gaps after filing risks breaching the Regulation 25 validity window. These three linked provisions — Regulation 24 filing/comment period, Regulation 25 validity, and Regulation 27(3)/46 exchange approval — form the statutory backbone against which IPO readiness is assessed.

Overview

IPO readiness assessment is the diagnosis of whether a company can go public — tested against the eligibility conditions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018, the listing conditions of the stock exchanges, and the operational readiness of the company itself: the financials and the restatements, the governance and the board composition, the internal controls and the audit, the legal and the regulatory compliance, and the management bandwidth. The assessment answers the question the company must answer years before the filing: what stands between this business and the public market, and what does it cost to fix.

The IPO readiness is not a document; it is a state the company must reach. The ICDR Regulations test the track record of the profitability or the operating conditions, the exchanges test the governance and the compliance, and the market tests the story. The gap between the company's current state and the listed state is the IPO's work plan — and the earlier the gap is known, the cheaper it is to close.

The cost of an unassessed readiness is the year of surprises: the financial restatement that takes longer than the plan, the governance gaps that the SEBI flags, the compliance backlog that the due diligence exposes — each discovered in the process, where the time and the money are the most expensive.

This service is for companies considering an IPO in the next one to three years. We assess the company against the ICDR Regulations 2018 and the exchange conditions, test the financials, the governance, the controls and the compliance, identify the gaps and the costs of closing them, and produce the readiness roadmap — the work plan, the timeline and the priorities — so the IPO process starts from a position of knowing.

How It Works

  1. 1

    Eligibility & Conditions Review

    We test the company against the ICDR and the exchange eligibility conditions.

    Harun Raaj & Associates does this1 week
  2. 2

    Financial & Controls Assessment

    We assess the financials, the restatement needs and the internal controls.

    Harun Raaj & Associates does this2-4 weeks
  3. 3

    Governance & Compliance Review

    We review the governance, the board and the legal-regulatory compliance.

    Harun Raaj & Associates does this1-2 weeks
  4. 4

    Gap & Cost Identification

    We identify the gaps and the cost of closing each one.

    Harun Raaj & Associates does this1 week
  5. 5

    Readiness Roadmap

    We produce the readiness roadmap with the timeline and the priorities.

    Harun Raaj & Associates does this1 week

Frequently Asked Questions

Which SEBI regulations govern an SME IPO versus a mainboard IPO?
Mainboard IPOs are governed by SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR). SME IPOs fall under Chapter IX of ICDR 2018 (Regulations 229-282). The key eligibility threshold is a post-issue paid-up capital of up to Rs 25 crore for SME and above Rs 10 crore for mainboard. Financial statements in the DRHP must comply with SEBI Circular SEBI/HO/CFD/DIL1/CIR/P/2019/83 on restated financials for the preceding three full years.
What financial statements and audit requirements must be met before filing the DRHP?
SEBI ICDR Regulation 26 requires audited financial statements for the last three financial years, restated to comply with Ind AS or AS as applicable, and limited review financials for stub periods. The statutory auditor must issue a report under the Companies (Auditor's Report) Order, 2020 (CARO 2020) for each year. Internal financial controls under Section 143(3)(i) of the Companies Act, 2013 must be reported upon. Any qualifications in prior audit reports must be resolved or disclosed.
What are the related-party transaction disclosure obligations for an IPO-bound company?
Section 188 of the Companies Act, 2013 requires board and shareholder approval for material related-party transactions (RPTs). SEBI ICDR Regulation 32 and Schedule VIII mandate disclosure of all RPTs in the DRHP, including arm-length confirmation under Accounting Standard Ind AS 24. Post-listing, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) Regulation 23 requires audit committee approval for all future RPTs above the materiality threshold (2% of annual consolidated turnover or Rs 1,000 crore, whichever is lower).
Does Section 56(2)(viib) angel tax apply to pre-IPO rounds after April 1, 2025?
No. Section 56(2)(viib) of the Income-tax Act, 1961 — which taxed share premium received by a closely-held company above fair market value — was abolished with effect from April 1, 2025 (Tax Year 2025-26 onwards) by the Finance Act, 2025. Pre-IPO ESOP exercises and secondary transactions are therefore not subject to angel tax. However, ESOP perquisites remain taxable in the hands of employees under Section 17(2) of ITA 1961 (or Section 17(2) under ITA 2025 for TY 2026-27 onwards), and the company must deduct TDS under Section 192.
What ongoing compliance obligations arise immediately after listing on NSE Emerge or BSE SME?
Post-listing obligations are governed by SEBI LODR Regulations, 2015. Key timelines: quarterly financial results within 60 days of quarter end (Regulation 33); annual report within 21 working days of AGM (Regulation 34); appointment of a compliance officer under Regulation 6; continuous disclosure of material events under Regulation 30 within 24 hours. SME-listed companies must also maintain a market-making agreement under SEBI Circular CIR/MRD/DSA/31/2012 for three years post-listing.

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