FREQUENTLY ASKED QUESTIONS
Honest answers for founders, investors, bankers, and unlisted share enthusiasts.
There is no minimum revenue requirement per se, but you need positive EBITDA in at least 2 of the last 3 years, positive FCFE in at least 1 of the last 3 years, net worth of ₹1Cr, and net tangible assets of ₹1.5Cr. Many companies with ₹10–15Cr revenue have successfully listed.
Typically 6–9 months from merchant banker appointment to listing day. This includes due diligence (2 months), DRHP preparation and filing (2 months), exchange observations (1 month), roadshow and IPO (1 month), and listing. The timeline can extend if you have corporate structuring to do beforehand.
Avoid new debt in the 12–18 months before your IPO. High D/E ratios compress valuation multiples. If you need capital, pre-IPO equity is better — it strengthens your balance sheet and brings credibility. Existing debt should be repaid using IPO proceeds if possible.
Total costs range from ₹50L to ₹2Cr depending on issue size. Major costs: merchant banker fees (2–4% of issue size), legal and RTA fees (₹15–25L), advertising (₹10–25L), market maker inventory (5% of issue). Budget at least ₹75L for a ₹10Cr IPO.
Yes. We work with companies seeking pre-IPO capital and SME IPO facilitation. We charge fees to companies — never to investors. We connect you with our introduced investor network, help structure the round, and share information on IPO readiness. Contact hello@vyomcapital.in.
In a fresh issue, new shares are created and money goes to the company — used for growth capex, working capital, or debt repayment. In an OFS, existing shareholders sell their shares and money goes to them, not the company. SME IPOs typically are 100% fresh issue. SEBI restricts OFS in SME IPOs.
Yes. SEBI requires listed companies to have at least 1/3rd of the board as independent directors. For SME companies, the minimum is 2 independent directors. Appoint them at least 6–12 months before IPO so they can be mentioned in the DRHP with credibility.
20% of post-issue capital held by promoters is locked for 18 months from listing. The remaining promoter holding is locked for 6 months. After lock-in, you can sell shares subject to SEBI insider trading regulations and disclosure requirements.
Yes, if EBITDA was positive in at least 2 of the 3 years. Net loss at PAT level due to high depreciation or interest is acceptable as long as EBITDA is positive. Work with your merchant banker to present this clearly in the DRHP.
Choose based on: sector expertise (do they have listed companies in your industry?), post-listing support (do they help with investor relations?), and distribution network (which brokers sell their IPOs?). Do not choose purely on price — a cheaper MB may result in a failed IPO or poor listing.
Typically ₹5–10L per company for early-stage pre-IPO rounds. Some larger rounds require ₹25L minimum. We do not have a fixed minimum — it depends on the company and the round size. Register on our platform and we will share relevant opportunities.
Typically 12–24 months until the IPO. Post-listing, SEBI mandates a 6-month lock-in for pre-IPO investors. So total horizon is 18–30 months. Always invest money you will not need for at least 2 years.
No. We charge zero fees to investors. Our fees are charged to companies seeking capital. This is our founding principle — investor-aligned facilitation.
Grey market platforms sell shares at market-driven prices with limited company visibility. Pre-IPO investing through Vyom Capital involves direct negotiation with promoters at a structured price, with access to company financials and direct promoter interaction. We also ensure demat transfer only — no physical certificates.
Returns vary significantly. Well-chosen pre-IPO investments in companies that list successfully have historically delivered 2–5x returns over 2–3 years in India's SME market. However, there is also a real risk of capital loss if the IPO does not happen or if the listing is poor. Past returns do not guarantee future performance.
Ask for: (1) Merchant banker appointment letter (2) Audited financials for last 3 years (3) Demat transfer only — no physical certificates (4) Company registration documents. If any of these are not available, walk away. Also verify the merchant banker is SEBI-registered on the SEBI website.
Yes, but your pre-IPO shares are locked for 6 months post-listing. You can apply in the IPO separately with a different demat account. However, note that pre-IPO shares are usually allocated at a lower price than the IPO price, so your effective entry cost is lower.
Defence, solar & clean energy, IT/tech, air cargo & aviation, BESS (battery energy storage), agri-tech, and edtech. We actively seek import substitution plays and businesses with government order book visibility. We avoid commodity businesses, real estate, and over-leveraged companies.
This is the biggest risk in pre-IPO investing. If the IPO is delayed, your capital is locked with no liquidity. Always ask the company what happens in this scenario. Look for buy-back clauses or right of first refusal in your investment agreement. At Vyom Capital, we only invest in companies where we have reasonable confidence in the IPO timeline.
We do not operate a public investor sign-up. Our investor network is capped and referral-only under our onboarding process. To express interest, email referrals@vyomcapital.in with your referrer's name. If you are already onboarded, sign in at vyomcapital.in/login.
We co-originate deals, share mandates, and collaborate on pre-IPO rounds and SME IPO facilitation. If you have a client company seeking capital or planning an IPO, we can work together on the mandate. We also share deal flow with our investor network, which helps close rounds faster.
Fee sharing is structured on a case-by-case basis depending on the role each party plays. Typically, the party that originates the client relationship takes the larger share. All arrangements are documented formally. Contact us at hello@vyomcapital.in to discuss specific mandates.
No. Vyom Capital operates as a deal facilitator — we connect companies with investors and charge facilitation fees to companies. We are not a SEBI-registered Investment Adviser, AIF, or portfolio manager. All investments are made on a principal-to-principal basis by investors directly with companies.
Yes. We work with companies in our network that are approaching SME or Mainboard IPO readiness. If your firm is a SEBI-registered Category I or II Merchant Banker with a track record in SME IPOs, we can explore a referral relationship.
To evaluate a co-investment or IPO mandate: last 3 years audited financials, current year management accounts, business overview and promoter profile, proposed IPO structure (if applicable), and any existing MB engagement letter. We execute a mutual NDA before sharing any documents.
We evaluate on: promoter quality, revenue growth consistency, EBITDA margins, D/E ratio, sector tailwinds, IPO timeline credibility, and peer valuation. We also conduct reference checks with customers and suppliers where possible. We invest our own capital first before sharing with our network.
Yes. We support M&A deal sourcing, target identification, and structuring. We have experience in reverse mergers, acquisition financing, and cross-sector deals. Contact us for specific mandates.
Pre-IPO rounds: ₹5Cr – ₹50Cr. SME IPO facilitation: ₹10Cr – ₹100Cr issue size. M&A transactions: ₹25Cr – ₹500Cr enterprise value. We do not typically work on sub-₹5Cr transactions unless strategically interesting.
We can facilitate anchor investor connections and co-investor syndication from our network. We do not ourselves act as anchor investors (as we are not a SEBI-registered fund), but we can connect issuers with registered institutional investors in our network.
Email hello@vyomcapital.in with: your firm profile, the mandate/opportunity you want to discuss, and a brief on the company (if applicable). We respond within 48 hours. Alternatively, use the 'M&A collaboration' option on our contact page.
An unlisted share is equity in a company that has not yet been listed on a stock exchange (NSE/BSE). Unlike listed shares, unlisted shares cannot be freely traded on an exchange — they are transferred privately through demat transfer (off-market transactions). Liquidity is limited until the company lists or there is a strategic buyer.
Always insist on demat-to-demat transfer only. Never accept physical share certificates. Transfer payment only after receiving demat transfer confirmation (check CDSL/NSDL portal). Verify company registration on MCA21 portal. Get a proper share purchase agreement signed by the company or the selling shareholder.
Unlisted shares are priced through negotiation between buyer and seller. There is no official market price. Common valuation methods: P/E multiple (based on latest EPS and comparable listed peers), book value method, or DCF. Always compare to listed SME peers before agreeing to a price.
Unlisted shares held for more than 24 months qualify as Long Term Capital Assets — taxed at 20% with indexation benefit. Short-term (less than 24 months) capital gains are added to income and taxed at your slab rate. Always report unlisted share transactions in your ITR under Schedule Capital Gains.
Check: (1) Company registration on MCA21 (mca.gov.in) (2) Director details match what the seller tells you (3) Demat holding reflected in your account after transfer — check CDSL/NSDL portal (4) Share certificate number matches company records. If in doubt, contact the company's registrar directly.
The grey market is an informal marketplace for unlisted shares, typically operated through brokers and Telegram groups. It is legal but unregulated. Risks include: inflated pricing, fraudulent sellers, physical certificates instead of demat, and no recourse if cheated. Always trade through trusted intermediaries with proper documentation.
Yes. All private limited and unlisted public companies must file annual returns with the Registrar of Companies (ROC). You can access balance sheets and P&L for the last 3 years on MCA21 portal (mca.gov.in) for a nominal fee (₹100 per document). Always verify financials before investing.
GMP is the price at which unlisted shares trade informally above their 'fair value' or last transaction price. It is driven by sentiment and demand among a small group of traders — it is NOT a reliable indicator of future IPO price or company value. High GMP means high speculative demand, not high quality.
If IPO is delayed: your shares retain their book value but are illiquid until an IPO, strategic sale, or buyback happens. If the company goes bankrupt: as a shareholder, you rank last in the priority of claims after secured creditors and employees. You may lose your entire investment. This is why fundamentals matter more than IPO promises.
We offer information on unlisted share valuation, due diligence on specific companies, and access to introduced pre-IPO opportunities from our portfolio. We do not charge investors any fees. We also share factual context on exit paths — whether to hold through IPO or find a secondary buyer. Investor network access is referral-only — email referrals@vyomcapital.in with your referrer's name. Existing members may sign in at vyomcapital.in/login.
Still have questions?
We are happy to have a direct conversation. No sales pitch — just honest answers.