NoPaperForms' IPO filing decoded: offer, profit, seller and risks

NoPaperForms Solutions Limited makes software for colleges, universities, schools and coaching institutes, mainly under the brand Meritto. Meritto runs the path from a student's first enquiry to admission, Collexo collects fees and Mio AI adds AI assistants (pages 192 and 193). The filing counts 1,183 customers in FY26, the year from 1 April 2025 to 31 March 2026, 104 of them outside India (pages 23 and 116), and says higher education gave 77.34% of that year's revenue (page 115). The company was incorporated in New Delhi on 8 February 2017 and is based in Gurugram (page 250).

• Filing: the Updated Draft Red Herring Prospectus-I, called the UDRHP-I, dated 4 September 2026. A confidential earlier draft went to SEBI on 7 November 2025 (page 331).
• Fresh issue: new shares worth up to ₹375 crore (₹3,750 million); the share count is blank until the price is set (cover pages, pages 67 and 113).
• Offer for sale: up to 38,422,392 existing shares (about 3.84 crore), all from Startup Investments (Holding) Limited (SIHL), whose weighted average cost is ₹3.26 a share (not the offer price). The company gets none of this money (cover pages, pages 67 and 113).
• Total offer size: blank, as are the price band, lot size and dates (cover pages).
• Exchanges: BSE and NSE (in-principle approval, 17 March 2026, page 390).
• Buyers: at least 75% to institutions and at most 10% to retail, because the company misses the standard route's profit and asset tests (cover pages, pages 68 and 391).

These are restated Ind AS figures for the company alone, which has no subsidiaries (page 257). Growth rates and ratios are StopDown's arithmetic from the filing's figures.

• FY24: revenue from operations ₹70.36 crore, total income ₹73.61 crore, profit ₹0.04 crore (page 71).
• FY25: revenue ₹92.34 crore, up 31.2%; total income ₹95.84 crore; profit ₹1.63 crore before tax, ₹1.88 crore after (page 71).
• FY26: revenue ₹115.65 crore, up 25.2%; total income ₹119.65 crore; profit ₹7.26 crore before tax, ₹11.93 crore after, about 6.3 times FY25 (page 71).
• Three months to 30 June 2026, not a full year: revenue ₹44.76 crore, total income ₹45.66 crore, profit after tax ₹6.03 crore (page 71).
• FY26 profit after tax includes a net tax credit of ₹4.68 crore, 39% of that profit. The company recognised a deferred tax asset on earlier tax losses that it had left out in FY24 and FY25, and says a change in future profits could affect it (pages 71, 316 and 367).
• KPIs (page 135): customers 793, 1,003 and 1,183 in FY24 to FY26; net revenue retention 121.83% in FY25 and 117.21% in FY26; gross margin down from 69.49% in FY24 to 64.23% in FY26 and 58.33% in the three months to June 2026.

• Customer acquisition and retention: ₹96 crore of the fresh issue, of which ₹52.3 crore is pay for existing sales and customer-success staff, ₹22.7 crore for new hires and ₹21 crore for advertising (pages 114 and 119).
• Technology and cloud: ₹148 crore of the fresh issue, of which ₹74.7 crore is pay for existing product and technology staff, ₹11.5 crore for new hires and ₹61.8 crore for cloud costs (pages 114 and 124).
• General corporate purposes and acquisitions not yet named: amount blank, capped at 35% of the gross fresh issue (page 114).
• StopDown's arithmetic: pay for existing staff is ₹127 crore of the ₹244 crore in the first two uses, or 52%. No bank or independent agency has appraised the plan (page 114).

The table is as at 4 September 2026 and fully diluted, counting the shares that preference shares will convert into (pages 100 and 104).

• Startup Investments (Holding) Limited, wholly owned by Info Edge (India) Limited: 47.93% (pages 100 and 130).
• Naveen Goyal, the promoter, chairman, managing director and CEO: 30.19% (pages 79 and 100).
• Employee stock option trust: 17.60%. The filing counts 33,852,910 options outstanding, 15.72% of the diluted total (pages 48 and 100).
• Who sells: only SIHL, up to 38,422,392 shares, about 37% of its 103,209,860 diluted shares (StopDown's arithmetic). The promoter sells none (cover pages, page 130). The offer fails if SIHL would still hold more than 24.99% afterwards (page 410).

• Risk factor 1 (page 21): the Meritto product line, including its engagement tools and Mio AI, gave 93.46% of FY26 revenue, so weak demand for it would hit the whole company.
• Risk factor 7 (pages 27 and 28): cloud and student-engagement costs rose from 22.70% of revenue in FY24 to 36.32% in the three months to June 2026, and three vendors supplied 69.61% of them in FY26.
• Risk factor 27 (page 43): the company, promoter and directors face no criminal, regulatory or material civil case; open matters are income tax cases, one against the promoter and two against directors (pages 381 to 383).
• Risk factor 35 (page 49): auditors noted slight delays paying statutory dues such as provident fund; the company says it has since paid all, with interest (pages 49 and 50).
• Risk factor 45 (page 55): the market data, and the claims to be India's largest and only profitable player of its size, come from a report the company paid for (pages 55 and 56).

These steps follow the filing and usual main board practice in November 2026, with where NoPaperForms stands. Explainers are linked under Read next.

• SEBI observations: SEBI reviews the draft and sends comments; its letter is dated 25 March 2026 (page 537). The filing says SEBI does not vouch for the business (page 392).
• Updated draft: the UDRHP-I, dated 4 September 2026, stays public for at least 21 days, and a UDRHP-II follows if changes are needed (pages 417 and 418).
• RHP: adds the price band, lot size and dates. The filing has none, and no report of an RHP or dates was found as of 11 November 2026 (latest coverage: Inc42, 5 September 2026).
• Price band and anchors: the band is published at least two working days before opening, and anchors bid one working day earlier for up to 60% of the institutional portion (cover pages, page 67).
• Bidding and listing: bidding stays open at least three working days (page 5), and trading is expected within three working days of the close (page 65).
• Timing limit: law-firm notes say a pre-filed issue must open within 18 months of SEBI's observations; check the current rules.

Page numbers are those printed at the foot of each page of the filing; they match its contents list (for example, The Offer starts on page 67). Cover pages carry no number. In the PDF, add five to find the page. This is not investment, legal or tax advice.

• The filing: NoPaperForms Solutions Limited, Updated Draft Red Herring Prospectus-I, dated 4 September 2026, as hosted by the company: nopaperforms.com
• News for status: Inc42, 5 September 2026, report on the updated DRHP filing: inc42.com
• Context for the 18-month rule: Legal 500 (Mondaq), law-firm note on SEBI's November 2022 pre-filing amendment: legal500.com