IPO Readiness & Pre-IPO Advisory

SEBI (ICDR) Regulations 2018 — Regulation 6 (main board eligibility: net tangible assets ≥ ₹3 crore in each of last 3 years; OR average pre-tax operating profit ≥ ₹15 crore in 3 of last 5 years; OR net worth ≥ ₹1 crore in each of last 3 years plus net profit in at least 1 of last 3 years; failing which, QIB route with 75% allocation), Regulation 14 (minimum promoter contribution 20% of post-issue capital; 3-year lock-in on MPC; 1-year lock-in on remaining promoter shares), Regulation 26 (DRHP filing with SEBI through SEBI-registered merchant banker), Regulation 32 (objects of issue — use of proceeds disclosure), Schedule XVI (DRHP disclosures — risk factors, management discussion), SEBI Circular on SME IPO framework (BSE SME/NSE EMERGE: post-issue paid-up capital ≤ ₹25 crore; minimum application size ₹1 lakh; compulsory market making for 3 years), Companies Act 2013 Section 62 (further issue), Section 26 (prospectus requirements), SEBI (LODR) Regulations 2015 (post-listing obligations), SEBI SAST Regulations 2011 Regulation 3(1) (open offer triggered at 25% acquisition threshold)

Our IPO Readiness & Pre-IPO Advisory service delivers end-to-end guidance for companies pursuing an initial public offering on Indian stock exchanges. The engagement begins with a rigorous eligibility assessment under the SEBI (ICDR) Regulations 2018, evaluating your company against the three main board qualification pathways — net tangible assets, pre-tax operating profit averages, and net worth thresholds — across the prescribed multi-year qualifying periods. Where direct eligibility is not met, we map the alternative QIB route and its 75% allocation requirements, ensuring the optimal listing strategy for your capital structure.

Our governance gap analysis provides a thorough examination of your current corporate governance architecture against the standards mandated by SEBI (LODR) Regulations 2015. This includes assessment of board composition, independent director qualifications under Schedule IV criteria, audit committee constitution, nomination and remuneration committee establishment, and related party transaction protocols. We identify and remediate every governance deficiency before regulatory scrutiny, ensuring your organization meets the transparency and accountability framework expected of a publicly listed entity.

DRHP preparation support encompasses comprehensive drafting of the Draft Red Herring Prospectus in compliance with Regulation 26 and Schedule XVI disclosure requirements. Our team coordinates with SEBI-registered merchant bankers to ensure precise articulation of risk factors, management discussion and analysis, objects of issue disclosures under Regulation 32, and all material financial and operational information. We manage the entire filing process through the SEBI SCORES portal, including preparation of responses to SEBI observation letters and regulatory queries.

For promoter planning, we develop detailed lock-in strategies aligned with Regulation 14 — structuring the minimum 20% promoter contribution with appropriate 3-year lock-in periods for MPC shares and 1-year lock-in for remaining promoter holdings. Our SME IPO advisory covers end-to-end structuring for BSE SME and NSE EMERGE platforms, ensuring compliance with the SEBI Circular framework including post-issue paid-up capital thresholds of ₹25 crore, minimum application sizes of ₹1 lakh, compulsory market making obligations for three years, and Companies Act 2013 provisions under Sections 26 and 62.