IPO Readiness

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Preliminary IPO readiness assessmentSample

Sample SME IPO readiness report: IT services, Technopark Thiruvananthapuram

Sample C — XXXXX LLP · dummy data · company name masked. Thiruvananthapuram, Kerala.

Generated 23 September 2026 at 10:00 am · Rulebook version 2026.09.3 (norms as at 28 September 2026) · Prepared for Managing Director (name withheld)

47OUT OF 100

Early Stage

Assessment

The business is not yet positioned for a public issue. The focus for the next 18 months should be on profitability, formalisation and clean audited records.

Recommended route

No route yet — see the routing note below

Realistic run-up to filing

about 24 months

Section 1

Executive summary

Sample C — XXXXX LLP scores 47 out of 100 on this preliminary assessment, placing it in the "Early Stage" band. On the latest reported year the company recorded revenue of Rs 14.66 cr, operating EBITDA of Rs 78 L and profit after tax of Rs 26.6 L, on a net worth of Rs 1.67 cr.

Across the three-year track record revenue has compounded at 117.11% a year, with an EBITDA margin of 5.34% and a return on equity of 18.03% in the closing year. Leverage stands at 1.56:1 with interest cover of 2.58 times.

One issue stands between the company and a public issue today: SME operating profit test not met. This must be resolved before any other workstream matters. On the current profile the realistic run-up to a filing is around 24 months.

The strongest area of the profile is statutory, legal and financial compliance at 83.3%, and the area needing most attention is corporate governance and board readiness at 4.7%. The action plan in this report puts the critical-path work first — resolving the blockers, the corporate conversion and the capital-structure clean-up, among others — since it takes the longest and everything else waits on it.

Routing rationale

No platform's substantive tests are met on the information provided. NSE Emerge (SME platform) is the nearest target, needing work on: Operating profit test. Regulation 6(2) sets no profit or net worth test, so the mainboard QIB route is open in law, but at the current scale institutional demand for 75% of the offer is unlikely, so it is not recommended on these figures. The action plan below is built around closing those gaps.

How the headline score was arrived at

The weighted score across the six dimensions came out higher than the score shown above. It has been capped, for the reasons below, because a company cannot be described as ready on the strength of its financials alone.

  • The headline score is capped at 47 because at least one finding is a blocker: on the information given, a public issue is not possible until it is resolved.
  • Separately, no listing route’s substantive eligibility tests are met on the figures provided. Taken alone this would limit the score to 50, but the 47 ceiling above already applies.
  • Separately, corporate governance and board readiness scores only 4.7% — a dimension this weak governs the whole timetable, whatever the others look like. Taken alone this would limit the score to 55, but the 47 ceiling above already applies.
  • Separately, the company must first complete one full financial year as a company (ICDR Regulation 229(4)), so the SME draft offer document cannot be filed before about July 2028 — and a filing more than 12 months away cannot be called near ready. Taken alone this would limit the score to 64, but the 47 ceiling above already applies.
  • Separately, 2 high-severity findings would delay or derail a filing — a company cannot be described as IPO ready while any of them stands. Taken alone this would limit the score to 72, but the 47 ceiling above already applies.
  • Separately, transaction readiness scores only 34.7% — having no defined objects of the issue, no intermediaries and no equity story does not make a company unlistable, but it does mean it is not yet ready to go. Taken alone this would limit the score to 78, but the 47 ceiling above already applies.

Section 2

Issues requiring attention

Ranked by severity. A blocker prevents a public issue outright until resolved; high-severity items will delay or derail a filing; medium items must be cleared before diligence.

Blocker

SME operating profit test not met

Operating EBITDA reached Rs 1 cr in none of the last three years, against a requirement of 2. Since the 2025 amendments (ICDR Regulation 229(6)) this is a hard gate on both SME platforms, and no mainboard route is realistically open on these figures.

What to do: Build and sustain operating profit above Rs 1 crore for two of the three years preceding filing. Model the path explicitly — pricing, mix, fixed-cost absorption — and examine whether discretionary promoter remuneration, personal expenses routed through the company, or aggressive pricing are suppressing reported EBITDA; these are usually correctable in the year before filing.

High

Not yet a public limited company

Only a public limited company incorporated under the Companies Act, 2013 can make a public issue. On the SME platforms the company must then exist for one full financial year (April to March) before the draft offer document is filed (ICDR Regulation 229(4)). Not yet converted into a company. If the conversion is completed by about December 2026, the first full financial year as a company is FY 2027-28, so the earliest realistic filing is around July 2028.

What to do: Convert the firm or LLP into a company, and then a public limited company, as early as possible: a conversion that slips past 1 April pushes the first full financial year as a company, and so the SME filing, back by a year. Have the firm’s accounts for the track-record years recast to Schedule III and certified by a peer-reviewed auditor so its history counts towards the track record.

High

Profit is not converting into operating cash

Operating cash flow was positive in only 1 of the three years, despite the reported profit record.

What to do: Investigate receivable ageing, inventory build-up and the quality of revenue recognition. A persistent gap between profit and cash is the most common cause of a diligence-stage failure.

Medium

Restated financial statements not yet available

Restated financials for three years plus a stub period, signed by a peer-reviewed auditor, are a core deliverable for the offer document.

What to do: Engage a peer-reviewed auditor now. This is usually the longest single item on the critical path, at eight to twelve weeks.

Medium

Internal financial controls not documented

The statutory auditor must report on the adequacy and operating effectiveness of internal financial controls.

What to do: Document the control framework, map risks to controls, and have the controls tested well before the audit for the final track-record year.

Medium

Key management appointments outstanding

The company does not yet have a company secretary and a chief financial officer.

What to do: Make these appointments early. A listing process needs someone who owns the numbers and someone who owns the secretarial record; without them the timetable slips regardless of how good the business is.

Medium

Securities not fully dematerialised

All existing securities must be in demat form before an issue.

What to do: Obtain an ISIN and execute agreements with NSDL and CDSL through your registrar. Allow three to four weeks.

Medium

Insufficient independent directors

The board has 0 independent director(s). At least one-third of the board must be independent, and the committees cannot be staffed below two.

What to do: Identify and appoint independent directors at least two quarters before filing so that they have genuinely participated in board and committee meetings.

Medium

No woman director on the board

A woman director is a statutory requirement for a listed company.

What to do: Appoint a woman director as part of the board reconstitution exercise.

Section 3

What is working in your favour

Section 7

Indicative valuation and issue size

A framing range only, built from sector multiples applied to the latest reported year.

Basis — profit after tax

Rs 26.6 L

P/E range applied: 18x to 32x

Basis — EBITDA

Rs 78 L

EV/EBITDA range: 12x to 20x

Indicative equity value

Rs 4.79 cr – Rs 13.62 cr

Indicative issue size at 26% dilution

Rs 1.68 cr – Rs 4.79 cr

How much an IPO could raise: 25%, 30% and 40% dilution

  • 25% dilutionRs 1.6 cr – Rs 4.54 cr

    Equity value after the issue Rs 6.39 cr – Rs 18.16 cr · promoters and group 75%

  • 30% dilutionRs 2.05 cr – Rs 5.84 cr

    Equity value after the issue Rs 6.84 cr – Rs 19.46 cr · promoters and group 70%

    Promoters and their group would hold 70%, under 75%: special resolutions (such as changing the articles) would need other shareholders' votes.

  • 40% dilutionRs 3.19 cr – Rs 9.08 cr

    Equity value after the issue Rs 7.98 cr – Rs 22.7 cr · promoters and group 60%

    Promoters and their group would hold 60%, under 75%: special resolutions (such as changing the articles) would need other shareholders' votes.

This is purely an indicative figure and affects and supports a lot of other attributes.

  • Amount raised = indicative equity value before the issue × dilution ÷ (100% − dilution), with every share in the issue newly issued by the company (no offer for sale by existing shareholders). The two figures are the low and high ends of the equity value range above.
  • A company valued at up to Rs 1,600 crore after the issue must offer at least 25% of its shares to the public (Securities Contracts (Regulation) Rules 1957, rule 19(2)(b)), so 25% is the usual floor.
  • A higher dilution raises more, but leaves the promoters a smaller share, and adds to paid-up capital, which the SME platforms cap at Rs 25 crore after the issue. The cost of the issue (the last section) comes out of the amount raised.

How to read this

This is an indicative range only, derived from sector multiples applied to the latest reported year’s EBITDA from operations and profit after tax. It is not a valuation opinion. Actual pricing depends on the restated financials, forward earnings, peer comparables at the time of the issue, market conditions and the book built by your merchant banker.

Section 9

Indicative cost of the issue

Rs 60 L – Rs 1.5 cr

Indicative all-in cost including merchant banker fees, underwriting and market making, legal and due diligence, restatement and auditor fees, registrar, depository, exchange and SEBI fees, printing and marketing. Actual cost varies with issue size and complexity.

Where to go from here

This sample is built from dummy data, so there is nothing here to validate. Your own report is generated from your company's numbers, reviewed by Team Bpro before it is released, and carries the same sections you have just read. It takes about an hour to complete the assessment. If you would like to talk it through first, write to care@bpropms.com.

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Basis of preparation and limitations

Dummy data. This is a sample report. The company name is masked (XXXXX), its registration numbers and contact details are placeholders, and every figure in it is dummy data composed to show what a report contains. Nothing in it refers to any real company.

This report has been generated automatically from the information entered by the user on 23 September 2026. No verification of that information has been carried out, and no audit, review or due diligence procedures have been performed. Eligibility conclusions are tested against the rulebook version 2026.09.3, reflecting the SEBI (ICDR) Regulations and the NSE Emerge and BSE SME eligibility norms as understood at 28 September 2026. Those norms change, and the application of any norm to a particular company depends on facts that a questionnaire cannot capture.

Nothing in this report constitutes legal, accounting, tax, secretarial or investment advice, a recommendation to make a public issue, or an opinion on value. It must not be relied upon for any decision without independent verification by a SEBI-registered merchant banker, a peer-reviewed statutory auditor and legal counsel. No relationship of adviser and client arises from the generation or use of this report, and no liability is accepted for any action taken or not taken on the basis of it.

Designed and Developed by Dr.Babu Balakrishnan

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