Business advisory
Pre-IPO Advisory
Under this phase, we work with & guide the promoter/promoter group to pre-empt and navigate the tax and regulatory issues that may arise during the entire IPO process lifecycle
Tax Optimization
- Assisting in determining the extent of funds raised through Offer for Sale (OFS) vis-à-vis Primary issuance into the Company;
- Render Indian tax advisory services and comment upon key implications, in relation to the offloading of shares by Promoter(s) and/or KMPs (‘Selling Shareholders’), if applicable, and in this regard, we undertake the following activities
- Assistance in the determination of the potential capital gains/ losses and associated tax liability (if any) in India that may arise in the hands of the Selling Shareholders;
- Analyze the cost of investment that may fall upon, in the hands of the Selling Shareholders while determining the potential capital gains/ loss. This would essentially involve, reading and collating documents to establish/ confirm the cost base;
- Evaluate the need for creating a Trust structure prior to listing that will facilitate Succession Planning for Promoters
- Review of information (w.r.t. indemnity, representation, etc) shared in relation to Promoter(s), Promoter Group disclosed in the Offer Document to ensure that it’s aligned to promoter interest;
Cap Table Analysis
- In light of lock-in requirement and restriction on transferability of Promoter’s shares, we evaluate tranche-wise acquisitions to assess tax exposure and evaluate necessary share split/ consolidation in accordance with the determined price range to suit Target Investor’s needs;
Pre-IPO re-structuring
- Assess the existence of any surplus real estate / other assets (having substantial value) in the entity and evaluate alternate options (including implementation assistance) for carving out of the same before the IPO;
Inputs on Strategic Matter
- Evaluating regulatory laws w.r.t. representation of Promoters in the Board of Directors of the Listed entity;
- Evaluation of inter-company transactions amongst Promoter’s group entities and the Listed entity from a corporate governance perspective
- Assistance to Promoter(s) with respect to review and analysis of regulatory filings, if required
- On-call tax and regulatory advisory services on any matters concerning the Promoters in relation to the IPO
Company Advisory Services
- Evaluate alternate options to provide an exit to employees/KMPs (‘ESOP restructuring’) having ESOP options/shares before / after the IPO and provide associated tax and regulatory implications
- Evaluate alternate options to provide exit to employees/KMPs (‘ESOP restructuring’) having ESOP options/shares before / after IPO and provide associated tax and regulatory implications
If multiple entities with similar businesses/ tiered structures would result in value discounting
Assess the legal structure of an entity (other than the company) like LLP, Firm, Sole proprietorship from an IPO eligibility perspective
Whether unrelated businesses are housed in the same entity
- In case, any of the above-concerned areas are present, we would assist in the conceptualization (including implementation assistance) of a tax-efficient and regulatory compliant alternate holding structure to address the above issues
