IPO Readiness
Make your business listing-ready, end to end. Route selection, governance, controls and diligence to clear SEBI and exchange approval processes for Main Board or SME
[ 01/05 ] · WHAT WE DO
What We Do
IPO route assessment: Main Board vs NSE Emerge or BSE SME, float planning as per minimum public shareholding norms
Storyboarding and disclosure plan: equity narrative, KPI framework, risk framing, evidence mapping
Capital structure management: cap table cleanup, ESOP or ESPS, split or bonus, preference share and convertible debt conversions
Pre-IPO raise in the permitted window: QIBs, family offices, AIFs and strategics with terms, lock-ins, agreements and filings
Promoter minimum contribution calculation and sourcing plan for ICDR compliance
Financials and controls: Ind-AS restatement, segment reporting, revenue recognition, internal controls, related-party transactions
Commercial and legal diligence: contracts, IP, licenses, land title, environment and safety compliance, litigation tracker with mitigations
Board composition review for independent directors, audit committee and ICDR or LODR requirements
Regulatory liaison and coordination: SEBI and exchange scoping, registrar or RTA and depository coordination
Data room and DRHP drafting: evidence-linked VDR with Business, Risk Factors, MD&A, Corporate Governance, Financial Information
Project management: issue structure (fresh issue, offer for sale or combination), timetable, RACI matrix, weekly investment committee, risk log
[ 02/05 ] · SME FOCUS
NSE Emerge or BSE SME route assessment, eligibility, minimum public shareholding and post-listing float
Market maker shortlisting and engagement plan for liquidity support post-listing
Lot size modeling and liquidity simulations for retail accessibility
SME data room index for registrar or RTA and market maker operations
[ 03/05 ] · DELIVERABLES
Our Deliverables
Preliminary Readiness
Assessment typically within 5 business days, comprehensive report within 2 to 3 weeks
IPO Readiness Assessment
Timeline, critical milestones and resource requirements
KPI Dictionary
Evidence register linked to disclosure schedules
Cap Table Model
Promoter contribution plan and board approval packs
Diligence Report
Issue identification and disclosure schedules
[ 04/05 ] · REQUIREMENTS
Key Requirements & Operating Framework
Inputs We Need
Last 3 years audited financials, latest management accounts, key contracts, license register, cap table and shareholder agreements
Indicative Timeline
2 to 6 weeks, issuer dependent on audit completion and legal diligence readiness
Compliance Notes
SEBI ICDR and LODR requirements, disclosure controls and PIT code readiness verified
[ 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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