Your Last Private Round.
Execute It
Without Mistakes.
The most consequential fundraise you will ever do. Wrong timing, wrong investor mix, wrong structure: it follows your IPO valuation for years. Here is how to get it right.
Pre-IPO Capital.
Defined.
Private equity raised 12-36 months before listing, at a discount to expected IPO price. Investors fund the revenue, profitability, and governance milestones SEBI requires for listing.
They are not underwriting your business model. They are underwriting the spread between today's private valuation and your listed market cap. Listing timeline credibility matters as much as your financials.
In India: CCPS, OCD, or secondary transactions. SEBI governs conversion and lock-in mechanics.
Timing Determines
Your Valuation.
Too early: deep-discount equity before metrics justify the valuation. Too late: fundraising under DRHP pressure with no leverage. Most successful rounds close 18-24 months before filing.
Revenue track record incomplete. Governance still being built. Steep discount. Raise a VC round first; build the metrics needed for a credible IPO thesis.
Three years of growth. EBITDA positive or on a clear path. Governance in order. Credible filing timeline, defensible valuation. You negotiate from strength.
Too close to DRHP for institutional diligence. Lock-in terms turn punitive. Compressed timeline reads as risk. SEBI disclosure rules constrain what you can share.
DRHP anchor: Filing date anchors every Pre-IPO decision. SEBI approval takes 6-12 months. Close the round before active DRHP prep begins, not alongside it.
Six Criteria That
Make or Break the Round.
Pre-IPO investors underwrite your listing, not your market or team. Six criteria determine the shortlist.
Revenue Scale & Quality
SME IPO: $12M+ revenue. Mainboard: $36M-$60M+ ARR. Recurring, diversified (no customer >20%), 3 years audited. Lumpy revenue gets penalised.
Profitability Path
Mainboard: 3 years profitability for track-record route. QIB route waives it, but EBITDA-positive or a clear 12-month path to breakeven is non-negotiable for institutional comfort.
Corporate Governance
2+ independent directors. Reputable audit firm. Clean statutory compliance. ESOP plans, related-party transactions, and promoter loans all get scrutinised. Gaps found post-investment become liabilities.
Promoter Credibility & Holding
Track record of execution. No regulatory penalties. Transparent personal finances. Plan post-IPO promoter holding above 20%; heavy dilution at this stage is a DRHP red flag.
Cap Table Clarity
Layered SAFEs, disputed shareholding, unconverted instruments: SEBI disclosure problems that kill investor confidence. Clean, documented, DRHP-ready before the raise begins.
Credible Listing Timeline
"When do you list?" needs a specific answer. Banker engagement, DRHP readiness assessment, target dates. "Sometime in 3-5 years" is not an investment thesis. A credible 18-24 month timeline with milestones is.
Four Investor Types.
One Right Mix for You.
Most active Pre-IPO category in India. Long horizons, comfort with 18-36 month lock-ins, decisions in 2-4 weeks, rarely ask for a board seat. Tradeoff: less public credibility than a marquee institutional name on the cap table.
SEBI-registered Cat II/III AIFs: the institutional backbone of Pre-IPO investing. Rigorous diligence, 6-12 weeks to close, board observer common. Their name in the DRHP signals quality to public market buyers.
Operators and entrepreneurs investing personal balance sheets. Bring sector expertise, customers, credibility. Move fast, lighter documentation, fill out rounds led by larger names. Value-add is variable: the best open doors, the worst add cap-table noise.
Late-stage PE and growth equity. Large, often controlling positions. Demand professional board, independent directors, clean audits, protective provisions. Trade-off: scale, public market experience, anchor capacity smaller players cannot match.
Pre-IPO Advisory
Built for This Stage.
SEBI disclosure constraints, DRHP timing, institutional diligence, instrument structuring. Generic advisors cannot handle it. We specialise in it.
IPO Readiness Before Outreach
24-point diagnostic before any outreach. Cap table, governance, revenue quality: we find what institutional diligence would flag, and fix it before the deal goes live.
200+ Late-Stage Investors
Family offices, AIFs, strategic HNIs, PE funds. All with known Pre-IPO mandates. Every intro warm, briefed, matched to sector and round size. No cold outreach.
Investor-Grade Materials
Information memorandum, audited financials, DRHP-adjacent disclosures, listing timeline model. Built to stand up to institutional scrutiny from day one.
DRHP Timeline Coordination
Round closes before SEBI disclosure constraints apply. Closing alongside an active DRHP process is legally and operationally messy. We prevent it.
Instrument Structuring
CCPS, OCD, PIPE, secondary. Right choice depends on cap table, investor type, SEBI requirements. We structure, negotiate, and run the legal documentation.
Weekly Pipeline Reports
Structured weekly update: where each investor stands, latest asks, next moves, decisions needing your input. No black boxes.
Four Steps to a
Closed Pre-IPO Round.
Diagnostic
& Materials
Introductions
& Structuring
Six Moves That Define
Your Pre-IPO Round.
The most consequential decisions in the 12-24 months before listing. Most are irreversible once made.
Talk to Our TeamUnconverted SAFEs, disputed shares, undocumented ESOP pools surface in diligence and kill deals. Clean it 3-6 months before the raise begins. Mid-deal cleanup signals poor governance.
Investors ask in meeting one: NSE or BSE? Mainboard or SME? DRHP timeline? No credible answer, conversation stalls. Engage a SEBI-registered banker for a preliminary listing assessment before the raise.
They don't ask "what's your valuation?" first. They ask "when do you list and at what market cap?" Specificity on the second question justifies the first. Lead with the IPO thesis: comparables, multiples, DRHP milestones. Valuation later.
Non-promoters who got shares within 2 years of the IPO: 6-month lock-in. Promoters: 18 months on 20%, 6 months on the rest. These affect instrument design and investor liquidity expectations, particularly for secondary or PIPE structures.
AIFs and PE funds want independent directors, a credible audit firm, documented board processes. Upgrade 6-12 months before the raise. Reacting mid-diligence makes the negotiation transactional and erodes trust.
Running both in parallel creates conflict. Banker valuation work for the DRHP contradicts your private negotiations, and SEBI disclosure rules constrain what you share. Correct sequence: close Pre-IPO first, then engage banker, then DRHP prep.
15+ Sectors.
Deep Network in Each.
We work with founders across every major vertical. Whatever sector you are building in, our investor network includes the funds and angels actively writing checks in it.
Don't see your sector? Tell us what you're buildingPre-IPO Questions.
Direct Answers.
Common questions from first-time Pre-IPO founders.
What revenue do I need before a Pre-IPO raise? +−
Can I raise Pre-IPO capital before engaging an IPO banker? +−
What's the difference between Pre-IPO and a PIPE transaction? +−
How long are Pre-IPO investors locked in? +−
Which instruments are used in Indian Pre-IPO rounds? +−
Do Pre-IPO investors take a board seat? +−
What if the IPO is delayed after the round closes? +−
Let's Build Your
Fundraising Engine.
Book a free 30-minute strategy call. We map your investor profile, score your readiness, and show you exactly how a GMAV engagement works for your stage. No pitch, no pressure.