What India's IPO offer documents add up to

Every company that wants to list its shares in India files an offer document first: a draft red herring prospectus (DRHP) with SEBI or an SME exchange, then a red herring prospectus (RHP) once the price band is near. The documents run to several hundred pages each. newboard reads every one it covers end to end and writes a study of it in the same framework every time, ending in a table of key figures where each number carries the page it was read from.

This article counts across those tables. It covers the 313 issues newboard has studied so far: 225 on the mainboard and 88 on NSE Emerge and BSE SME, from offer documents filed between March 2025 and October 2026. Most are at the draft stage, before a price band; 36 have a band, and 10 have since listed. The counts update on their own as new studies are added, so a number here is the number on the day the page is read.

Three things to keep in mind. First, a count includes only the issues whose study states the figure it needs, so each one gives its own sample: not every offer document discloses, for example, its largest customer by name and share. Second, these are counts of what the documents say, not judgements. A pattern across two hundred companies says nothing certain about any one of them, and an issue that falls into a count may have a perfectly good reason, which its study explains. Third, every figure is the company's own, as restated in its offer document; growth rates run over the record each document gives, usually the three financial years to March 2026. Nothing here uses market prices.

The typical mainboard issuer in this set had revenue of ₹636 crore in its latest year and a profit of ₹39.9 crore; the middle half ran from ₹302 crore to ₹1,413 crore of revenue. The typical SME issuer is a much smaller business: revenue of ₹100 crore and a profit of ₹8.5 crore, with the middle half between ₹55.8 crore and ₹180 crore.

Margins are closer than size. The median EBITDA margin in the latest year was 14.5% on the mainboard and 15.7% for SME issues. Where a study states return on capital employed, the median was 23.8% for mainboard issues (101 of them) and 29.4% for SME issues (76). The median issue names 3 promoters: the people and companies in control, who answer for the offer document.

By industry, capital goods and engineering leads with 30 issues, then construction and infrastructure (27) and metals and mining (24). The spread is wide: the ten largest groups below account for 177 of the 313 issues, and the rest come from 23 other industries.

The pace has picked up. By the year the offer document was filed, the set holds 100 from 2025 and 211 from 2026. A draft is valid for a year after SEBI's observations, so a filing is not an issue: some of these companies will open for bidding within months, some will refile with new numbers, and some will let the draft lapse. Each study is of the document as filed, and a later document gets a fresh study.

One of the commonest patterns in these offer documents is profit growing faster than sales. Of the 280 issues whose study states both rates,219 (78%) grew profit faster than revenue over the record. The median issue grew revenue by 25.3% a year and profit by 56.5% a year. In 131 of them (47%), profit grew more than twice as fast as revenue.

Profit outrunning revenue is about as common on both boards (78% of mainboard issues, 80% of SME issues).SME issues show the larger gap between the two rates: a median profit growth of 68.4% a year against revenue growth of 27.5% on SME, and 45.9% against 24.9% on the mainboard.

There are three ordinary reasons for it, and an offer document usually shows which one applies. The first is operating leverage: when a business grows, some costs (rent, salaries of a head office, depreciation) grow more slowly than revenue, so margins widen and profit grows faster. The second is a small first year. A growth rate is a ratio, and a ratio from a small base looks large: profit at least tripled over the record in 109 of the 305 issues that state both years (36%), and 26 companies made a loss in the first year of their record, which makes any profit afterwards look like a leap. The third is income that does not come from the business itself, which has a section of its own below.

None of the three is a problem in itself. The question is which one is at work, because they say very different things about the years after an IPO. Widening margins from scale can last; a low first year cannot repeat; and other income may not recur at all. The restated profit and loss statement in the offer document gives margins year by year, and the notes give other income line by line.

Every issue in this count, with its figure

Profit is an accounting measure; cash is what pays salaries, suppliers and lenders. The cash flow statement in an offer document shows how much of the year's profit actually arrived as cash from operations. Of the 279 issues with a profit in the latest year, 206 (74%) had operating cash flow below that year's profit. In 126 of the 293 issues that state it (43%), operating cash flow was negative: the business took in less cash from its operations than it spent on them.

The median issue turned 0.22 rupees of every rupee of profit into operating cash flow (0.28 on the mainboard, 0.06 for SME issues). Cash flow below profit is more common among SME issues (71% of mainboard issues, 80% of SME issues).

The commonest reason is working capital. A growing company sells on credit and stocks up ahead of orders, so cash is tied up in receivables (money customers owe) and inventory before it comes back. Receivable days, the number of days of sales customers owe at the year end, rose over the record in 145 of the 229 issues that state both years (63%). The median change was 6 days on the mainboard and 14 days for SME issues. In the latest year, the median company was owed 66 days of sales on the mainboard and 76 days on SME.

This connects to the IPO itself. Many issues list working capital among the objects of the fresh issue: part of the money raised is meant to fund exactly the receivables and inventory the cash flow statement shows. An offer document that needs working capital from the public is telling the reader that the business, at its current pace, consumes cash as it grows.

What to look up: the cash flow statement for all three years rather than the latest one; receivable days and inventory days year by year; any large change in advances to suppliers or from customers; and how much of the fresh issue goes to working capital.

Every issue in this count, with its figure

Every issue whose receivable days rose

Other income is everything a company earns outside its business: interest on deposits, gains on investments, rent, foreign exchange gains, the sale of an asset. It counts in profit, but it is not the business, and much of it does not recur. In the median issue it made up 6.3% of profit before tax in the latest year (7.5% on the mainboard, 4.9% for SME issues).

In 30 of the 197 issues that state it (15%), other income was a fifth or more of profit before tax. For those companies, a reader of the profit line is reading a business and something else together. The notes to the restated statements break other income down; a single large gain in the latest year is worth finding before reading any growth rate built on that year.

Every issue in this count, with its figure

Net debt is borrowing less cash; set against EBITDA (profit before interest, tax, depreciation and amortisation), it says how many years of operating profit the debt would take to repay. Where a study states it, the median was 1.9 times on the mainboard (90 issues) and 1.4 times for SME issues (73). In 23 of the 163 issues that state it (14%), net debt was more than three times EBITDA.

Debt and the IPO are often connected. Repaying borrowings is one of the commonest objects of a fresh issue, and an offer document that lists it gives the lenders, the amounts and the interest rates, loan by loan. For a reader, the question is what the balance sheet looks like after the repayment: whether the issue funds growth, or mainly replaces borrowed money with shareholders' money at a lower cost to the company.

Return on capital employed ties the two together, because it measures the operating profit a company earns on everything invested in it, debt and equity alike. The median was 23.8% on the mainboard and 29.4% for SME issues. A high return on a small capital base can fall as the IPO money arrives and sits in the balance sheet before it is put to work; the restated statements give the base the return was earned on.

Offer documents must say how much revenue comes from the largest customers, though many give only the top five or top ten together. Where a study states the largest single customer's share, the median was 21.6% of revenue. In 63 of the 157 issues that state it (40%), one customer brought in a quarter of revenue or more, and in 18 (11%), half or more.

Looking at the ten largest customers together, the median share was 62.9%, and in 68 of the 194 issues that state it (35%) the top ten brought in three quarters of revenue or more. A single customer at a quarter of revenue or more is more common on the mainboard (46% of mainboard issues, 33% of SME issues).

Concentration is common in businesses that supply large buyers: railways, government departments, carmakers, telecom companies, large retailers. It is not a defect, but it moves the questions from the company to its customer: how long the contracts run, whether they can be ended at short notice, how prices are set, and what happened in years when that customer ordered less. The risk factors section usually addresses the largest customer directly; the business section often names it.

Every issue in this count, with its figure

The capital structure section of an offer document lists every share the company has ever issued, with the date, the price and the reason. Read across these studies, it shows a company being reshaped for listing in the months before the filing.

Bonus shares are the clearest sign. Of the 269 issues whose study records it, 251 (93%) issued bonus shares in their record, and the typical bonus came 6 months before the offer document was filed; 174 of the 247 dated bonus issues (70%) came within a year of it. The median ratio was 6 new shares for every share held, and 139 of the 243 bonus issues with a stated ratio (57%) were at five for one or more. The largest was 3,000 for one.

A bonus issue moves no money. Reserves become share capital, every holder gets more shares in the same proportion, and the company is worth exactly what it was worth before. What changes is the count of shares: more shares mean a smaller profit per share and a lower price per share for the same company, which is why so many issuers do it just before setting a price band. One practical effect for a reader: in 137 of the 248 issues whose study records it (55%), the last allotment of shares before the IPO was a bonus at no price at all, so the document's most recent share issue tells a reader nothing about what anyone paid.

Share splits do the same thing by a different route: 125 of the issues split their shares in the record, typically 5 months before filing. And most of these companies became public companies only recently. A private limited company cannot offer shares to the public, so conversion is a legal necessity; the median issuer converted 11 months before filing, and 152 of the 282 issues with a date (54%) did so within a year of it.

None of this is unusual or improper; it is the ordinary plumbing of an IPO. Its value to a reader is the timeline. When the bonus, the split, the conversion, any pre-IPO placement and the filing all fall within a few months, the offer document describes a company that was arranged for this issue, and the price of the last cash allotment, where there is one, is the only recent price the document gives.

In 173 of the 285 issues whose study records it (61%), the company changed its statutory auditor during the record the offer document covers. There are ordinary reasons: the law requires rotation of auditors at set intervals for many companies, and a company preparing to list often moves to a firm that audits listed companies. An offer document states each change of auditor in the last three years and the reason given for it.

The reason is the part worth reading. A change for rotation or growth reads differently from a resignation, and the restated statements were prepared or re-examined by the auditor in place at the time of filing, which may not be the one that signed the original accounts.

An IPO can do two different things. A fresh issue creates new shares, and the money goes to the company. An offer for sale moves existing shares from current holders to new ones, and the money goes to those holders, not to the business. Across the 99 issues whose study states both in rupees, the fresh issues added up to ₹65,256 crore and the offers for sale to ₹38,076 crore.

In 11 of those issues (11%), more than half the money went to selling shareholders. At the other end, 42 (42%) had no offer for sale at all. The split runs by board: the median offer for sale was 0% of an SME issue (24 issues) and 20% of a mainboard issue (75), so large offers for sale are a mainboard affair. Counting by holders rather than rupees, 203 of the 313 studied issues (65%) name at least one selling shareholder.

Promoters and their group are the most common sellers by count. Investors (private equity and venture funds, and companies holding stakes) appear among the sellers in 57 of the 313 studied issues (18%). A fund selling in an IPO is usually doing what funds are set up to do, returning money to its own investors; the offer document gives the price each seller paid for its shares, which shows what the seller earns on the sale.

After the issue, the median promoter holding is 66.6%, and in 22 of the 156 issues that state it (14%) the promoters hold less than half. The objects of the issue section shows where the fresh money goes: debt repayment, capital expenditure, working capital, general corporate purposes, each with an amount.

Every issue in this count, with its figure

Offer documents disclose what the promoters and directors are paid, year by year. Where a study records promoter remuneration at the start and end of the record, it rose in 118 of the 183 issues with both years (64%). The median issuer paid its promoters 1.3 times as much in the latest year as in the first. In 33 of the 171 issues with a profit in both years (19%), promoter pay grew faster than profit over the same years.

Pay rising with a growing business is ordinary. What a reader can check is the timing and the proportion: a sharp rise in the year before the filing, or pay that is a large share of profit, both show up in the related-party transactions and in the remuneration terms the offer document sets out for after the listing.

The outstanding litigation section lists every pending case involving the company, its promoters, its directors and its group companies. Where a study counts the cases against the promoters, 116 of the 190 issues (61%) list at least one, and 14 list ten or more; the largest count in this set is 58. At least one case against the promoters is more common on the mainboard (69% of mainboard issues, 40% of SME issues).

A pending case is an allegation, not a finding, and the counts include tax demands and civil disputes that are routine for any business of size. The section gives the nature of each case, the amount where there is one, and its stage, which is what separates a disputed tax assessment from a criminal complaint. Contingent liabilities (guarantees and claims the company does not accept but may have to pay) had a median of ₹3.5 crore where a study states them (171 issues).

Every issue in this count, with its figure

Once a price band is set, the RHP prints a basis for the offer price, including the price to earnings ratios of listed companies the issuer considers its peers. newboard works out the issue's own P/E at the upper end of the band from the same document. Only 36 of the studied issues have reached this stage, so the sample is small.

The median P/E at the upper band was 24.4 for mainboard issues (14) and 15.9 for SME issues (22). Against the median P/E of the peers each company named, 9 of the 13 priced mainboard issues (69%) were priced above it, against 6 of the 18 priced SME issues (33%).

Two cautions apply. The peers are the company's own choice, and listed companies of a different size, age or mix of business are not the same thing as the issuer. And a P/E on one year's profit inherits everything said above about that profit: its growth, its cash and its other income. The arithmetic is a fact about the document, not a view on the price.

Every issue in this count, with its figure

The mainboard and the SME platforms are different markets with different rules. SME issues are smaller, the minimum application is larger, and the listing and disclosure requirements are lighter; SME companies can move to the mainboard later. The offer documents reflect the difference, and the table sets the figures above side by side.

Size is the first difference: the median mainboard issuer has about 6 times the revenue of the median SME issuer. Yet SME margins and returns on capital are at least as high, which is what a small business in a niche often looks like. SME growth rates run faster on both lines, from smaller bases. Working capital moves differently: receivable days rose by a median of 14 days on SME against 6 on the mainboard, and the median SME issuer turned 0.06 of each rupee of profit into operating cash, against 0.28 on the mainboard.

The other difference is who is paid. The median offer for sale was 0% of an SME issue and 20% of a mainboard issue: large mainboard issues are where offers for sale concentrate, and where funds and promoters take money out. Neither board is better or worse for it; they are different kinds of issue, and the questions below apply to both.

Each of the patterns above becomes a question a reader can put to any one offer document, with the section that answers it.

1. Why did profit grow faster than revenue? Margins year by year in the restated profit and loss statement; the first year's profit in rupees; other income in the notes.
2. Does the profit arrive as cash? Operating cash flow for all three years in the cash flow statement, against profit for the same years.
3. Are customers paying more slowly? Receivable days and inventory days, usually in the management discussion or the key performance indicators.
4. How much of the profit is not the business? Other income, broken down in the notes to the restated statements.
5. Who is the largest customer, and on what terms? The business section and the risk factors on customer concentration.
6. What happened to the share capital in the last two years? The capital structure section: bonus issues, splits, allotments, their dates and prices.
7. What did anyone last pay in cash for a share? The same section, read past the bonus allotments to the last allotment or transfer at a price.
8. Why did the auditor change? The section on changes in auditors, with the reason given.
9. Where does the money go? The offer structure for fresh issue against offer for sale, and the objects of the issue for each rupee of the fresh issue.
10. What did each seller pay? The average cost of acquisition for each selling shareholder, in the offer document's summary.
11. What are the cases about? The outstanding litigation section: the nature, amount and stage of each, and the contingent liabilities note.
12. Are the peers really peers? The basis for offer price: who was chosen, and how their size and business compare with the issuer's.

Every newboard study answers these from its own document, with the page for each figure, and the screener puts any of these figures side by side across every studied issue.

The source is the key figures table at the end of each newboard study (section 28), where every figure carries its page in the offer document, and the numbers read from it into newboard's database. A count includes an issue only when its study states every figure the count needs; nothing is estimated or filled in. Growth rates are compound annual rates over the record each offer document gives. Ratios marked as worked out (operating cash flow against profit, the offer for sale's share of the issue, promoter pay against profit) are arithmetic on two figures from the same document. Dates are the month and year a study records; the gap to filing is counted in months.

The set is every issue newboard has studied: mainboard and SME offer documents filed from March 2025, read in the order they were filed or opened for bidding. It is not a random sample of all Indian IPOs, and its makeup moves as studies are added. The page was last counted on 4 Oct 2026.

Each count has a page of its own listing every issue in it with its figure: profit against revenue, cash flow against profit, receivable days, other income, the largest customer, the offer for sale, cases against promoters and the price against peers. A figure that does not match its page in the offer document can be reported to hello@newboard.in, and the study and these counts are corrected.

newboard is not a SEBI-registered research analyst or investment adviser. These are counts of what offer documents say, for reading and education. They are not a view on any issue and not investment advice.