InCred Holdings' IPO filing decoded: the updated DRHP, page by page

InCred Holdings Limited is the holding company of the InCred lending group, based in Mumbai. It was incorporated on 3 January 2011 as KKR Capital Markets India and took its present name on 18 August 2022 (cover; page numbers are explained under Sources). It earns almost all its revenue through one subsidiary, InCred Financial Services Limited (IFSL), a non-banking finance company (NBFC, a lender regulated by the RBI but not a bank). IFSL gave 99.85% of revenue from operations in the nine months to 31 December 2025 (UDRHP p.24). The group lends in personal, student, secured business and MSME loans (abridged p.1). On 31 December 2025 it had 504,190 active customers, 467,767 of them in personal loans (UDRHP p.264). The promoters are Bhupinder Singh, chairman and chief executive, and B Singh Holdings Limited, a Mauritius investment company (abridged p.2).

• Filing: the Updated Draft Red Herring Prospectus-I (UDRHP-I) dated 6 May 2026, with a short draft abridged prospectus of the same date (cover). A first, pre-filed DRHP dated 6 November 2025 went in under the confidential route, Chapter IIA of SEBI's ICDR rules (UDRHP p.9, definitions).
• Fresh issue (new shares, money to the company): up to ₹1,250 crore (₹12,500.00 million). The number of shares is blank (cover; UDRHP p.135).
• Offer for sale (existing holders sell, money to them): up to 99,020,833 shares by 97 selling shareholders, value blank (cover; Annexure A, UDRHP pp.767 to 771). StopDown's arithmetic: that is 15.1% of the 655,944,906 shares now issued (UDRHP p.101).
• Largest sellers, in shares: KKR India Financial Investments up to 40,000,000, MNI Ventures up to 19,823,445, MEMG Family Office up to 10,176,555 and three others of 5 to 7 million shares (abridged p.1). KKR alone is 40.4% of the offer for sale, StopDown's arithmetic.
• Pre-IPO placement (a private sale before the IPO): allowed up to 20% of the fresh issue; if done, it reduces the fresh issue (cover).
• Route and listing: a 100% book-built offer under Regulation 6(1) of the ICDR rules, proposed for BSE and NSE, which gave in-principle approval on 23 January 2026 (cover and listing pages).

Figures are restated and consolidated, in the filing's ₹ million, converted here to ₹ crore (10 million = 1 crore). The nine months to 31 December 2025 are the first nine months of FY26, the year to 31 March 2026, and are not annualised. FY25 is the year to 31 March 2025. For a lender, interest income is the main revenue line; the filing's revenue from operations also includes fees and fair-value gains (UDRHP p.83).

• Nine months to December 2025: revenue from operations ₹1,849 crore (₹18,489.42 million), of which interest income ₹1,689 crore; total income ₹1,870 crore; profit ₹290 crore (UDRHP p.83).
• FY25: revenue from operations ₹1,874 crore, interest income ₹1,692 crore, total income ₹1,894 crore, profit ₹373 crore (UDRHP p.83).
• FY24: revenue from operations ₹1,273 crore, interest income ₹1,194 crore, total income ₹1,296 crore, profit ₹309 crore, after an exceptional charge of ₹20 crore. FY23: revenue from operations ₹866 crore, profit ₹109 crore, after an exceptional charge of ₹60 crore (UDRHP p.83).
• StopDown's arithmetic from those figures: revenue from operations for the nine months is 38.6% above the same nine months of 2024 (₹1,334 crore); profit for the nine months is 5.3% higher (the filing states 5.30%, abridged p.5).
• Loan book (AUM, the loans outstanding including assigned loans): ₹14,448 crore at 31 December 2025, against ₹12,585 crore at 31 March 2025, ₹9,039 crore in 2024 and ₹6,066 crore in 2023. Net worth ₹4,202 crore; borrowings ₹10,164 crore (abridged pp.4 and 5).
• Asset quality: stage 3 loans (loans the filing treats as impaired) were 2.28% of gross loans at December 2025 and 0.87% net; the provision cover on them was 62.34% (abridged p.5). Capital adequacy of IFSL was 24.97% (abridged p.5).

• One object only: investing the net proceeds of the fresh issue in the wholly owned subsidiary IFSL to add to its capital base. The filing says this raises its Tier I capital, supports onward lending and improves its capital adequacy ratio (UDRHP p.135).
• Amount: the gross fresh issue is up to ₹1,250 crore; the net proceeds after expenses are blank, and so is the amount to be spent in FY27 (UDRHP pp.135 and 136).
• The company receives nothing from the offer for sale; that money goes to the selling shareholders (UDRHP p.135).

The table is as on the date of the UDRHP-I, 6 May 2026, on a fully diluted basis (options counted), with every after-offer column blank (abridged p.3). Issued shares were 655,944,906 (UDRHP p.101).

• Promoters: B Singh Holdings Limited 15.84% and Bhupinder Singh 0.75%, which sums to 16.59% (abridged p.3). Neither appears among the 97 selling shareholders (UDRHP pp.767 to 771).
• Promoter group: NAAB Securities Pte Ltd 3.85% and B Singh & Partners Pte Ltd 0.52% (abridged p.3).
• Largest other holders: KKR India Financial Investments 12.98%, MNI Ventures 8.60%, V'Ocean Investments 2.89%, Moore Strategic Ventures 1.88%, Elevar I to IV AIF 1.56%, MEMG Family Office 1.51%, Zerodha Broking and Kamath Associates 1.44% each, Ravindran Pillai and Balakrishna Pillai 1.19% and Geetika Jain 1.14% (abridged p.3).

The filing lists 102 numbered risk factors (UDRHP pp.24 to 77); the abridged picks ten. These five are in StopDown's words and use the full filing's numbering.

• Risk factor 1 (p.24): nearly all revenue comes from one subsidiary, IFSL, at 99.85% of revenue from operations in the nine months, so trouble there is trouble for the whole group.
• Risk factor 2 (p.25): personal loans were 55.56% of the loan book at December 2025, up from 40.98% in 2023, and risk factor 5 (p.26) puts unsecured loans at 76.43% of gross loans.
• Risk factor 6 (p.27): student loan disbursements fell from ₹870 crore in the nine months to December 2024 to ₹430 crore a year later, and the U.S. share fell from 70.75% to 35.04% with U.S. visa and policy risk named.
• Risk factor 7 (pp.27 and 28): pending cases on the filing date include 6 criminal and 2 tax proceedings brought by subsidiaries and 4 criminal proceedings against them; 5 tax proceedings are against the company, 2 criminal proceedings against directors, and none against the promoters.
• Risk factor 14 (p.33): several promoter-group and group companies in the InCred family that hold SEBI registrations received warning, advisory or deficiency letters from SEBI over filing lapses; the filing lists them in a table.

Status as of 14 November 2026: StopDown reported on 6 February 2026 that SEBI had cleared the IPO, after the confidential pre-filing of 6 November 2025. The public UDRHP-I followed on 6 May 2026. A web search on 14 November 2026 found no price band or opening date, and the filing itself gives none (cover, bid and offer programme blank). Sizes and lead managers in secondary reports vary, so rely on the filing.

Typical steps on this route, as of November 2026, with timings that vary by case:

• The UDRHP-I is open for public comments; a UDRHP-II may follow.
• The red herring prospectus (RHP) then adds the price band, lot size and dates. The band is advertised at least two working days before opening, with a cap price at least 105% of the floor price (cover; UDRHP p.9).
• Anchor investors bid one working day before opening (listing page). Bidding usually runs three working days, and shares usually list within three working days of closing.

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

• The filing: InCred Holdings Limited, Updated Draft Red Herring Prospectus-I dated 6 May 2026 (822 pages) and its draft abridged prospectus (14 pages), copies from the NSE offer-documents page; the abridged says both are also on the SEBI, NSE and BSE websites (abridged p.1).
• Page convention: UDRHP p.N is the page number printed in the full UDRHP-I, which is the PDF page minus 4 (checked on PDF pages 31, 87 and 268, which print 27, 83 and 264). Abridged p.N is the printed page of the abridged, the PDF page minus 2 (checked on PDF pages 5, 7 and 12). Cover pages carry no number and are cited as cover.
• Status: StopDown story on SEBI observations, 6 February 2026: stopdown.in
• Status: Groww, InCred Holdings files updated DRHP with SEBI, May 2026: groww.in
• Status: IPO Market page, price band not yet announced, read 14 November 2026: ipomarket.in