India’s leading audio and wearables brand, Imagine Marketing Limited (boAt), has refiled its Updated Draft Red Herring Prospectus (UDRHP-I) with SEBI in October 2025, nearly four years after its initial attempt in January 2022. The new filing not only signals a refreshed IPO strategy but also reflects major financial, structural, and management changes within the company.
Let’s break down the key differences between boAt’s 2022 DRHP and the 2025 UDRHP-I — and what they reveal about the company’s next growth phase.
1. IPO Size and Structure: Smaller but Sharper
boAt has taken a more calibrated approach this time.
- Total Offer Size: ₹20,000 million (2022) → ₹15,000 million (2025)
- Fresh Issue: ₹9,000 million → ₹5,000 million
- Offer for Sale (OFS): ₹11,000 million → ₹10,000 million
Interpretation:
The reduced size suggests a shift from aggressive fundraising to sustainable growth. Instead of heavy dilution, the company is raising just enough capital to strengthen operations and brand visibility.
Investors tracking boAt Unlisted Share Price can note that such recalibration often reflects realistic market expectations.
2. Financial Reporting and Auditor Update
The 2022 DRHP included data up to September 2021, while the 2025 version now presents audited numbers till June 2025 — a more current snapshot of boAt’s business.
- Auditor’s Report Date: Jan 25 2022 → Oct 17 2025
- Net Debt-to-Equity Ratio: 1.16 → 0.60
- Net Cash Flow from Operations: (₹3,398 mn outflow) → ₹4,323 mn inflow
Key Highlight:
Positive operating cash flow marks a turning point in boAt’s financial maturity, signaling efficient cost control and revenue balance.
3. Corporate and Management Updates
Promoter Changes:
Earlier (2022): Sameer Mehta and Aman Gupta
Now (2025): Sameer Ashok Mehta, Aman Gupta, and South Lake Investment Ltd.
Leadership Shifts:
- Old: Vivek Gambhir (CEO & ED)
- New: Gaurav Nayyar (CEO); Gambhir now Chairman; Aman Gupta Non-Executive Director
Meaning:
boAt is evolving from a founder-driven startup into a professionally managed consumer-tech company with stronger institutional oversight.
4. Financial & Structural Highlights
| Metric | 2022 DRHP | 2025 UDRHP-I | Key Change |
|---|---|---|---|
| Contingent Liabilities (Indirect Tax) | ₹341.98 mn | ₹2,408.43 mn | Rise due to tax cases |
| Total Borrowings | ₹7,310.57 mn | ₹5,720.50 mn | Debt reduction |
| New Liability Class | Series A & B CCPS | Added Series C CCPS | New funding structure |
| Net Cash Flow from Ops | (₹3,398.62 mn) | ₹4,323.77 mn | Turned positive |
| Net Debt/Equity Ratio | 1.16 | 0.60 | Strong balance sheet |
Takeaway:
Despite rising contingent liabilities, the company’s balance sheet has improved, showing better leverage and stronger cash flows.
5. Use of Funds: Focused Growth and Brand Building
From the ₹5,000 million fresh issue, the company plans:
| Purpose | Allocation (₹ mn) | Details |
|---|---|---|
| Working Capital | 2,250 | Expansion & inventory support |
| Brand & Marketing | 1,500 | Awareness and visibility |
| General Corporate Purposes | Balance (up to 25%) | Tech infra & distribution costs |
Pre-IPO Placement:
boAt may raise up to ₹1,000 million pre-IPO, proportionally reducing the fresh issue size.
6. New Shareholder Dynamics
The 2025 filing includes new investors like South Lake and Malabar Entities, joining through Series C CCPS in December 2022.
Promoter Sameer Mehta’s transfer of 20,000 shares in 2025 shows internal restructuring.
Implication:
A more diverse shareholder base typically enhances corporate governance and investor confidence.
7. Strategic Shift: Borrowing to Self-Sustaining Growth
While the 2022 DRHP focused on debt repayment, the 2025 version targets growth via working capital and brand investment.
It highlights boAt’s journey toward sustainable a move similar to market trends seen in Nayara Energy Unlisted Shares and OYO Unlisted Shares.
8. Governance and Oversight
With the fresh issue exceeding ₹1,000 million, boAt will appoint a Monitoring Agency as per SEBI ICDR Regulations to oversee fund deployment. Funds will be maintained only with scheduled commercial banks until utilized, ensuring transparency and discipline.
Conclusion: A Calibrated Comeback
boAt’s 2025 UDRHP shows a company that has matured strategically and financially. After facing market volatility and liquidity pressures in 2022, boAt returns with a leaner IPO, stronger cash flows, and a clear focus on brand and governance.
To stay updated on upcoming IPOs and movements in the unlisted market, you can also explore Delisted Stocks for the latest trends and company insights.
Disclaimer
This article is for informational and educational purposes only. It does not constitute financial advice or a recommendation to buy, sell, or hold any unlisted or listed shares. Investors should perform their own due diligence or consult a certified financial advisor before making investment decisions.
