The Securities and Exchange Board of India (SEBI) issued observations on the draft IPO papers of Cult.fit and Indian Gas Exchange (IGX) on October 12, followed by Sohan Lal Commodity Management and Eswari Global Metal Industries on October 13. This regulatory nod is a critical milestone, allowing companies to proceed to the next stage of the IPO process. However, the path to listing differs significantly based on the filing route chosen.
Cult.fit, Eswari, and IGX filed through the regular route, giving them a 12-month window from the observation date to launch their IPOs. In contrast, Sohan Lal opted for the confidential pre-filing route in March 2026, granting it an 18-month window. This difference creates distinct strategic pressures. Regular filers face a tighter deadline, pushing them toward a launch by around October 2027, while Sohan Lal has until approximately April 2028. The confidential route offers more time to choose a market window but carries the risk of financials aging before public disclosure.
The fresh issue proceeds are earmarked for expanding the fitness centre network, repaying borrowings, and marketing. As of March 31, 2026, the company reported total borrowings of ₹2,607.58 million, with a debt-to-equity ratio of 38.29%. The planned repayment of ₹1,200 million could significantly reduce leverage, potentially bringing the debt-to-equity ratio down to single digits post-issue, though this depends on final pricing and deployment. DRHP +1
The OFS component does not dilute the company's equity base but allows early backers like Temasek-backed MacRitchie Investments, Accel, Tata Digital, and Schroders to exit partially. Notably, MacRitchie is selling only about 12.6% of its stake, while others like IDG Ventures and Chiratae Trust are offloading roughly half. This pattern suggests partial liquidity rather than a full exit. The presence of marquee investors in the cap table could anchor IPO pricing and attract institutional interest, but the large OFS size may also signal that early investors are cashing out ahead of a potentially long path to profitability. DRHP +2
For IGX, the IPO is entirely an OFS of 1.67 crore shares by its promoter, Indian Energy Exchange (IEX), which currently holds 47.28% of the gas exchange.
IEX has taken a one-year extension, with the deadline around December 2026. The IPO proceeds flow entirely to IEX, not IGX, meaning the gas exchange receives no fresh capital. Transcript
This move allows IEX to monetize a stake while complying with regulations, potentially freeing capital for its core power trading business.
The OFS-only structure signals promoter confidence in IGX's existing business but also means the company cannot raise funds for expansion directly through this issue. Transcript
Eswari Global Metal Industries plans a ₹500 crore fresh issue alongside an OFS of 1.32 crore shares by promoters and another shareholder. The fresh issue proceeds are allocated for Phase II expansion of its Mundra facility (₹150 crore) and debt repayment (₹250 crore). The company operates in the capital-intensive metal recycling sector, with total debt reported at ₹360.75 crore and a debt-to-equity ratio of 1.35x in the latest period. The IPO aims to strengthen the balance sheet and fund growth.
Promoters participating in the OFS likely seek partial liquidity while the company raises growth capital. Eswari's financials show improving profitability, with profit after tax rising to ₹83.91 crore in the latest period, but operating cash flow has been negative, highlighting working capital absorption typical of the recycling business. The company's competitive edge includes being India's largest exporter of lead alloy products and holding London Metal Exchange accreditation for high-purity lead, which supports global market acceptance.
Sohan Lal's confidential filing means its financials and issue details remain under wraps. The company provides technology-driven post-harvest agricultural logistics services, including warehousing, collateral management, and financing. Its "phygital" model combines physical infrastructure with digital tracking, enabling banks to lend against warehouse receipts. This model offers revenue stability through recurring fees and scalability via a network of managed warehouses.
The 18-month window gives Sohan Lal flexibility to time its market entry, but the lack of public disclosure makes valuation challenging for investors. The company will need to demonstrate its financial strength and growth trajectory when it files its updated DRHP. Its competitive positioning against peers like National Commodities Management Services Limited (NCML) will be a key focus area.
Current primary market conditions show mixed signals.
This backdrop will influence pricing for Cult.fit and Eswari. Cult.fit's narrative as India's largest fitness platform, with 708 centres and 9.87 lakh paid members, may attract investors despite its losses, but the large OFS could weigh on sentiment. Eswari's profitability and policy-driven growth in the recycling sector could support valuation, provided it addresses working capital concerns.
For IGX, the OFS-only structure and regulatory mandate may be viewed neutrally to positively, as it indicates compliance without diluting existing shareholders. However, investor appetite will depend on the gas trading platform's growth prospects and the removal of the 10% cap on domestic gas traded through exchanges. Sohan Lal's valuation will hinge on the quality of its eventual disclosures and its ability to showcase a scalable, asset-light model.
The SEBI observations have set these four companies on their IPO journeys, but the road ahead varies. Cult.fit and Eswari must navigate a 12-month timeline with clear use of proceeds and competitive narratives. IGX's listing is a regulatory step for IEX, with strategic implications for its capital allocation. Sohan Lal enjoys a longer runway but faces the challenge of building investor confidence without prior public financials. As these IPOs approach launch, market conditions, sectoral trends, and execution risks will ultimately determine their success.
