Engineering high-growth enterprises for India’s public markets.
Pre-IPO financial restructuring, corporate governance and transaction readiness for technology, life sciences and manufacturing companies preparing to list on BSE SME and NSE Emerge.
Led by CA Reetu Bhandari, Chartered Accountant, ICAI Membership No. 536302.
The bridge between private operations and public listing.
Merchant bankers rarely turn away good businesses. They turn away books that cannot be restated cleanly and governance that cannot withstand scrutiny.
Drawing on more than 10 years as a Chartered Accountant, we work alongside your finance team 12 to 24 months before a target listing date. We prepare three years of financial statements for restatement and examination by a peer-reviewed auditor, formalise internal financial controls, and put promoter shareholding and related-party dealings in order. The aim is simple: fewer open questions when the merchant banker, the auditor and the exchange begin their diligence.
Three areas of work
Each can be taken on its own or as a single readiness programme.
Financial restructuring and restatement readiness
Review of the last three financial years against the SEBI ICDR Regulations and the ICAI Guidance Note on Reports in Company Prospectuses, so the restatement can be completed without surprises.
- Ledger clean-up and balance confirmations
- Accounting policy alignment across all three years
- Reconciliation of GST, TDS and ROC records
Corporate governance and internal financial controls
Moving founder-led decision-making to a board-governed structure, and documenting internal financial controls over financial reporting (ICFR) that an auditor can test.
- Board and committee composition
- Related-party transaction policy and approvals
- Risk and control matrices, process notes
Merchant banker diligence support
Working as the technical point of contact between promoters and the SEBI-registered merchant banker through the due diligence questionnaire and document requests.
- Data room and document index
- Responses to diligence queries
- Co-ordination with auditors and legal counsel
Built for high-growth sectors.
Every sector brings its own diligence questions. These are the ones we prepare for most often.
- Technology and SaaS
- Capitalisation policy for software development, revenue recognition for subscriptions, cross-border tax and transfer pricing, and ESOP and convertible instrument clean-up.
- Manufacturing and industrials
- Fixed asset registers and physical verification, inventory valuation, working capital, and restructuring of borrowings to fit exchange leverage norms.
- Healthcare and life sciences
- Separating research from development expenditure, product licence and approval records, inventory expiry provisioning, and related-party supply arrangements.
Where does your company stand today?
The eligibility checker compares your figures against the current SEBI and exchange criteria for BSE SME and NSE Emerge, including the ₹1 crore EBITDA test introduced in 2025. It takes about five minutes and shows which criteria are met, which need work and which need confirming.
Insights for founders and CFOs
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Financial readiness
Five balances in private company accounts that stall an SME IPO in diligence
Promoter loans, stale receivables, unreconciled tax balances and other items merchant bankers ask about first.
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Governance
From promoter-led to board-governed: a guide for founders
What changes in the boardroom, the finance function and the cap table before a company can list.
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Sector accounting
R&D and development costs: getting capitalisation right before listing
How science and technology companies should treat research and development spend in the years they will restate.