boAt's IPO filing decoded: the October 2025 updated DRHP, page by page

Imagine Marketing Limited sells consumer electronics under the boAt brand, which it launched in 2015: audio (earbuds, neckbands, headphones, speakers, soundbars), wearables (smartwatches and smart rings) and charging products (cables, chargers, power banks) (pages 14 and 180). It sells through online marketplaces, its own website and offline retailers and distributors (page 14).

The company was incorporated on 1 November 2013 as a private company and became a public company in January 2022 (front pages). Its registered office is in Mumbai; Sameer Mehta and Aman Gupta subscribed the first shares (page 92). A Redseer report the company paid for ranks boAt first in Indian branded personal audio for FY25 (page 180).

• Filing: Updated Draft Red Herring Prospectus-I (UDRHP-I) dated 28 October 2025, filed under Chapter IIA of SEBI's ICDR regulations (the confidential pre-filing route), a 100% book-built offer (front pages).
• Total offer: up to ₹1,500 crore (₹15,000.00 million), made up of a fresh issue of up to ₹500 crore and an offer for sale of up to ₹1,000 crore (page 14). The company gets money only from the fresh issue (page 126).
• Sellers: Sameer Mehta up to ₹75 crore, Aman Gupta up to ₹225 crore, South Lake Investment Ltd up to ₹500 crore, Fireside Ventures Investment Fund-I up to ₹150 crore and Qualcomm Ventures LLC up to ₹50 crore (page 126). Promoters sell ₹800 crore of it (StopDown's sum).
• Pre-IPO placement: up to ₹100 crore may be placed privately first, reducing the fresh issue, capped at 20% of it (front pages, page 15).
• Route: Regulation 6(2), because the company does not meet Regulation 6(1)(b): at least 75% to institutional buyers, up to 15% to non-institutional and up to 10% to retail bidders (front pages).
• Exchanges: BSE and NSE gave in-principle approvals on 3 June 2025 (front pages). SEBI's final observation letter is dated 1 August 2025 (page 473).
• Left blank: share count, price and price band (front pages).

Figures are restated (past accounts redone on one basis) and consolidated; StopDown converts ₹ million to ₹ crore. FY25 means the year to 31 March 2025. Q1 FY26 is the three months to 30 June 2025, the first quarter of FY26, and is not annualised. Nothing after June 2025 is in the filing.

• Q1 FY26: revenue from operations ₹628.10 crore, total income ₹638.44 crore, profit ₹21.35 crore, against a loss of ₹31.08 crore in the same quarter a year earlier (pages 16 and 278).
• FY25: revenue ₹3,073.28 crore, total income ₹3,097.81 crore, profit ₹61.08 crore. Profit before tax of ₹74.70 crore included an ₹8.60 crore one-off gain on selling an associate, and tax took ₹13.62 crore (page 278).
• FY24: revenue ₹3,117.67 crore, total income ₹3,135.35 crore, loss ₹79.68 crore, after a tax credit of ₹16.57 crore (pages 16 and 278).
• FY23: revenue ₹3,376.79 crore, total income ₹3,403.18 crore, loss ₹129.45 crore, after a tax credit of ₹34.26 crore (pages 16 and 278).
• Revenue growth as the filing states it: down 7.67% in FY24 and down 1.42% in FY25. Wearables revenue fell from ₹901.56 crore in FY23 to ₹330.41 crore in FY25 (page 31).
• KPIs (pages 136 and 137): EBITDA (its own definition) ₹142.52 crore in FY25, ₹7.70 crore in FY24, a loss of ₹59.76 crore in FY23; audio was 84.23% of FY25 product revenue and online channels 70.55%.

• Working capital: ₹225 crore (₹2,250.00 million), over FY26 to FY28 (pages 127 and 128).
• Brand and marketing: ₹150 crore (₹1,500.00 million) over the same years (page 127).
• General corporate purposes: amount blank, capped at 25% of gross proceeds (page 127).
• StopDown's arithmetic: the two named objects total ₹375 crore of the ₹500 crore fresh issue; the rest is blank (page 126).
• The company will receive nothing from the ₹1,000 crore offer for sale (page 126).

The table is as on 28 October 2025, on a fully diluted basis: preference shares counted as converted into up to 53,952,251 equity shares, and vested options counted (pages 14 to 16 and 110). The company had 7,617 shareholders (page 110).

• Promoters: South Lake Investment Ltd 39.35%, Aman Gupta 24.76% and Sameer Mehta 24.75% (pages 15 and 111). StopDown's sum: 88.86%. The filing calls South Lake an affiliate of the Warburg Pincus Group (page 185).
• Other holders above 1%: Fireside Ventures Investment Fund-I 3.28%, Qualcomm Ventures LLC 2.28% and Malabar Select Fund 1.20% (page 111).
• The promoter group holds no shares of its own (page 15).

The filing has more than 70 risk factors (pages 28 to 70); these five are in StopDown's words.

• Risk factor 3 (page 30): sales lean on a few marketplaces. The top two online marketplaces gave 55.29% of FY25 product revenue, down from 62.71% in FY24 and 61.87% in FY23.
• Risk factor 4 (page 31): revenue fell between FY23 and FY25, mainly because wearables shrank, and the quarter to June 2025 (up 10.73%) may not be a lasting trend.
• Risk factor 9 (page 36): the auditors' reports carried unfavourable remarks, including bank returns that did not match the books in FY23 to FY25 and directors' pay above the legal limit in FY23.
• Risk factor 16 (page 40): a joint venture with Dixon Technologies, Califonix, made 37.46% of units in the quarter to June 2025 and 39.22% in FY25, so a plant problem would hurt supply.
• Risk factor 19 (page 42): pending cases, listed on pages 43 and 392 to 396. Against the company: 10 tax proceedings, with ₹240.84 crore of indirect tax claims, one regulatory action (a GST registration cancelled for one office, now challenged) and two material civil cases, including a trademark suit with an interim restraint from the Bombay High Court on 24 July 2025. No criminal case is pending against the company or its promoters.

Status on 14 November 2026: this filing is more than a year old, and no price band or dates are in it (front pages). After SEBI's observations, the company files an updated draft (UDRHP-I, the document read here), open for comment for typically at least 21 days, then a UDRHP-II and a red herring prospectus (RHP) with the price band. The Read next guides explain each step.

The filing says the price band is advertised at least two working days before bidding opens (front pages). Typically anchor investors bid a day earlier, bidding runs about three working days and shares list within about three working days of closing (typical, as of November 2026).

News since the filing, labelled as news: Business Standard reported on 29 October 2025 that the updated filing cut the issue to ₹1,500 crore. Angel One reported on 29 January 2026 that the IPO was deferred again for a review of markets and readiness. Inc42 reported on 26 August 2026 that boAt's FY26 revenue was about ₹2,931 crore and profit ₹84.5 crore, and that no official timeline update had followed. Reports put SEBI's observation validity on this route at 18 months, about early February 2027 from the 1 August 2025 letter; StopDown could not confirm that or any extension. Searches on 14 November 2026 found no RHP, price band, newer filing or opening date.

This guide reads a filing; it is not investment advice.

• The filing: Imagine Marketing Limited, Updated Draft Red Herring Prospectus-I dated 28 October 2025, as filed with SEBI and the exchanges.
• Page convention: the number printed at the foot of the page, which is the PDF page minus 5 (checked: PDF 33 is page 28, 76 is 71, 140 is 135). Unnumbered pages are cited as front pages.
• News: Business Standard, 29 October 2025, updated filing cuts the issue to ₹1,500 crore: business-standard.com
• News: Angel One, 29 January 2026, IPO deferred again: angelone.in
• News: Inc42, 26 August 2026, boAt FY26 profit: inc42.com
• Rule context: Corporate Professionals on the confidential route and its 18-month window: corporateprofessionals.com