Capital Markets

To assist in navigating the ever-changing regulatory landscape, KPMG in India provides a wide array of Capital Markets Advisory offerings
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Going public is a life time event for a company but the journey itself requires advance planning and rigorous preparation. At KPMG in India, our capital markets team works with clients every step of the way in conceptualising and implementing the changes companies need to make to prepare for life as a public company. Our subject matter experts provide tailored support to each IPO, ensuring that our clients are prepared for a successful public offering.

Karan Marwah

Partner, CFO Advisory, KPMG in India

Karan Marwah Quote

An IPO is transformational journey

Going public

  1. Huge information requirements, e.g., prospectus requirements
  2. Limited IPO experience for most team members
  3. Complex projects with interdependencies
  4. Value creation & consistency of Equity Story

  1. High risk for all parties involved
  2. Stream-lining structure, financial reporting process, governance and systems
  3. Many external parties involved
  4. Reforms in regulations and changing laws

Being public

  1. Increasing exposure to regulatory authorities and financial community
  2. Market and investor expectations - 'short-term' v. 'long-term'
  3. Extensive external reporting, disclosure, corporate governance and investor relations requirements
  4. More frequent external reporting and faster closing requirements
  5. Regular and ongoing changes to requirements from listed companies

Group of successful business people designers architects in office

And evolving regulations

Companies Act 2013

 ICDR Regulations 

SEBI Guidelines

Ind AS

ICDS

Listing Regulations

Data Privacy

 Prohibition of Insider Trading

Challenges faced by companies

Companies often struggle to adjust to the increased public scrutiny and expectations that come with going public. They grapple with the complexities of financial reporting, governance and compliance requirements, risk management, data privacy and cyber security, investor relations and also face challenges of managing the expectations of their shareholders. Some of the common pitfalls faced are:

    1. Meeting the regulatory compliance requirements and disclosures imposed by financial authorities
    2. Identifying, reviewing and processing information to be included in the offer document
    3. To ensure promoters, Key Managerial Personnel and employee are compliant with laws and standards
    4. Implementation of control and processes in the organisation
    5. Articulating cohesive equity story capturing relevant Key Performance Indicators (KPIs)
    6. Protection of unpublished price sensitive information (UPSI)
    7. Manage company’s reputation, as there has been heightened scrutiny from investors, analysts and the media companies.


     Capital Markets - IPO Advisory

    Capital Markets - IPO Advisory

     Capital Markets - IPO Advisory

    KPMG in India's IPO readiness scan


    An IPO journey is long, complicated and requires intense strategic planning and execution to avoid the potential challenges that come with the responsibility of transitioning to a public entity.

    Bracing the transition and what does it entail?

    IPO readiness demands change in various facets:

    1. Ownership structure

      Changes in control and ownership

    2. Organisational change

      Adaptations in structure and roles

    3. Transparency

      Enhanced disclosure and transparency

    1. Transparency

      Enhanced disclosure and transparency

    2. Financial organisation

      Strengthening financial capabilities

    3. Promise delivery

      Ensuring commitment fulfillment to investors.

    KPMG in India’s IPO readiness scan is a diagnostic to assess your readiness to go public.

    1. Helps in laying the foundation for the company’s journey to go public
    2. To assist in your Initial Public Offering to be a success, we assess and compare your current status with public company requirements
    3. The IPO readiness scan is customisable, and you have the flexibility to choose the parameters you want to be covered
    4. Basis our assessment, we offer a report highlighting the areas where action needs to be taken to prepare your company to go public.

    Our approach

    At KPMG in India, we put together all the relevant skill sets to provide a thorough approach to guide a private company through its IPO journey. The approach integrates financial expertise, strategic guidance and regulatory acumen for a smooth transition to the public markets.

    Our IPO readiness assessment is spread across below workstreams:


    Tax


    Strategy and equity story


    Business intelligence


    IT and process improvement
     


    Margin enhancement/ Cost analysis
     


    Environmental, Social and Governance Strategy


    Financial Reporting and Disclosures


    HR and people related


    Risk management

    Investor Relations (IR) is a strategic business function aimed at engaging with the financial community and other stakeholders to communicate a company’s value proposition through effective dissemination of the equity story, building and sustaining optimal valuation.

    What is IR?

    An effort to maintain and nurture the relationship between a company and the investment community.

    • Sell side
    • Buy side
    • Company

    Why IR?

    Helps to enhance disclosures and sustain optimal value for all stakeholders of a company

    • Fair valuation
    • Widening institutional base
    • Analyst coverage

    How?

    Two-way communication between company and the investors

    • Feedback
    • Perform
    • Communicate

    The role of an Investor Relations professional is critical in maintaining effective communication between the company and investors. However, this role comes with its fair share of challenges that require skillful navigation.

    Key challenges faced by an IR professional

    1. Addressing increased regulatory complexities
    2. Managing investor expectations
    3. Attracting marque investors on the cap table
    4. Developing effective IR collaterals to convey the equity story
    5. Addressing the needs of the ever-evolving ESG (Environment, Social and Governance) regulatory requirements.

    To overcome these challenges, an effective IR programme is required which helps to convey the true value of a company, provide valuable inputs to management, and reduce the cost of raising funds.

    With all the relevant skills and experience put together, KPMG in India is well poised to advise companies on effective communication strategy to derive benefits from its IR programme.

    KPMG in India offers a wide range of IR advisory services to cater to the varying requirements at different stages of the company’s journey. These services can be tailored to overcome challenges faced by the company and meet their strategic goals.

    How can KPMG in India help?

    IR support at the pre-IPO stage is instrumental in setting the foundation for a successful IPO and establishing a relationship with investors. At this juncture, we can support you with:

    • Develop IR policies, IR strategy and SOPs for the effective functioning of IR department
    • Setting up your IR department
    • Establishing an IR portal on your corporate website
    • Articulating equity story via investor presentation
    • Developing IR collaterals for conducting pre-IPO roadshows
    • Coaching senior management on investor communications.

    How can KPMG in India help?

    IR support during this stage is crucial to ensure a successful transition from private to public listed entity. At this juncture, we can support you with:

    • Roadshows and investor meetings to attract potential investors
    • Assist management in defining and compiling the Key Performance Indicators (‘KPIs’)
    • Investors and analyst’s feedback on upcoming IPO
    • Assist the companies in select areas during preparation of prospectus
    • Assistance in articulating and defining the equity story.

    How can KPMG in India help?

    Once listed, companies are under far greater public and regulatory scrutiny, with a wider universe of stakeholders, associated risks and obligations to handle.

    We offer IR support on a wide range of public company matters with critical focus on the following:

    • Enhancing IR disclosures by effective portrayal of equity story in investor and earnings presentation
    • Bandwidth support to perform quarterly activities i.e., earnings presentation, earnings press release, factsheet, peer and market analysis, investor profiles, shareholding analysis, investor interaction, peer group analysis etc. by way of retainer engagement
    • Shareholding and cross-holding analysis for investor targeting
    • Perception study to gauge market feedback on the company’s business, strategy, corporate action, ESG, etc
    • IR Benchmarking and IR review to strengthen investor communication by way of adopting leading IR practices
    • Assessment of ESG disclosures and whether the company is able to meet investors’ expectations
    • Corporate reporting by way of Annual report, Integrated report, Business Responsibility and Sustainability Reporting (BRSR)
    • Develop and deploy technology solution to support IR activities and aid as an IR tool
    • Providing strategic guidance and support for proxy advisory engagement.

    Whether you are a listed or an unlisted company, the investor relations advisory support from KPMG in India can help in managing and developing your investor relations and further, with preparation of an IPO, merger and acquisition, demerger, reverse merger process.

    Insider trading is viewed as a serious crime as it breaches the underlying trust among stakeholders in a free and fair capital market. However, insider trading violations and leakage of unpublished price sensitive information (UPSI) have become increasingly common. The consequences of such violations can be severe and cause reputational damage.

    In recent years, Securities and Exchange Board of India (SEBI) has brought about extensive regulatory amendments to enhance compliance related to prevention of insider trading (PIT) to make market manipulations easily identifiable and to ensure a fair and level playing field in the Indian capital markets.

    1. KPMG Trading Compliance Manager: (KTCM)
    1. A web-based tool for automating reporting, approvals, disclosures; whilst maintaining a digital database*.
    2. Framework for tracking, submission, and archival of all trade requests
    3. Interactive dashboards
    4. Reports and BENPOS reconciliation.

    *Structured digital database

    KPMG Trading Compliance Manager KTCM is equipped with an automated digital solution in order to comply with SEBI’s guidelines under PIT regulations for maintenance of a non-tamperable structured digital database with audit trail and time stamps.

    2. Training and awareness programmes:
    1. Customised and engaging instructor led (ILT) and/ or virtual training (VLT) sessions
    2. Online eLearning course with mandatory self-assessment
    3. Curating easy-to-remember and engaging content (brochures, posters, standees, emailers, banners, etc.) on insider trading
    4. Crisp animated videos with real-life scenarios explaining key concepts.
    3. Assistance in review/formulation of codes/policies pertaining to Prevention of Insider Trading
    1. Provide recommendations basis the gaps identified and assist in strengthening the codes/policies/procedures
    2. Benchmarking with peers
    3. Developing Standard Operating Procedures (SOP’s) to support compliance with the Company’s codes/policies
    4. UPSI controls gap assessment
    1. Review the adequacy and effectiveness of controls in place (if any) for adherence to regulatory and/ or company guidelines for classification, identification and safeguarding UPSI
    2. Undertake sample checks of select IT systems along with the review of logs, as required to test the effectiveness of established controls and identify potential vulnerabilities
    3. Recommend better practices to be adopted towards securing UPSI and for risks identified
    4. Conduct awareness sessions among staff handling UPSI.

    Publications

     Capital Markets - IPO Advisory

    Investor relations: A strategic enabler

     Capital Markets - IPO Advisory

    Voices on Reporting - Special session: Recent updates from SEBI


    Our Insights

    IPOs in India – H1 FY25

    An analysis of the performance of the main board Initial Public Offerings (IPOs) in India, between 1 April 2024 and 30 September 2024

    KPMG in India collaborates with NSE Academy to offer joint upskilling programmes

    KPMG in India will integrate the SecurityBridge Command Center for SAP into its services offering

    IPOs in India - FY24

    The report includes an analysis of the IPOs of companies which got listed between 1 April 2023 to 31 March 2024.


     

    IPOs in India

    The report includes analysis of the IPOs of companies which got listed between 01 April 2023 to 31 December 2023.


     

    Key contact

    Karan Marwah

    Partner, CFO Advisory

    KPMG in India

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