Initial Public Offer 2025 Desai Corporate

IPO- PROVISIONS, PROCEDURE& INTRICACIES
BY AMITA DESAI- COMPANY SECRETARY- 23 FEBRUARY 2025

Disclaimer
The views and opinions expressed in this presentation are my views and are
subject to my limited understanding of the subject.
For specific queries please take legal opinion.
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IPO - A Monumental Milestone
It is a transformation of an Organisation
People, Process, Practice, System & Culture
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• When a company offers its securities to the public for the first time, the process is referred to as
an initial public offering (IPO), and the company is said to ‘go public”. CS in employment plays
the most critical role in the entire process of IPO.
• Should there be no experienced in-house company secretary, the company normally retains,
amongst other professionals such as legal advisers and reporting accountants for the IPO, an
experienced or senior Company Secretary.
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What is there for a Company Secretary

However, not until recent years following the amendments to certain regulations, and in particular, the
Companies Act 2013 & SEBI (LODR) 2015 has the company secretary had to perform such a crucial role as an
independent in-house “gatekeeper”.
• Acting as a confidential sounding board to the chairman, ED, NED and ensuring that the Board is fully aware
of its responsibility
• Taking a lead role in managing any difficult inter-personal issues on the Board
• Advising the Board on potentially enhancing existing governance practices
• Acting as a primary point of contact for advice & guidance in the organization
• Acting as the “conscience keeper of the company”, ensuring Compliance with all laws, codes, and policies
• Providing an interface between the Board and senior management
• building “firewalls” in the organization for information flow and its use
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What is there for a Company Secretary

Sr No. Sector No. of IPOs
1 Capital Goods 72
2 Advertising & Media Agencies 9
3 Aerospace & Defence 13
4 Auto components & equipment 28
5 FMCG 26
6 Computer Software and consulting 26
7 Residential & Commercial Property Projects 44
8 Civil Construction 71
9 Gems , Jewellry & Watches 41
10 Logistics & Solution providers 24
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Data on Sector-wise IPO
Source: Chittorgarh

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Source: IPO Platform -
Chittorgarh

Main Board
Public Issues – 92
Raising – 177,797 Crores
Hyundai Motor India Limited
Rs. 27870.16 Crores
SME Platform
BSE SME or NSE Emerge
Public Issue -243
Raising – 9427.79 Crores
Spectrum Talent Management Ltd
Rs.105.14 Crores
Jan - Dec 2024 IPO Statistics
Source: Chittorgarh
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Jan 2025 – 21 Feb 2025 - IPO Statistics
Main Board-OFS
Public Issues – 9
Raising -15,723.37 Crores
Hexaware Technologies Limited
Rs. 8750 Crores
SME Platform
BSE SME or NSE Emerge
Public Issue - 39
Raising – 1860.29 Crores
Nukleus Office Solutions Limited
Rs.169.37 Crores.

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Mainboard IPO Boom ~ Highest Mainboard IPOs in 2 years
YoY Growth in IPOs
25,000
52,000
67,000
FY22 FY23 FY24
20
60
83
Amount
raised in crs
Notable top performers (YTD*)
~c.350% (Energy Finance)
Size - ~2150cr
~c.250% (Real Estate)
Size - ~730cr
~c.220% (IT)
Size - ~631cr
~c.200% (Manufacturing)
Size - ~592cr
FY24 Highlights
50+ IPOs
Avg return > 65%
5+ IPOs
Return > 150%
c. 30%
Avg listing gains
c. 2x
IPO count growth
20%
IPO proceeds growth
2x YoY inc.
Retail subscription
Strong investor interest in primary markets
▪ Out of the total IPO proceeds, the total expression of interest was to the tune of INR 23 Tn, meaning an oversubscription of 35.4x
▪ Out of the 75 IPOs, 18 multi-baggers delivered 100%+ returns over the issue price.
▪ Out of the 75 IPOs , 8 delivered returns more than the Nifty index
▪ Demat account surge to 18.53 Cr, 4.6 Cr new accounts added in the year 2024 (Source – Business Standard)
*As of April 2024, Source: Livemint, Angel One

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SME IPO boom ~ Highest SME IPOs in 2 years
|Source: Angel One, Chittorgarh|
YoY Growth in IPOs
958
2,333
9000
FY22 FY23 FY24
70
179
243
Amount
raised in crs
Notable top performers (YTD)*
~c.1,411% (EPC)
Size - ~42.72Cr
~c.1,010% (Energy)
Size - ~59.66Cr
~c.790% (FMCG)
Size - ~9cr
~c.620% (Aerospace)
Size - ~16.03cr
FY24 Highlights
68+ IPOs
Avg return > 100%
17+ IPOs
Return > 300%
c. 95%
Avg listing gains
c. 1.6x
IPO count growth
170%
IPO proceeds growth
c. 140x
Avg Subscription
Strong investor interest in primary markets
▪ The S&P BSE SME IPO index has generated stellar price returns of 192.95% in the past financial year at ~29.82x P/E multiple
▪ Out of the 205 IPOs, 68 multi-baggers delivered 100%+ returns over the issue price.
▪ Returns from few stocks, soaring as much as 1,400% within just a few months of their initial listing
▪ 182% increase in the number of SME IPOs as compared to the previous fiscal year
*As of April 2024

• Indian Equity Markt has seen one of the worst routs so far in 2025, with
➢Selling off by FIIs
➢Weak Corporate earnings
➢Global Trade War following US President Trump’s Tariff Policies
• 10 mainboard listings in the first two months of 2025, collectively raised
₹16,394.35 crore
• 90 DRHP’s are filed for upcoming IPOs in the SME segment
• 86 DRHP’s are filed for upcoming IPOs in the Mainboard segment.
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What is stored in 2025

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Decoding the IPO frenzy and outlook for FY25
Increased Domestic Investors participation
Retail participation surged 2x YoY,
54 IPOs subscribed >10x & 22 IPOs subscribed >50x
Share trading acc. Touched a record high of 160m
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Robust Regulatory System
SEBIs prudent approach of balancing commercial
and regulatory interest has attracted large global
investor base
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Booming Promoter confidence
Almost 50% IPOs are primary issues with theme of
funding the capex or deleveraging balance sheet
indicating strong growth aspirations
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Existing market – Favourable for listing???
Strong Economic
Growth
Environment
Increased confidence in the country's economic prospects, however selling off by Foreign Institutional Investments (FIIs).
Robust
Regulatory
Framework
Participation by
Retail Investors
SEBI's strategic move to reduce IPO listing timelines from T+6 to T+3 days and several measures to enhance transparency
Currently, only 3% of India's population invests in the market, but with rising disposable incomes, a substantial influx of capital into
the equity markets is anticipated. Demat account surged to 16.2 Crores and increasing every month.
Source: Ashika Group/ Indian Express

Corporate governance
Results into stronger corporate governance in the company 19
Valuation and transparency
Sets a clear valuation benchmark based on market demand
Diversification of ownership
Allows for a broader distribution of ownership, reducing dependence
Liquidity
Offers quick liquidity to shareholders
Enhanced visibility
Raises company’s visibility, credibility & prestige
Exit option
IPO can act as a method to provide an exit to its investors
Capital for growth
Helps company raise capital for its growth at a faster rate
Benefits to Promoters
▪ Unlocking the value of the company
▪ Retaining management control even after dilution
▪ Provides an additional tool to raise finance by
leveraging listed shares
▪ Provides an effective and tax-efficient way for
cashing out on investments by way of stake sale
Benefits of getting listed in India

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Cost
The cost of IPO may range between 15-18% of issue size
Disadvantage of getting listed in India
Compliance
Compliance increases with use of public funds for transparency
Control
Promoter to dilute minimum 25% to public

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Time-based
Compliances
Applicability of Key
Regulations
Event-based
Compliances
• Annually
• Half-yearly
• Quarterly
(Triggered by specific
events)
• The Companies Act, 2013
• SEBI (ICDR) Regulations, 2018
• SEBI Act, 1992
• SEBI (LODR) Regulations, 2015
• Securities Contracts (Regulation) Act, 1956
• The Depositories Act, 1996
• SEBI (Depositories and Participants) Regulations, 2018
• SEBI (Bankers to an Issue) Regulations, 1994
• SEBI (Credit Rating Agencies) Regulations, 1999
• SEBI (Merchant Bankers) Regulation, 1992
• SEBI (SAST) Regulations, 2011
• SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021
• SEBI (Prohibition of Insider Trading) Regulations, 2015
Categories for various Compliances

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Minimum Offer and Allotment Size
Rule 19(2)(b) – Securities Contracts Regulation Rules, 1957
Offer Size in IPO Minimum shares to be offered
to Public
Time-line to increase minimum
Public shareholding in case of IPO
Less than/equal to – Rs. 1600
Crore
Atleast 25% -
More than Rs. 1600 Crore
Less than/equal to Rs. 4000 Crore
Such % of Equity Shares –
Equivalent to Rs. 400 Crores
Increase to 25% within 3 Years of
listing
More than Rs. 4000 Crore
Less than/equal to Rs. 1 Lakh Crore
Atleast 10%
More than Rs. 1 Lakh Crore Such % of Equity Shares –
Equivalent to Rs. 5000 Crores
and Atleast 5% of each class
Increase to 10% within 2 Years of
listing and further to 25% within 5
Years of listing

Funding for growth
Stronger balance sheet Access to future capital
Brand/ Corporate image High governance Liquidity on ownership
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Objectives of a Capital Raise can vary depending on the specific situation & needs of the company
Objective of a Capital Raise

Requirement of Funds
Inorganic Growth by
Acquisition
Working Capital Repayment of Debt
Going Global
Backward / forward integration
Marketing
Product Development Infrastructure
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Retention of staff
Objectives of a Capital Raise can vary depending on the specific situation & needs of the company

Exit
Debt Equity
In India
Outside India
Banks & FIs
Public issue of
Bonds/
Debentures
ECB ADR/GDR
Rights Issue
Private Equity
Strategic M&A
Strategic M&A
Hybrid
Various forms of
Convertibles
FCCB & FCEB
Fund raising options
OFS through
IPO
IPO (SME/
Mainboard)
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Main Board SME
NSE
BSE
IPO – Fresh Equity, OFS & Mixed
NSE Emerge
BSE SME
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Direct Listing at
Gift City

Eligibility
The Company should not have
Any outstanding convertible securities or any other right that would entitle any person with any option
to receive equity shares of the issuer except
➢ O/s Options granted to employees pursuant to an ESOP scheme
➢ Fully paid-up outstanding convertible securities which are required to be converted on or before
the date of filing of the RHP (in case of book-built issues) or the prospectus (in case of fixed
price issues), as the case may be.
Change of Name -within the last one year, at least 50% of the revenue, calculated on a restated and
consolidated basis, for the preceding one full year has been earned by it from the activity indicated by
its new name.
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Eligibility– Company having SR Equity Shares
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If the Company had issued SR equity shares to its promoters/ founders, it shall be allowed to do an IPO of
only ordinary shares for listing on the Main Board subject to compliance with the provisions of ICDR :
1. The Company to be in intensive use of technology, information technology, intellectual property etc
2. The Net Worth of the SR shareholder shall not be > 1000 crore.
3. The SR shares were issued only to the promoters/ founders who hold an executive position in company;
4. The issue of SR shares is approved vide special resolution (Explanatory Statement -ICDR Regulation)
5. The SR shares have been issued prior to the filing of DRHP and held for a period of at least 3 months prior
to the filing of RHP;
6. The SR shares shall have voting rights in the ratio of a minimum of 2:1 up to a maximum of 10:1 compared
to ordinary shares and such ratio shall be in whole numbers only;
7. The SR shares shall have the same face value as the ordinary shares;
8. The Company shall have only one class of SR shares;
9. The SR shares shall be equivalent to ordinary shares in all respects, except for having superior voting
rights.

Eligibility Criteria for IPO on Mainboard and SME: (ICDR)
Criteria
Mainboard IPO (c. 10-12 months) SME IPO (c. 6-8 months)
BSE NSE BSE SME NSE Emerge
Post Issue Paid up capital
(Face value)
At least INR 10cr At Most INR 25cr
Post Issue Market Cap At least INR 25cr NA
Minimum Issue Size At least INR 10cr NA
Performance (Cash Accruals)
Average Operating Profit- Avg. INR 15cr in preceding 3 Fys
(full year) and each year, or
Undertake to allot at least 75% of its securities to QIBs
under book building process
Positive operating profit (EBITDA) in 2 out of 3 FYs
Net Worth
At least INR 1cr for 3 preceding full Fys (in each FY)
NSE- Positive (NA for Issue > INR 500cr)
At least INR 1cr for
2 preceding full FYs
Positive
Net Tangible Assets
At least INR 3cr for 3 preceding full FYs , of which not more
than 50% are held in monetary assets, if not then
commitment to invest in project /business
At least INR 3cr in preceding
full (FY)
NA
Leverage Ratio NA NA
Not more than 3:1
(relaxation to finance co.)
NA
Track Record
At least 3 years to meet
the performance criteria
At least 3 years of either
applicant seeking listing or the
promoters
Should be in operation for at
least 3 years, if not Financed
by bank/financial institution,
central/ state govt.
Promoter/promoting company
incorporated in India or
outside India should have an
experience of atleast 3 years
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Regulatory checks for Mainboard IPO
Particulars BSE Mainboard NSE Mainboard
Other
Requirements
✓ The issuing company filing an application with one
or more exchanges, designate one exchange as the
Designated Stock Exchange.
✓ The issuer should have an arrangement with a
depository to take care of dematerialization.
✓ No material regulatory or disciplinary action by a
stock exchange or regulatory authority in the past
three years against the applicant company
✓ No proceedings pending against the issuer under
Insolvency & Bankruptcy law.
✓ Company has not received a winding-up petition
from the NCLT.
Common
Requirements
(as per SEBI ICDR)
✓ No disciplinary action against the company founders/promoters/directors/selling shareholders.
✓ The promoters/directors/founders/investors/issuing company should not be barred from accessing the capital
markets
✓ The promoters/managers/founders/investors should not be affiliated with another company that is excluded
from access to capital markets
✓ The promoters/directors/founders/investors should not be defaulters.
✓ The promoters/directors/founders/investors must not be classified as fugitive offenders as defined in the
Fugitive Economic Offenders Act 2018 The promoters should individually or collectively own at least 20% of
the equity after the IPO.
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Particulars BSE SME NSE Emerge
Other
Requirements
✓ No regulatory action of suspension of trading against
the Promoter(s) or companies promoted by the
Promoters
✓ The Promoter(s) or Directors shall not be Promoter(s)
or Directors (other than Independent Directors) of
compulsory delisted companies and the applicability
of consequences of compulsory delisting is attracted or
companies that are suspended from trading on account
of non-compliance
✓ Directors should not be disqualified/ debarred by any
of the Regulatory Authority
✓ No material regulatory or disciplinary action by a
stock exchange or regulatory authority in the past
three years against the applicant Company.
✓ Issuer seeking listing shall ensure that none of the
merchant bankers involved in the IPO should
have instances of any of their IPO draft offer
documents filed with the Exchange being returned
in the past 6 months from the date of application.
Common
Requirements
✓ The applicant company has not been referred to erstwhile Board for Industrial and Financial Reconstruction
(BIFR) or no proceedings have been admitted under the Insolvency and Bankruptcy Code (IBC) against the Issuer
and Promoting Companies.
✓ The Company has not received any winding-up Petition admitted by the NCLT / Court.
Regulatory checks for SME IPO
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Stricter Norms for SME Listing
SEBI at its 208th Meeting held on 18th December 2024 made some stricter norms for SMEs and made
amendments in the SEBI (ICDR) Regulations, 2018:
1) Operating profit : Rs. 1 crore for any 2 out of 3 Previous FY at the time of filing of DRHP.
2) Offer for sale: shall not exceed 20% of the total issue size and selling shareholders cannot sell more than
50% of their holding.
3) Lock-in on promoters’ holding held in excess of minimum promoter contribution (MPC) to be released in a
phased manner i.e., lock-in for 50% after 1 year and lock-in for remaining 50% after 2 years.
4) Allocation methodology for Non-institutional Investors (“NIIs”) to be aligned with the methodology used
for NIIs in main board IPOs.
5) General Corporate Purpose (GCP) capped to 15% of the amount being raised by the issuer or Rs. 10
crores, whichever is lower.

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6) SME issues not permitted, where objects of the issue consist of Repayment of Loan from the issue proceeds to
Promoter, Promoter Group or any related party,.
7) DRHP to be made available for 21 days in the Public Domain, by making a public announcement in a newspaper
with a QR code.
8) Further Issues to be permitted without migration to the Main Board subject to the compliance of SEBI (LODR)
Regulations, 2015 as applicable to Main Board Companies.
9) Related Party Transaction (RPT) norms, as applicable to listed entities on the Main Board, to be extended to SME
listed entities. The threshold for Material RPT shall be 10% of annual consolidated turnover or Rs. 50 crore,
whichever is lower.
Stricter Norms for SME Listing

Promoter & Promoter group, Reconstitution of Board:(ICDR)
Identification of Promoter
Definition of Promoter Group: The "promoter group" includes the promoter, their immediate relatives, and certain entities where the promoter has
significant shareholding or control.
The promoter group is defined in detail in Regulation 2(1)(pp) of the SEBI ICDR Regulations.
Lock-in Requirements
Minimum Promoters’ lock-in
Pre-IPO Securities Held by Non-Promoters
Disclosure Requirements in the Offer Document filed with NSE by the Applicant, promoters/promoting companies, group companies,
companies promoted by the promoters/promoting companies.
• Any material regulatory or disciplinary action by a stock exchange or regulatory authority in the past one year.
• Provide details of the litigations, including the facts, nature of the dispute, and current status.
• The track record of the Directors, the status of criminal cases filed, or the nature of the investigation being undertaken about the alleged commission of
any offence by any of its Directors and its effect on the business of the Company.
Formation of various committees
• Board Composition (ID, ED & NED with woman director)
• Audit Committee
• Nomination & Remuneration Committee
• Risk Management Committee
• Stakeholder Relationship Committee
• CSR Committee
• The lock-in period (20% of post-issue capital) should be 18 months from the date of allotment in the IPO or FPO.
• The lock-in period for Pre-IPO shareholders other than promoters should be 6 months from the date of allotment in the IPO
• No lock-in for shares allotted by way of Employee Reservation during the IPO and shares issued under ESOP or shares issued to ESOP Trust .
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Lock-in Requirements
Mainboard SME
Minimum Promoter Contribution should be locked in for a
period 18 months from the date of allotment.
Excess promoter contribution shall be locked in for a period
of 6 months from the date of allotment in IPO
Minimum Promoter Contribution shall be locked in for a period
of 3 Years from the date of commencement of commercial
production OR date of allotment in IPO, whichever is later.
Excess Promoter Contribution -50% shall be locked in for a period
of 1 Year and the balance 50% in 2 years from the date of
allotment in the IPO
Shareholders holding shares before the IPO, other than
promoter shall be locked in for a period of 6 months from
the date of allotment.
Shareholders holding shares before the IPO, other than promoter
shall be locked in for a period of 1 year from the date of
allotment.
Exception
✓ Equity shares allotted to employees
✓ Equity shares held by an employee stock option trust.
Exception
✓ Equity shares allotted to employees.
✓ Equity shares held by an employee stock option trust.
✓ Equity shares held by VCF or AIF (C-I) or (C-II) or FVCI.
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Migration to Main Board (BSE) or (NSE)
Paid up capital
Market Capitalization
Net Worth
PAT and EBITDA
Public shareholders
More than INR 10 Crores
Not less than INR 25 Crores
✓ Positive EBITDA from operations at least in any 2 out of 3 Financial Years preceding
the application for migration.
✓ The company should have positive PAT in immediate F.Y.
At least INR 15 crores for 2 preceding Financial Years.
Listing Period The applicant should have been listed on SME platform of Exchange for atleast 3 Years.
The applicant shall have a minimum of 250 public shareholders as per the latest
shareholding pattern.
Conditions Criterion
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Approach to make Company IPO ready
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Business Review by BRLM
➢ Brief introduction of the Board of Directors, KMP & Management Team
➢ Conducting SWOT Analysis
➢ Market Share
➢ Organization Chart
➢ Key Milestones
➢ Awards / Recognitions
➢ Endeavors for growth & expansion
➢ Objective of the IPO

Intermediaries Involved in IPO Journey
Issuer
Intermediaries
Investors
• Unlisted company
• Merchant Banker/ Legal Counsel
• Syndicate Members/ Industry Research
• Underwriters/ Credit Rating Agency
• Registrar, Printer, Ad Agency
• Depositories & Stock Exchange
• Institutional Investor
• QIB and HNI
• Retail
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Parties with whom CS need to deal with for IPO process
CS
Board
Selling
Shareholders
Statutory
Auditors
Regulatory
Bodies
Intermediaries
Lenders
Banks

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✓ Expert in subject matter , understanding of accounts/ Ratios/ ESG, etc
✓ Positive attitude with effective Communication skills
✓ Attention to detail and good drafting
✓ Considerate and compassionate
✓ Patience ( prevailing market condition)
✓ Team Player and Leader
✓ Active and adaptable
✓ Openness to feedback
✓ Active listener
Skills required by CS for IPO

Pre- IPO Stages
Setting up the Processes
& MIS
Technology
Automation
Internal Control
Cultural Changes
Scalability
Approval of Investors &
Creditors
Governance Practices
Risk Management
ESG & ESOP Investor Relationship
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Due Diligence
Checklist for Due Diligence
1. Corporate Matters
2. Capital Structure
3. Object of the Issue
4. Risk Factors
5. Management Discussion & Analysis (MDA)
6. About the Company
7. Our Management
8. Promoter & Promoter Group
9. Subsidiaries
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Due Diligence
Checklist for Due Diligence
9. Government Regulations & Filing
10. Financial Indebtedness, Charges
11. Movable & Immovable properties
12. IPR
13. Litigation
14. Insurance of assets and D & O
15. Human Resources
16. Miscellaneous
AMITA DESAI & CO 45

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1. Eligibility- Reg 6 (1) or 6(2) of ICDR 2018
2. MoA & AoA (Removal of Restrictive Clauses or Special Rights, if any)
3. Conversion into a Public Company (in case the issuer is a Private Company)
4. Dematerialization of shares, Capital History, Revaluation Reserves, Bonus
5. Review of Accounting policies and related matters
6. Review of Auditor Qualifications
Amita Desai and Co., Company Secretaries
Preparatory Steps prior to Public Issue – Set Your House In Order

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7. Review of all important litigations by or against the issuer company
8. Insurance / Approvals & Licenses- Up to date
9. Compounding of any violations/ non-compliances
10. Formulation of Business Plan, Remuneration to the management
11. Delegation of work amongst team members and various intermediaries
12. Review of Profile of all Directors & KMPs- Not disqualified/ debarred/ under caution list

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13. Identification of Promoters/ Promoter Group – CA, ICDR & LODR
14. Identification of Group Companies / Material Subsidiaries
15. Identifying the status of various IPR
16. Identifying Significant Beneficial Owner (SBO)
17. Establishment of Internal Controls
18. Exemption application ( No identifiable promoter, relatives of promoters)

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19. Drafting of various Codes and Policies – around 18-20 minimum
20. Ensuring compliance with Corporate Governance – ID, Committee, ToR
21. ESOP in compliance with SEBI Regulations
22. RPT details / CSR compliances
23. Website review
24. Working of Promoters Contribution & Lock In
25. Role of each Intermediaries and EL with them

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Post Kick Start Process
Creation of VDR
(Virtual Data Room)
Populating of Data
(Section wise) in VDR
Obtain Standard
Certificates/ Consents,
NOCs from lenders .
Obtain approval of IPO
Committee/ Board /
Shareholders
Industry Report
Agreements with
Intermediaries
Restatement of
Financials as per
Ind-AS
Certificates / Deliverables
from Auditors / ICA
(must be Peer Reviewed)
Draft Red Herring
Prospectus
(DRHP)

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Standard Certificate/ Undertaking/ Consents
➢ The Issuer Company will dedicate a team to create a Virtual Data Room (VDR) and to
populate section-wise data in the VDR as per the requirements of the law firm
➢ Standard Certifications from the following:-- Prepare Deal Tracker
▪ Promoters and Promoter Group
▪ Promoter Entities
▪ Directors and Key Managerial Personnel
▪ Selling Shareholders
▪ Subsidiaries/ Associates / Joint Ventures
▪ Group Companies

Company Certificate
• About Promoters
• About KMP
• About Investor Grievances
• About Loans and advances
• About Corporate Governance
• About subsidiaries, JV
• About eligibility for public issue
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Company Undertaking & Confirmation
• Advertisement
• In relation to Stock Exchanges
Company DD Certificate
• Capital
• Promoter
• Group/ subsidiaries
• Approval and license
• Loans & Advances
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Standard Consents
▪ Lead Manager BRLMs
▪ Bankers to the Issue/ Syndicate Members
▪ Registrar to the Offer
▪ Legal Advisors/ Auditors/ ICA/ KMPs
▪ Escrow Collection Bank/ Monitoring Agency/ Share Escrow agent
No Objection Letters
▪ Creditors
▪ Lenders

Industry Report/ Grading Process
• Credit Rating Agencies
• Discuss with management
• Visit to company’s locations
• Meeting ED and ID
• Analytical Assessment Report
• Discussion with core management team
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Board / Shareholders approval
Approval of the Board & Shareholders
▪ Pre-IPO allotment
▪ Issue of shares to the Public (Fresh Issue, OFS, Hybrid)
▪ Alterations in MoA & AoA, if any
▪ Set up an IPO committee
▪ Reconstitute Board of Directors with ID/ Women Director
▪ Appoint CS & Compliance Officer
▪ Establish/reconstitute Committees and adopt their Terms of Reference
▪ Revise or adopt applicable Codes and Policies
▪ Appoint BRLM, Law Firm/s and other key intermediaries
▪ Authorize directors to execute engagement letters with the intermediaries

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Board / Shareholders approval
Approval of the Board & Shareholders
▪ Increase in Authorized Share Capital, if any
▪ Alteration of Object Clause if required
▪ Increase in powers of Board u/s 180
▪ Amendment to ESOP and / or Setting up new ESOP, if any
▪ Increase in Investment limit for NRI/ FPI
▪ Appointment of Statutory Auditors or ICA for certificates
▪ Identification of Designated and Connected Persons for PIT
▪ Approval of Materiality for disclosure in DRHP about Group Company, Litigation &
Creditors
▪ Revision in sitting fees or remuneration to ED or Non ED / ID etc

Restated financial information
SEBI (ICDR) Regulations, 2018
The financial information should be restated to ensure consistency in the presentation, disclosures,
and accounting policies for all the periods presented in line with that of the latest financial
year/Interim period.
Such restated financial statements are to be prepared based on the Schedule III of the Companies
Act, 2013 for a period of 3 years ( or if the company is not older than 3 years than the period of its
existence ) including an interim period.
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• Audited and certified by the Statutory Auditors
• Who holds a valid certificate issued by the Peer Review Board of ICAI
• Th FS should not be >6 months old
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The stub period should not end up to a date earlier than 6 months of the date of filing of the draft
offer document/ offer document.
For example, for a Company with a March year-end, if the company is filing DRHP
after 30 September , the company will be required to present financial information for the stub
period.
The financial statements for the stub period should include all those disclosures required to be
presented for annual financial statements to the extent applicable. However, the regulations
exempt the issuer company from presenting the comparatives for the stub period in the restated
financial statements
60

Ind AS Adjustments
1. Impact on Profitability
2. Impact on Net worth
3. Impact on Valuation
Ind AS financials
-enhances the credibility of the Company
- It facilitates a comparison of the company’s performance with its peers/competitors.
61

62
Auditors/ ICA Deliverables
Restated Financial Statements (IND AS) for the preceding 3 FY & stub period
1. Consent letter for naming the Auditor in the Offer Document
2. Peer Review Certificate
3. Certificate for eligibility under SEBI (ICDR), 2018
4. Statement of Possible Special Tax Benefits available to the Company,
Material Subsidiaries and Company’s Shareholders

63
5. Certificate on Corporate Governance,
6. Related Party Transactions,
7. Identification of Material Subsidiaries,
8. Litigations,
9. Loans & Advances,
10. ESOP Scheme,
11. Financial Indebtedness,
12. Group Companies,
13. Auditors Qualifications, Reservations & Adverse Remarks,
14. Policies

64
15. Capitalisation Statement
16. Certificate on basis of Offer Price
17. No material Development
18. Confirmation of acquisition and divestment
19. Outstanding due to MSME Creditors
20. Non payment of statutory Dues and contingent liabilities
21. Reservation, Qualification, and adverse remarks of Auditors
22. Change in accounting policies
23. Details of acquisition and cost of acquisition of shares
24. No material Fraud

65
25. Promoters contribution
26. Dividend
27. Share Capital built up
28. Tax litigation, if any
29. Remuneration paid to Directors and KMPs
30. Certificate on SEBI Order 2015
31. Certificate on SEBI Order 2020
32. Certificate on Rejection Criteria under the SEBI General Order(s) relating to financial
matters

66
Role of Company Secretary in Public Issue --Deliverables
1. Preliminary Due Diligence with Legal Counsel and reply to Requisition List
2. Identification of pending litigation of Promoters, Directors, KMPs, Subsidiaries, and Associates
and update MIS tracker
3. Preparing Promoter Matrix for identification of Promoters and Promoter Group
4. Organization Structure and
5. Composition of Board & its Committees

67
6. Drafting Codes & Policies for Corporate Governance / for Disclosure in DRHP:
Role of Company Secretary in Public Issue Deliverables
Vigil
Mechanism
Policy
Board
Evaluation
Policy
Policy for
materiality of
RPT
Policy for POSH
Policy on
Preservation of
Documents
ESOP
Policy on
Materiality of
Events
Policy on NRC
& Board
Diversity
Policy on Risk
Management
Materiality of
disclosures of
Group Cos,
Litigation and
Creditors
Policy on
Succession
Planning of BOD
Policy on
Familiarization
Process of IDs
CSR Policy
CoC of BOD &
Senior
Management
Dividend
Distribution
Policy
T&C of
Appointment of
IDs
Policy on Code of
Fair Disclosure
Practices of UPSI
CoC to Regulate,
Monitor &
Report trading
by Insiders

68
7. Ensuring conformity with Corporate Governance
8. Make available supporting documents in the VDR (Virtual Data Room) in co-ordination with
other departments of the Issuer Company.
9. Arrange standard Certifications / Undertaking
10. ESOP to be in compliance with SEBI (Share Based Employee Benefits & Sweat Equity)
Regulations, 2021
11. Assisting Statutory Auditor in issuing deliverables

69
12. Review of each Risk Factor ( internal and external) and discuss with Board and Management,
review DRHP and Circle Ups, review the Legal Opinion of Counsel of subsidiaries/ JV
13. Continual disclosure to all Statutory & Regulatory Authorities
14. Application for In-Principle approval of Listing with Stock Exchanges along with fees
15. Advising the Issuer Company along with other intermediaries in resolving the
comments/observations issued by SEBI on the Draft Red Herring Prospectus (Draft Offer
Document)
16. Preparing details for CFD (Corporate Finance Department) and processing fees

70
Composition of
Board of Directors
Audit Committee &
its Composition
NRC & its
composition
Stakeholders
Relationship
Committee
Risk Management
Committee
Meetings of BOD &
its Committees
RPTs & Compliance
with RPT norms
Material
Subsidiaries
Obligations w.r.t.
Independent
Directors
Obligations w.r.t.
Senior Management
Obligations w.r.t.
Promoters, Directors
& KMPs
Policies & Website
Disclosures
17. Issuance of Corporate Governance Certificate under SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 w.r.t. compliance of the following:

71
18. Assist for Road shows by Promoter and Management team with PPT, Q & A, meeting Fund
Managers and Equity Analysts
19. Filing Red Herring Prospectus with Registrar of Companies
20. List out all Material Documents to be kept ready for inspection as mentioned under DRHP
21. Filing of various Forms with RoC
22. Coordination with RTA and DP

Directors:
• Minimum 3 (three) Directors.
• The Board of Directors of the top 2000 listed entities shall comprise not less than 6 (six) Directors.
• At least 50% of the Board shall comprise of Non-Executive Directors (NEDs).
Independent Directors:
• 1/3 of the board must comprise Independent Directors (IDs) if the Chairman is non-executive and non-promoter.
• 1/2 of the board must comprise IDs if the Chairman is executive or non-executive related to the promoter.
Woman Director:
• At least one woman director.
• Top 1000 listed entities must have at least one independent woman director.
Committees:
• Constitution of the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder
Relationship Committee are mandatory requirements.
• Risk Management Committee is mandatory for the top 1000 listed entities.
Board Structure
Amita Desai and Co., Company Secretaries 72

73
Merchant Bankers
Lawyers
Statutory, Internal &
Peer-review ICA
Regulatory authorities
Practicing Company
Secretary
PR Agencies
Critical issues faced
▪ Fund requirement justification
▪ Valuation & pricing negotiations
▪ Due Diligence pain points
▪ Compliances in accordance with statutes
▪ Legal Due Diligence
▪ Preparation of Offer document
▪ MIS reconciliations
▪ Ind AS Restatement adjustments
▪ Auditor certifications along the process
▪ Pending Income Tax litigations
▪ Pending legal actions
▪ Query replies to SEBI, BSE & NSE
▪ Capital structure compliances
▪ Other compliances and set up of Corporate Governance
▪ PCS certifications including ESOP as per SEBI Regulation
Certification
▪ Marketing collaterals
▪ PR Strategy formulations and Investor meet-ups

74
Major Section of Prospectus
❖ Cover page
❖ General – Definition, abbreviation
❖ Risk factors
❖ Introduction to the Issue
❖ Particulars of the offer
❖ Information of the Company
❖ Financial Information
❖ Legal and other information
❖ Offer related information
❖ Main provisions of the AoA of the Issuer Company
❖ Material Contracts and Documents for inspection
❖ Declaration

Approach towards critical issues faced by the company
75
Promoters, shareholders, management & KMPs Approach
Work towards arriving at an ideal capital structure which is
comfortable with promoters & shareholders
Business chapters of the offer document
Carry out discussions with the management and facilitate
management in the preparation of business chapters
Board compositions and KMPs
Need to comply with the Board compositions,
identification of KMPs , Senior Management and
organization structure of the company
Extensive support and handholding
Support over all stages of pre-IPO preparation involving
compliances, diligences, offer documents, listing, etc
Capital structure pre-issue

76
Lawyers Approach
Compliance in accordance with the statutes
Ensure compliance of the company with applicable
statues and track the compliance history
Legal due diligence
Coordinate with internal teams, prepare a virtual data
room, and keep the company diligence ready.
Facilitate the company to reply to queries of the
lawyers
Preparation of offer document
Facilitate in drafting chapters of the offer document
and providing supporting documents,
Declarations & certifications
Coordination with concerned persons to keep the
declarations & certifications readys

77
Statutory& Internal Auditors Approach
Restatement adjustments
Extensively work with the company and ensure MIS
reconciliations with financial statements
50+ Auditor certifications along the process
Carrying out discussions with statutory auditors and
the management in the closure of Restatement
adjustments
Ensuring comfort of the company and auditors
towards required certifications along the IPO process
MIS Reconciliations

78
Approach
Pending income tax litigations
Advise the Company for sorting and closing income
tax demands and litigations, if any
Pending legal actions
Advise the Company on sorting and closure of
pending legal matters, if any and get updates at real-
time and keep law firms informed about the same
Requirements of SEBI, BSE & NSE
Ensure the comfort of the company and engage in
discussions with lawyers & merchant bankers
towards compliance with the requirements and
closure of queries upon vetting of the Offer
document by authorities
Regulatory authorities

79
Approach
Capital structure compliances
Ensure compliance and documentation of the capital
structure built up since incorporation
Company regular compliances
Have a safety check on the company CS or
outsourced CS for compliance and efficient execution
of necessary actions on time
Co-ordination for PCS certifications
Arranging PCS certifications in a timely manner
Practicing Company Secretary
Pending compliances, review of ESOP, Policies
Ensure all pending compliances are completed or
compounding applications have been filed, wherever
required. Ensure compliances wrt ESOP as per SEBI
Regulations, drafting of policies, composition of
Board etc

80
Approach
Marketing collaterals Build necessary collaterals like Information
memorandum, IPO note, teaser, etc
PR strategy formulations
Provide insights into market trends, investor
sentiments, competitor analysis, enabling informed
PR strategy formulation & investor meet-pitches
Investor meet-pitches
PR Agencies

81
Review all Agreements
Shareholders Agreement
Offer Agreement
For OFS- Share Escrow Agreement
Underwriting Agreement/ Syndicate Agreement
Agreement with the Stock Exchanges/ Cash escrow and sponsor bank agreement
Registrar Agreement/ Ad Agency Agreement
Agreement with Monitoring Agency

Policies
The Companies Act 2013 Listing Regulations
SEBI PIT
Regulation
CSR Policy
Vigil
Mechanism
Policy
Risk
Management
Board
Evaluation
Policy
Policy on Code of
Fair Disclosure
Practices of UPSI
Code of Conduct
to Regulate,
Monitor &
Report trading by
Insiders
Policy on
Materiality of RPT
Policy on
Preservation of
Documents
ESOP
Policy on NRC &
Board Diversity
Policy on
Materiality of
Events
Policy on
Succession
Planning of BOD
Policy on
Familiarization
Process of IDs
Dividend
Distribution
Policy
Appointment of
IDs
Policy for POSH
Others
The materiality
of disclosures of
Group Cos,
Litigation, and
Creditors
CoC of BOD &
Senior
Management

Website
• Consistent with the disclosures in the DRHP, RHP, and Prospectus;
• No financial or operating forecasts or share valuation opinions.
• Sanitization by legal counsel before making it live
83

AMITA DESAI & CO 84
Pricing of the Public Issue – Fixed Price or Book Building Process
➢ Fixed Price or
➢ Book Building Price- Range of 20% to be announced. fix a price band within which the investors
can bid. The final price is dependent on the demand for the shares, the biddings received and
the target capital to be achieved.
➢ For the bidding process, the investors have to place their bids as per the company’s quoted Lot
price, which is the minimum number of shares to be purchased. The final price of the issue is
called the Cut-off Price.
➢ Public Issue will remain open for 3-5 days, Investors can avail the opportunity of revising their
bids within this period.
➢ After completion of the bidding process, the company will determine the Cut-Off price, which is
the final price at which the issue will be sold.

AMITA DESAI & CO 85
Allotment of Shares
➢ Finalization of Public Issue price
➢ Finalization of the Basis of Allotment and number of securities to be allotted to each investor
➢ In case of over-subscription, partial allotments will be made to the investors and excess monies
will be refunded.
➢ In about 7 days’ time, the Registrar of the issue finishes and confirms allotment to successful
bidders
➢ The securities are usually allotted to the bidders within 10 working days of the last bidding date.
➢ Public Announcement

Fund raising process through IPO
Decision to go
for an IPO
Appointment of
Advisor /
Consultant
Making
company IPO-
ready
Appointment of
Merchant
Banker
Due Diligence
and Pre-IPO
preparation
Obtaining a
credit rating for
the IPO
Preparation of
Offer Document
Marketing
Strategy
Appointment of
other
Intermediaries
Filing of Offer
Document with
Exchange/SEBI
Approval of
document by
Exchange/SEBI
Issue Price &
Allocation
Inviting
subscription
from QIBs
Listing &
Market Making
Funds
transferred to
Issuer
Applicable further compliance at each stage
The ideal timeframe for
the Mainboard IPO
process is 10 to 12
months.
The ideal timeframe for
the SME IPO process is
6 to 8 months.
Only applicable to mainboard

Tentative timelines
• Appointment of Merchant Bankers and
Lawyers
• Audit of financial statements
• Restatement of last 3 financial years
(IND AS) for mainboard
• Conversion of the Company to Public
• Appointment of RTA
• Prepare an Offer document for the IPO
Ensuring all legal compliances in place and preparation of monthly
information statements to showcase the financial performance of
the business; Ensure high corporate governance
• Assessing the fundraise requirement
• Assessing whether the Company
should go for a Pre-IPO capital
structure
• Optimizing the capital structure of the
Company
• Prepare a business plan and assess
fund requirement
• Evaluating company history & past
compliances
• Finalize legal advisors and merchant
bankers for the IPO
• Dematerialization of shares
• Facilitate due diligence
(legal, technical and financial)
• Filing final Offer document
• Wait for In- principal
approval
• Manage public relations
• Audit of restatement
numbers up to the latest
quarter end.
• Appointment of Banker to
the Issue
• Update the Offer
document with latest
quarter-end audited
financial results
• Corresponding business
updates in the
Prospectus
• Roadshow and robust
marketing campaign
• IPO issue while keeping
the timing in mind
• Ensuring post-issue
compliance
No. of months
1 2 3 4 5 6 7 8 9 10 11

88
Scope of key services for IPO fundraise
(1)
Fund Requirement
Assessment
(2)
Pricing of the issue &
optimisation of the
Capital Structure
(3)
Preparation of Robust
Business Plan
(4)
Assistance in Legal
Compliances
(5)
Assistance in
Appointment of
Merchant Banker
(6)
Creation of Virtual Data
Room (VDR) and
Assistance in Due
Diligence – Legal &
Financial
(7)
Restatement of
Accounts & circle-ups
required by the Peer-
reviewed ICA
(8)
Assistance in the
Preparation of
Offer Documents &
In-principle approval
(9)
Roadshows &
Marketing
(10)
Replying to all queries
by regulatory
authorities
(11)
Investor meets
(12)
Ensuring post offer
compliances as per
SEBI guidelines
Following are the key services offered by consultants to the company in the IPO journey
Conclusion
IPO process involves a myriad of advisors & stakeholders characterized by the divergence of incentives and expectations
Misalignment of incentives can lead to an excessively costly and sub-optimal capital-raising process
First-time issuers need a trusted partner to navigate through the process of
selection, marketing, and management of the multiple advisors

Critical aspects
• Capital built up since the incorporation
• Directors appointment
• Promoter Group and relatives
• Litigation –MIS
• Email to OFS-critical if outside India, including Apostille
• Publication Guidelines
• Directors Profile
• Legal Opinion of Subsidiary, Branch, and OFS
• Maximum Disclosure of Risk Factors
• Best Coordination with Internal and External Team members
• Taking care of the Health of the Team
• Remain positive and work patiently
90

Copyright © 2024 InCorp Group Of Companies. All Right Reserved.
92
Incorp India
2016 2020 2022
2019 2021
InCorp Global
Founded in SG and
expanded through
30+ acquisitions.
India Expansion
Extended presence to
Bangalore through VKCA
acquisition.
Batgach Network
Presence in 18 Indian
cities through Batgach
Partnership.
InCorp in India
Setup India presence by
acquiring 3 leading
Mumbai-based firms.
VakilSearch.com
Acquired India’s largest
tech-platform for
compliance.
Ahmedabad
Amritsar
Bangalore
Chandigarh
Chennai
Guwahati
Hyderabad
Indore
Jaipur
Kochi
Kolkata
Mumbai
Nagpur
New Delhi
Patna
Pune
Surat
Trivandrum Portfolio Company

93
What we do
One stop shop for all Services…
We are amongst the most coveted Financial Advisory and Assurance companies in India. We believe in offering solutions to our clients while partnering them in their entire
business life-cycle. Our clients include large & mid-size corporates, SMEs and high net worth families. We pride ourselves for constantly raising our performance; doing better
tomorrow, what we did well today, so the world recognizes us for who we are. We need constantly new and elevated criteria to judge ourselves
CFO &
Outsourcing
Virtual CFO
Accounts Outsourcing
Transfer Pricing
MIS and Reporting
Debt & Equity
Syndication
Debt Restructuring
Deal Research
Transaction Advisory
PE /VC Syndication
Valuation Services
Sustainability &
ESG
Strategy
Reporting
Assurance
Compliance
Benchmarking
Recovery &
Insolvency
Resolution
Professionals
CIR Process Advisory
Forensic Audits
Plan Evaluation
Liquidation Services
Audit &
Assurance
Internal Audit
Tax Audit
ESG Audit
Process Audit
CS Audit
Compliance &
Taxation
Company Secretarial
Services
Direct Tax
Indirect Tax
M&A Advisory
GIFT City
VPOB Services

94
Our advisory service coverage
Private Equity / Venture Capital
Funding growth opportunities through private markets - buy-side and sell-side
IPO support from the start to end
Provides primary equity products including IPOs, follow-on offerings, rights issues,
block trades
Debt Advisory
Pricing, structuring and distribution of public/private debt financing
Mergers & Acquisitions (M&A) including Fast Track Mergers
Execute inorganic growth ideas and streamline existing businesses
Structured Financing
Advising on financial structures with a mix of debt and equity to unearth hidden cash
flows and securities
Stressed assets
Advising clients on legal, ownership and operational structure

95
Leadership
Manish Modi
Country Head - India
Amit Kothari
Co-founder
Inderpreet Singh Chadha
Head - Investment Banking
Jayesh Sanghrajka
Co-Founder
Amita Desai
Co-Founder
25+ Years of Experience in
M&A, IPO & Transaction
Structuring
Debt & Structured
Transactions
Investment Banking &
Transaction Advisory
Real Estate & Stressed
Asset Deals
listed, unlisted entities &
support to MNCs for
Corporate security practices

96
Team
Prateek Ratna
AVP
Bhumika Shah
AVP
Disha Sanghrajka
Manager
Sonal Jain
AVP
+ 6 Analysts

97
Highlights
50+ 500+ 3KCr+ >20%
Transactions Term Sheets Funds Raised Success Rate
25+ 10+ 100+ 70+
Team Size Sectors PE/VC Funds Connect Lenders Connect

98
This summary contains information that is confidential and is prepared exclusively for the benefit and internal use of the recipients.
This Memorandum does not carry any right of publication or disclosure to any other party. Should this Memorandum (through the act
or default of the recipient) reach other persons without our written consent, the recipient will indemnify the authors against any loss
or damage or other liabilities (including all costs) which they may suffer as a result.
In providing this Memorandum, the Company and its advisors undertake no obligation to invite the recipient to proceed with the
further investigation of the Company and its group companies, if any, nor to provide the recipient with any additional information, nor
otherwise to negotiate with or treat with the recipient in respect of those companies.
No representation, warranty or undertaking (whether express or implied) in this Memorandum nor any of its contents may be used for
any other purpose without prior written consent of the authors. The information in this Memorandum reflects prevailing conditions
and our view as of this date, all of which are, accordingly, subject to change.
The information contained herein is based on subjective analysis. Accordingly, neither the Company nor any of its employees can be
held liable for any error or misrepresentation and accordingly do not provide any assurance that the projected results will be attained
in any such information and the Company, and its employees do not accept any responsibility or liability with regard to the
Memorandum or its contents.
Contacts:
Manish Modi
Mobile + 91 98214 10011
manish.modi@incorpadvisory.in
Inderpreet Singh
Mobile + 91 9920396036
inderpreet.chadha@incorpadvisory.in
Amita Desai
Mobile +91 9820177691
amita.desai@incorpadvisory.in
Confidentiality Statement

Initial Public Offer 2025 Desai Corporate

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