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SEBI’s Four IPO Nods Open a Wide Seller Window

SEBI’s observations on Cult.fit, IGX, Eswari and Sohan Lal free a 12-month listing clock, with IEX and Cult.fit’s funds set to sell shares.

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The Securities and Exchange Board of India issued IPO observations on Cult.fit and Indian Gas Exchange on October 12, 2026, then on Eswari Global Metal Industries and Sohan Lal Commodity Management a day later. That batch looks like four companies heading to market. The papers show who is actually selling.

Cult.fit can raise up to Rs 950 crore of new equity. Existing holders can also sell up to 17.86 crore shares. IGX is selling no new stock at all. Indian Energy Exchange, its promoter, is using the listing to cut a stake the gas regulator will not let it keep.

SEBI Cleared Four Files in Two Days

Observations on a draft offer document are not a listing date and not a price. They start a clock. Regular filers then have 12 months to file a red herring prospectus and open the issue. Issuers that used the confidential pre-filing route have 18 months.

Companies have already raised more than Rs 1.1 lakh crore through 96 public issues in 2026. These four letters add a fitness chain, a gas exchange, a metal recycler and an agri-logistics firm to that queue, on very different terms.

THE FOUR OBSERVATION DATES

  1. March 2026: Sohan Lal Commodity Management files draft papers through SEBI’s confidential route, so the size stays off the public docket.
  2. July 2, 2026: Eswari Global Metal Industries’ draft offer reaches SEBI, with a fresh issue of up to Rs 500 crore.
  3. July 7, 2026: Cult.fit Limited’s draft is logged as an IPO of fresh shares plus an offer for sale, with Axis Capital as lead manager.
  4. July 24, 2026: Indian Gas Exchange Limited files an OFS-only draft. SEBI issues observations on Cult.fit and IGX on October 12, 2026, and on Eswari and Sohan Lal on October 13, 2026.

Axis Capital is on Cult.fit and IGX. DAM Capital, ICICI Securities and Motilal Oswal Investment Advisors are on Eswari. Pantomath Capital Advisors is on Sohan Lal. None of the four has set a price band or a bid window.

The Cult.fit Offer Is Mostly Other People’s Shares

Cult.fit, formerly Curefit Healthcare, is a professionally managed company with no identifiable promoter. Co-founder Mukesh Bansal, who also founded Myntra, is still a large individual holder. The abridged prospectus lists a fresh issue aggregating up to Rs 9,500 million and an offer for sale of up to 17,86,09,200 equity shares of face value Rs 1. The company may also place up to Rs 190 crore before the red herring, which would cut the fresh issue.

Money from the new shares goes to Cult.fit. Money from the 17.86 crore shares goes to the people selling them. Until a price band is set, that second pile has no rupee total in the draft, and it is the pile most of the famous names are standing in.

MacRitchie Investments, the Temasek Holdings vehicle, is the largest seller by share count. Chiratae, through IDG Ventures India Fund III and Chiratae Trust, is offering up to 28.1 million shares in combined blocks. Tata Digital, Accel’s Mauritius funds, Schroders Capital, Fitness First Luxembourg and Twenty Nine Capital Partners are on the list. So is Bansal, who holds 8.02 crore shares, or 8.35 per cent, and is offering up to 1.60 crore. Actor Hrithik Roshan is named among individual sellers, without a disclosed block in the top-10 table.

CULT.FIT OFFER FOR SALE, TOP SELLERS

Selling shareholder Shares offered (up to) Avg. cost (Rs)
MacRitchie Investments (Temasek) 2,46,64,113 59.85
Fitness First Luxembourg 1,95,97,242 12.84
IDG Ventures India Fund III 1,70,38,233 36.14
Mukesh Bansal 1,60,21,780 14.51
Tata Digital 1,58,62,353 105.35
Chiratae Trust 1,10,56,131 37.26
Schroders Capital PE Asia Mauritius IV 99,15,315 44.80
Twenty Nine Capital Partners 79,12,322 27.42

Tata Digital’s filed average cost is Rs 105.35 a share. Fitness First’s is Rs 12.84. The same offer is a different payday for each holder, which is why the OFS list is the part of this file that will move more money than the gym expansion budget if the book is priced anywhere near recent private rounds.

Temasek put in another Rs 440 crore ($47 million) as recently as March 2026, taking 90,98,052 Series G preference shares at Rs 483.62 and lifting its stake to 11.88 per cent at a post-money value of Rs 13,668 crore, according to RoC allotment figures. An NCLT scheme dated March 27, 2026, folded group entities into Cult.fit Limited, and 237,622,745 preference shares are slated to convert before the red herring. Axis Capital, Goldman Sachs (India) Securities, Jefferies India, JM Financial and Morgan Stanley India are the book-running lead managers. KFin Technologies is the registrar. The shares are proposed for BSE and NSE.

Draft papers say fresh-issue proceeds will repay or prepay borrowings, fund new Cult Elite and Cult Neo centres, put money into subsidiary Cultsport for exclusive stores, cover lease payments on identified existing centres, and pay for brand marketing and general corporate use. Cult.fit will not receive the OFS proceeds.

Why IEX Must Cut Its IGX Stake

Indian Gas Exchange is India’s authorised physical-delivery gas trading venue, and its entire IPO is an offer for sale of 1,67,10,000 shares of face value Rs 10 by promoter Indian Energy Exchange. IGX receives none of the money. IEX holds 47.28 per cent of 7.50 crore pre-issue shares. Selling 1,67,10,000 shares is 22.28 per cent of the company, which takes IEX to 25.00 per cent. That is not a round number by accident.

The Petroleum and Natural Gas Regulatory Board’s Gas Exchange Regulations say that after five years of authorisation, no non-member may hold more than twenty-five percent of a gas exchange’s paid-up equity, and must divest the excess within those five years. PNGRB has given IEX time until December 31, 2026 to get there. IGX was incorporated in November 2019 as a wholly owned IEX subsidiary, opened its electronic platform in June 2020, and received PNGRB authorisation in December 2020. The board cleared an OFS-only IPO on December 2, 2025. Managing director and chief executive Rajesh Kumar Mediratta said in January that the exchange was aiming to list by December 2026, which now sits inside both the SEBI 12-month window and the PNGRB stake deadline.

WHO ELSE HOLDS IGX

  • NSE Investments: Largest public shareholder, with 24.75 per cent, just under the 25 per cent cap that now binds IEX.
  • State energy names: ONGC, GAIL (India) and Indian Oil Corporation each hold 4.92 per cent.
  • City gas: Torrent Gas and Adani Total Gas each hold 4.92 per cent.
  • The offer split: Not more than 50 per cent of the net offer is for qualified institutional buyers, not less than 35 per cent for retail, and not more than 15 per cent for non-institutional buyers.

IGX is already profitable, which is the other reason this file does not need fresh capital. Restated figures show total income of Rs 84.84 crore and profit after tax of Rs 42.02 crore in FY26, against profit of Rs 30.79 crore in FY25 and Rs 23.05 crore in FY24. Revenue from operations, a narrower line, was Rs 61 crore in FY26, Rs 48.8 crore in FY25 and Rs 34.8 crore in FY24. Draft papers citing CRISIL say the exchange handled about 2.82 per cent of India’s gas consumption in FY26. Physical delivery ran through 19 points across five of six regional hubs as of July 17, 2026. Axis Capital and Motilal Oswal Investment Advisors are the book-running lead managers.

A listed IEX is the party that walks away with the cheque. Public holders of IEX already own a claim on that subsidiary. The IPO is how that claim is partly cashed, under a hard date, while IGX itself keeps the same 7.50 crore shares in issue.

Mundra Expansion and a Promoter Share Sale

Eswari Global Metal Industries, based in Coimbatore, recycles scrap and makes value-added non-ferrous products at nine plants in Karnataka and Tamil Nadu. SEBI’s October 13, 2026 observations cover a fresh issue of up to Rs 500 crore and an offer for sale of 1,32,09,451 shares of face value Rs 2. Promoters still hold 95 per cent before the issue. A pre-IPO placement of up to Rs 100 crore, if completed, would shrink the fresh issue.

Some market notes have pegged the whole Eswari offer, including the unsized OFS, in a Rs 1,100 crore to Rs 1,300 crore range. That range is not in the draft and will move with the price band. What the draft does lock is where new money goes.

WHERE ESWARI WILL PUT THE FRESH ISSUE

  • Mundra Phase 2: Rs 150 crore for the Mundra project in Gujarat, to part-fund capital spending on the second phase of that plant.
  • Debt: Rs 250 crore to prepay or repay borrowings at the company and, through investment, at subsidiaries. Total borrowing stood at Rs 360.75 crore as of December 31, 2025.
  • The rest: General corporate purposes, inside SEBI’s cap, out of the Rs 500 crore fresh issue.

Promoters C Bharanikumar, Pradeep Chandrasekaran, Prasath Chandrasekaran, Sabarinathan Anbalagan, Hari Sudhan A, Nithin Arumugam, P Anbalagan and P Arumugam are selling, as is Palaniappan Ramalingam. The largest individual blocks are about 19.81 lakh shares each for Bharanikumar and the two Chandrasekarans.

The books are already in profit. For the nine months ended December 31, 2025, restated total income was Rs 1,431.92 crore and profit after tax was Rs 83.92 crore. Full-year FY25 income was Rs 1,457.58 crore and profit was Rs 30.16 crore. This is the one file in the batch that looks like a classic promoter-led manufacturing IPO: new shares for a plant and for debt, old shares for the family.

Sohan Lal Still Has Not Published a Size

Sohan Lal Commodity Management is the blank in the set. Founded in 2009 by Sandeep Sabharwal and based in New Delhi, it runs technology-led post-harvest agri-logistics: warehousing, procurement, collateral management and related services for farm commodities. It filed through the confidential route in March 2026, so issue size, price talk and the mix of fresh shares versus OFS are not in the public domain.

SEBI’s October 13, 2026 observations let it file an updated draft and then a red herring. The 18-month window runs to April 13, 2028. Until that updated draft is public, nobody outside the company, its bankers and the regulator can see whether this is a growth raise, a promoter exit, or both. In a week of four “cleared” IPOs, it is the one investors cannot yet underwrite.

Cult.fit Still Lost Rs 251.9 Crore in FY26

The fitness file is the one that will draw the most retail attention, and it is coming under Regulation 6(2) of SEBI’s ICDR rules because, the abridged prospectus says, the company does not fulfil Regulation 6(1)(a) and 6(1)(b). Those are the profit and net-worth tests for a standard IPO. Cult.fit is asking the public to buy a still-lossy chain that has just turned adjusted earnings before interest, tax, depreciation and amortisation positive.

As of March 31, 2026 it ran 708 centres in 77 Indian cities, a network a Redseer report cited in the draft puts at four times the next organised player. The mix includes Cult Elite (gym plus instructor-led classes), Cult Neo (equipment-led), franchised sites, marketplace gyms and Gold’s Gym-branded centres. Fitness services had 987,020 paying members in FY26 and brought in about 70 per cent of revenue. The products arm, including Cultsport, shipped more than 4.23 million items and contributed the other 30 per cent.

CULT.FIT RESTATED RESULTS

Line FY24 FY25 FY26
Revenue from operations (Rs crore) 926.66 1,215.5 1,720.6
Adjusted EBITDA (Rs crore) -140.2 -33.5 144.8
Adjusted EBITDA margin -15.13% -2.76% 8.41%
Profit after tax (Rs crore) -888.5 -480.8 -251.9

FY26 revenue of Rs 1,720.6 crore is 41.6 per cent above FY25. Adjusted EBITDA of Rs 144.8 crore is the first positive print in that three-year set. The net loss still came in at Rs 251.9 crore, narrowed from Rs 480.8 crore and Rs 888.5 crore. Adjusted EBITDA strips out finance costs, depreciation and some exceptional items, which is why a gym operator can show an 8.41 per cent margin and a nine-figure loss in the same year.

That gap is also the operating argument. Centres with hundreds of members have been shut when the four walls did not pay, including a Mumbai site members tried to keep open in 2025 on the grounds of high footfall. A national count of 708 clubs does not tell you how many of them earn their rent. The draft is explicit that part of the fresh issue will go to lease payments on existing centres and to debt, not only to new floors.

The 12-Month Clock Starts in October

Cult.fit and IGX now have until October 12, 2027 to open, unless they let the observations lapse. Eswari has until October 13, 2027. Sohan Lal has until April 13, 2028. IGX is the one with a second clock: IEX’s PNGRB extension ends December 31, 2026, so that sale is crowded into the next two and a half months if the parent wants the listing itself to do the stake work.

The first filter on all four files is the same, and it is not brand fame. How much of the bid money reaches the company, and how much leaves with people who already own it? IGX sends 100 per cent to IEX. Cult.fit sends Rs 950 crore, at most, to the gyms and the rest of a 17.86 crore-share sale to Temasek, Chiratae, Tata Digital, Accel, Bansal and the other selling names. Eswari at least earmarks Rs 400 crore of a Rs 500 crore fresh issue for a plant and for debt, while promoters sell 1.32 crore shares beside it. Sohan Lal has not said.

SEBI’s letters do not price that split. The red herrings will. Until those documents land, the October observations are a seller’s calendar, not a completed offer.

Disclaimer: This article is news reporting and analysis of SEBI observations and draft offer documents, and it is for information only. It is not investment advice, a solicitation to bid in any IPO, or a recommendation to buy or sell securities of Cult.fit, Indian Gas Exchange, Indian Energy Exchange, Eswari Global Metal Industries, Sohan Lal Commodity Management or any other company named here. Readers should consult a SEBI-registered investment adviser or other qualified financial professional before applying for shares or making any investment decision. Issue sizes, share counts, financials and timelines are taken from the cited filings and may change when red herring prospectuses, price bands and corrigenda are filed.

Harry is the editor and lead writer of CUMBERNAULD MEDIA, which he runs as an independent publication after a decade in journalism spent moving from reporting to editing. His habit is to open the document before the summary of it. A company result is read from the filing rather than the press release, a court or regulatory decision from the judgment itself, a scientific finding from the paper and its methods section rather than the headline claim, and a sporting sanction from the governing body's own ruling. That approach shapes coverage across news, business and technology as much as science, sports and entertainment, and it carries into the lifestyle, travel, auto and gaming pages, where product specifications are checked against the manufacturer's sheet and, where possible, against Harry's own testing. Every number is checked before publication, and where a source's figures are disputed the story says so. Corrections follow a public policy and are marked on the page. Readers anywhere in the world who write in get a reply from him, and the address is support@cumbernauld-media.com.

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