SEBI's 2025 disclosure reforms: what every IPO-bound company needs to know

Through 2025, SEBI tightened the screws on offer-document quality, not with one big-bang circular, but with a series of amendments and review-practice shifts that together change what a filing-ready company looks like. If your IPO window is in the next 18 months, three areas deserve board-level attention now, not at the DRHP stage.

KPIs are now a legal exercise, not a marketing one

Key performance indicators disclosed in the DRHP must be certified, reconciled to audited financials, and consistent with every number the company has shown investors in earlier rounds. The practical trap: pitch decks from your Series B live forever. If the KPI definitions in those decks don't match your offer document, expect a query and be ready to reconcile them line by line.

Related-party hygiene has to predate the filing

Reviewers increasingly read RPT disclosures backwards, from the proposed structure to the history behind it. Promoter-group loans, shared premises, family-member vendors: none of these are fatal, but every one of them must be identified, papered and, where needed, unwound well before filing. Cleaning them up during the review is what stretches timelines.

Litigation disclosure follows materiality policy: write one

Companies are expected to adopt and apply a board-approved materiality policy for litigation disclosure, and to apply it consistently. The mistake we see: thresholds copied from a template that make no sense at the company's scale, producing either a fifty-page litigation annexure or a conspicuously thin one. Both invite questions.