An SME IPO is won in the twelve to twenty-four months before the filing, not in the filing itself. We prepare the company — eligibility, restated books, governance, cap table, diligence room — and coordinate your merchant banker from your side of the table. We work for the company and its promoters, never for the issue.
An SME IPO is a first-time public issue by a smaller company, listed on BSE SME or NSE Emerge under Chapter IX of SEBI's ICDR Regulations. The issue itself — the prospectus, the marketing, the listing — is a few months of intense activity. But everything the market prices, the exchange questions, and the banker diligences is determined long before: in the books, the governance, the cap table, and the discipline of the company walking in.
Issuer-side readiness is the work of becoming the kind of company the public market wants to fund — before you ask it for money. It means restated financials that survive interrogation, a board that functions rather than merely exists, related-party transactions that can be disclosed with a straight face, and a capital structure the draft prospectus can describe without footnotes apologising for it. None of this is glamorous. All of it is what separates the issues that list well from the ones that struggle.
Our position in this is deliberate: we are not your merchant banker and we don't want to be. The banker runs the issue — that is their job. Our job is everything before that conversation, and everything the banker assumes is already done. Because we are independent of the issue, our advice has no conflict. If you are not ready, we will tell you that, with a dated plan to get ready. A banker paid on listing cannot always say that.
You need this if you are a profitable, growing company — typically ₹20 to 200 crore in revenue — with a concrete use for ₹20 to 100 crore of growth capital, and you are twelve to twenty-four months from wanting to file. The earlier you start, the more of the timeline you control. Companies that begin "a few months before filing" are the ones whose timelines slip by a year.
You especially need this if your books have grown organically rather than deliberately — related-party arrangements that made sense privately, revenue recognition that wouldn't survive a diligence read, a cap table with history in it. That describes most successful SMEs we meet. It is not a disqualification; it is the starting point. The entire readiness process exists for exactly this situation.
You don't need this if what you want is rescue capital, or if the goal is the photograph on listing day rather than running a listed company afterwards. We will tell you that in the first conversation — the scorecard is designed to give an honest no-go, not to manufacture mandates.
We test the company against the BSE SME and NSE Emerge criteria — post-issue capital, the EBITDA profit test, net worth, leverage, track record, demat holding — and map every gap red, amber, green. You get a written go or no-go, the platform recommendation with reasons, and a twelve, eighteen, or twenty-four month read. This is a diagnostic, not a sales document.
Three years of financials reconstructed so they survive a banker's diligence and the exchange's observations: revenue recognition that holds, related parties identified and priced at arm's length, provisions that are adequate, contingent liabilities disclosed. Restatement is where most timelines are won or lost, and it cannot be hurried — which is why it starts first.
Board composition to listed standard, audit and nomination-remuneration committees with real charters, independent directors who are independent in fact, KMP appointments, and the full policy stack — related-party transactions, whistle-blower, insider trading code. Diligence reads minutes, not just policies; we build both.
Every transfer reconciled against the registers, disputes settled as negotiations rather than crises, 100% of promoter holding into demat, lock-in planning, ESOP pool sized against post-issue capital, and the pre-IPO placement decision taken deliberately. A clean cap table gets priced on merit; a messy one gets priced as risk.
A data room organised the way a buyer's lawyers want to see it — corporate records, material contracts with change-of-control flags, litigation summaries, tax positions — with every awkward item disclosed in our words before anyone asks. Diligence findings you volunteer are items; findings they discover are problems.
We shortlist and negotiate with SEBI-registered merchant bankers suited to your size and sector — fit over fame — then own the calendar from your side: DRHP inputs, exchange observation responses, timelines. The banker runs the issue; we make sure your side never becomes the bottleneck.
Twelve to twenty-four months from a standing start, depending on how much restatement and governance work the books need. The diagnostic itself takes two to four weeks. Restatement is typically four to six months; governance two to three; the DRHP-to-listing stretch four to six months once a banker is appointed.
On fees: readiness is scoped in fixed-fee phases, each with defined deliverables — diagnosis, restatement, governance, diligence room, banker coordination. You always know what the next phase costs before it starts, and you can stop between phases. The issue itself — banker fees, legal, exchange charges — is a separate budget, typically a low-single-digit percentage of the amount raised. The most expensive economy in this entire exercise is underfunding preparation: a withdrawn issue costs nearly as much as a completed one.
The most expensive sequencing error in the process. The banker discovers in diligence what a scorecard would have found in week two, the timetable slips by quarters, and you are paying a retainer while the company scrambles to fix books that should have been fixed before the first banker meeting.
SEBI's December 2024 amendment requires operating profit of ₹1 crore in two of the last three years. Companies that assume they qualify on turnover or vibes discover otherwise six months in. Test early, in writing.
Policies nobody follows, independent directors who aren't independent, committee meetings that exist only in minutes. Diligence reads the substance — attendance, deliberation, filing history — and theatre collapses under that reading while poisoning everything around it.
Scorecard, eligibility test, gap map, honest timeline. Two to four weeks. You know exactly where you stand before spending anything significant.
Three years of books reconstructed to IPO standard, findings remediated. Four to six months of forensic work that everything else stands on.
Board, committees, policies, KMPs; transfers reconciled, disputes settled, promoter holding into demat. Runs parallel with the back half of restatement.
The data room built and pre-answered — legal, financial, secretarial, tax — kept live and current through filing.
Banker selected and negotiated, DRHP inputs fed from prepared materials, exchange observations answered fast. Four to six months to listing.
The first year of listed life supported — half-yearly results, disclosures, board processes — until the rhythms are habit.
Twelve to twenty-four months from a standing start, depending on restatement and governance gaps. The diagnostic gives you an honest twelve, eighteen, or twenty-four month read.
No. We prepare the company and coordinate the issue; your merchant banker leads the offer itself. That independence is the point — our advice stays yours.
The online scorecard is free. The full diagnostic is a fixed-scope engagement ending with a red/amber/green remediation plan, quoted after one conversation.
If post-issue paid-up capital is ₹25 crore or less, the SME route (BSE SME / NSE Emerge) applies. Above that, it is the mainboard.
It is the most common starting point — and exactly what the restatement stage exists for. Profitability gets a company eligible; clean, restated books get it listed.
After diagnosis and well into restatement — typically 9 to 12 months before the intended filing. Appointing first and preparing second is the costliest sequencing error in the process.
Yes — pre-IPO placements are common and can strengthen the cap table. Timing and pricing need care so they don't complicate the offer pricing later.
Weak subscription, market shocks, or regulator queries that can't be answered cleanly. Most DRHP-stage failures trace back to preparation gaps, not market conditions.
Yes — the minimum promoter contribution (20% of post-issue capital) is locked in for 18 months on the mainboard, with phased lock-ins for the rest. Plan your liquidity around this.
Independent director ratios, audit and nomination committees, and the disclosures each requires. Governance isn't decoration — the exchanges actually check.
Talk to a partner about your situation — no pitch, no obligation. If we're not the right firm for it, we'll tell you that too.
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