- The short — what’s new and why it matters
- Approval clock: DRHP → listing in three months (target)
- KPI & disclosure upgrades (effective FY25 filings)
- FPI hygiene: who gets eased, who faces look-through
- Playbooks: issuer, banker, investor
- FAQ & desk-ready checklists
The short
- Speed: SEBI is targeting ~3 months for most IPO approvals, with AI-assisted review to compress the back-and-forth. Windows get more usable.
- Clarity: From FY25 filings onward, offer docs must standardize KPIs (cohorts, take-rate, payback, etc.) for comparability.
- Clean money: FPIs investing only in G-Secs get simplified compliance; tighter look-through remains for others; new TLH code eases nominee→legal-heir security transmission.
- Balance: Faster ≠ looser. Scrutiny shifts to economic substance and metric consistency.
Approval clock: DRHP → listing
Recent guidance points to a ~3-month median for approvals, versus past cycles that could run up to six months. Expect fewer iterative query loops if definitions and reconciliations are tight at first filing.
| Stage | Old reality | New expectation | What to prep |
|---|---|---|---|
| DRHP filing | Multiple clarifications | 1–2 bundled rounds | Metric glossary synced to audited notes |
| Queries | Fragmented | Time-bound, consolidated | Data room with cohort/LTV/CAC by vintage |
| Observations | Uncertain timing | Predictable cadence | Anchor education early; vendor/PR slots on hold |
| Listing | Calendar slips | Tighter windows | Back-up roadshow tracks & disclosure sign-offs |
Note: Observation letters typically valid for up to 12 months; you must complete the process before expiry.
KPI & disclosure upgrades (FY25 onward)
Unit economics
- LTV/CAC by cohort with payback months
- Gross vs net take-rates (incl. incentives)
- Repeat usage & contribution margin (cohort view)
Governance
- Related-party transactions — pricing & tenure
- Contingent liabilities & guarantees clarity
- Promoter pledges & ESOP overhang transparency
Effective Draft/offer docs filed on/after Apr 1, 2025 adopt industry KPI standards for consistent comparisons.
FPI hygiene — who’s eased, who’s scrutinized
- FPIs investing only in Government Securities: Ease-of-compliance circular streamlines ongoing requirements under FAR.
- Beneficial ownership: Look-through expectations remain for concentrated/opaque structures; pooled/government-backed entities often get lower-risk treatment.
- Transmission of securities: New TLH reporting code simplifies nominee→legal-heir transfers across intermediaries.
Playbooks
Issuers
- Publish a one-pager metrics glossary; lock it early.
- Build cohort/CM2 dashboards reconciling to audit notes.
- Run mock Q&A with bankers/legal before DRHP upload.
Bankers
- Pre-flight governance: RPTs, pledges, vendor dependencies.
- Anchor mapping by mandate type (growth vs yield).
- Educate on valuation bridges (private → public medians).
Investors
- Focus on OCF/EBITDA and cohort durability, not PAT optics.
- Discount GMP; prioritize float, anchors, and peer comps.
- Size by liquidity; avoid low-float crowding near events.
FAQ
- Does faster mean riskier? No—SEBI is removing process friction, not disclosure depth.
- What if metrics are early-stage? Show trajectory/sensitivity; be explicit on assumptions.