Drafting and Regulatory
Centralized documentation, clean drafts, faster observation closure. We own documents and regulatory interfaces from DRHP to RHP for Main Board and SME.
[ 01/05 ] · WHAT WE DO
What We Do
Data room setup: versioned VDR with source links, audit trails and responsibility matrix for all stakeholders
Offer document drafting: DRHP sections for Business, Risk Factors, Management’s Discussion and Analysis, Corporate Governance, Financial Information per ICDR format
RHP updates after observations: SEBI observation closures, updated financials, anchor details and final disclosures
Stock exchange selection, in-principle approvals and listing agreement execution for NSE, BSE or dual listing
Due diligence certificates coordination: merchant banker, auditor statements and legal counsel certificates per ICDR requirements
Auditor statements and legal due diligence reports from independent counsel covering title, litigation, material contracts and regulatory compliance
Regulatory interface: exchange in-principle approval, SEBI observation handling, NSDL or CDSL demat readiness
Application infrastructure: ASBA or UPI compliance, coordination with SCSBs and UPI participants for mandate blocking
Operations readiness: ISIN allocation, demat account setup, escrow bank appointments, basis of allotment procedures with registrar or RTA
[ 02/05 ] · SME FOCUS
Market maker appointment and agreement documentation for NSE Emerge or BSE SME
Lot grid, trading mechanism and settlement cycle per SME exchange rules
SME disclosure requirements frequently queried by exchanges, including related-party transactions and promoter track record
Market maker information pack and post-listing liquidity coordination plan
[ 03/05 ] · DELIVERABLES
Our Deliverables
DRHP Draft
Version 0.9 with comment matrix and source citations
SEBI and Exchange Observation Tracker
With assigned owners and closure documentation
RHP Filing
Pack with statutory inserts, anchor list and final issue structure
Operations Readiness Checklist
Covering ISIN, escrow, ASBA or UPI, depository and registrar or RTA coordination
[ 04/05 ] · REQUIREMENTS
Key Requirements & Operating Framework
Inputs We Need
Audited financials per Ind-AS, legal opinions on title and compliance, facility lists, promoter and director KYC documents
Indicative Timeline
30 to 45 days from clean data room to DRHP draft, issuer dependent and subject to SEBI or exchange observations
Compliance Notes
Category-I Merchant Banker (Lead Manager) appointed. Registrar or RTA engaged. Publicity and restricted-period rules observed
[ 05/05 ] · FAQs
Answers to Common Questions
Learn about S45's IPO services, process, and what to expect
What is S45?
S45 is an AI-enabled Investment Bank helping Indian companies go public on SME and Main Board. We pair sector bankers with proprietary analytics for readiness, pricing, bookbuilding, listing, and post-IPO investor relations
What exactly do you do?
Three things end to end:
1) Source – eligibility, Demand Thesis (cohort view), teach-ins.
2) Diligence – Readiness Scan, data room, DRHP/RHP with auditors, counsel, and the Lead Manager.
3) List – price-band work, bookbuilding and allocation with Registrar/RTA, listing day and 30/90-day investor relations
Who is your merchant banking partner?
We execute IPOs with Narnolia as Category-I Merchant Banker (Lead Manager). S45 runs AI-led readiness, demand mapping, pricing support, and after-market investor relations
Which sectors do you cover?
Aerospace & Defence, Automotive, Chemicals, Consumer, Energy, Financial Services, Healthcare, Industrials, Technology, Agriculture, Education, and Hospitality. Each has bankers with India-specific operating and regulatory depth
What does the IPO process involve and how long does it take?
Pre-filing readiness → DRHP (SEBI) → RHP → pricing & bookbuilding (or fixed-price where applicable) → allotment with Registrar/RTA (ASBA/UPI) → listing (NSDL/CDSL) → post-IPO IR.
For SME, market maker coordination applies. Main Board is typically 6–12 months from engagement to listing, depending on audit readiness, SEBI observations, and market conditions. SME timelines can be as short as 2–3 months. We map a realistic calendar for your current state
How do you determine pricing and who are the key investor categories?
We build a valuation range using sector comps and cash-flow methods, then refine it with pre-IPO soundings and demand during the bookbuild. We do not guarantee a price or allocation. Indian IPOs allocate to QIBs (institutions), NIIs/HNIs (larger-ticket applicants), and Retail. Anchor investors may participate before the issue opens, per rules.
What are SEBI's core disclosure needs and what if we are not IPO-ready yet?
SEBI requires three years of audited financials, risk factors, related-party transactions, promoter details, use of proceeds, material contracts, and litigation. All SEBI observations must be addressed before the RHP. If you are not ready, we run a Readiness Scan and give a clear plan covering governance, disclosures, board independence, controls, and investor messaging. Many teams work with us 12–18 months before filing.
How does S45 charge and what about investor introductions?
A retainer for readiness and filing work plus milestone-linked fees tied to issue execution. Terms are discussed upfront and documented in the engagement letter. Investor previews are cohort-level only before mandate. Investor identities are shared after NDA or mandate, and outreach is coordinated with the Lead Manager.
Do you coordinate market makers for SME and support post-listing IR??
Yes. For eligible SME issues we shortlist market makers, align obligations, and integrate this into the post-listing liquidity plan. We also set an investor relations calendar, prepare earnings materials, target investors, and coordinate with analysts for coverage and liquidity over the first 30/90 days and beyond.
Do you guarantee timelines, pricing, or allotment?
No. Outcomes depend on SEBI review, market conditions, and investor demand. Our job is to prepare you thoroughly, map demand, and execute with discipline
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