Episode 03  ·  02 Sep 2026  ·  Paytm

When the Institutions Said Yes and the Market Said No

Paytm cleared SEBI's mandatory QIB threshold for loss-making issuers — then lost a quarter of its value on listing day.

Mahesh Ramanujam, FCA, DISA(ICAI) · R. Mahesh & Associates, Chennai · One97 Communications (Paytm) · IPO Structure · Regulation 6(2)
This Episode — The Snapshot
CompanyOne97 Communications Ltd — parent of Paytm, digital payments and financial services platform
IPO headlineNov 2021 — ₹18,300 crore raised at ₹2,150/share, India's largest IPO at the time; implied valuation of ~₹1.39 lakh crore
The routeNo 3-year profit track record, so listed under SEBI ICDR Regulation 6(2), which required at least 75% of the net offer to be allotted to Qualified Institutional Buyers
What was establishedThe QIB portion was fully subscribed; retail investors were eligible for up to 10% of the offer, compared with the standard 35% allocation
The number underneathStock closed listing day ~27% below its ₹2,150 issue price, despite the QIB portion being fully subscribed
The turnaroundFirst profitable quarter arrived in Q1 FY26 (₹123 crore PAT) — almost four years after listing; PAT reached ₹220 crore by Q1 FY27
ThemeWhat a QIB allocation actually tells an investor about a loss-making issuer — and what it leaves unanswered
Why This Episode

A fully-subscribed QIB portion is treated, in market commentary, as a stamp of fair value. Paytm's listing shows why that reading is incomplete — and why the regulation was never designed to make that promise in the first place.

The Hook

Institutions said yes. The market said no. But neither statement meant quite what most investors thought it meant.

In November 2021, One97 Communications — Paytm's parent — raised ₹18,300 crore in what was, at the time, India's largest-ever IPO, at an issue price of ₹2,150 per share. Paytm did not meet the conventional profitability-track-record eligibility conditions, and therefore accessed the public market under Regulation 6(2), which required at least 75% of the net offer to be allotted to Qualified Institutional Buyers. Paytm's QIB portion was fully subscribed.

The stock closed listing day roughly 27% below its issue price.

The question a QIB allocation answers is "did enough institutions bid to clear the regulatory threshold?" It does not answer "did they conclude this is fairly priced?"

What the IPO Established — and What It Left Unanswered

What the IPO established

  • IPO size — ₹18,300 crore raised at ₹2,150/share
  • QIB requirement met — 75%+ of net offer, fully subscribed under Reg 6(2)
  • Retail allocation — restricted to 10%, vs. the standard 35%
  • No profitability track record — the reason Reg 6(2) applied at all
  • Implied valuation — ~₹1.39 lakh crore at issue price

What it left unanswered

  • Was the price fair? — subscription confirms demand, not agreement on value
  • What investment horizon? — QIBs are not a single, uniform buyer
  • When would profitability arrive? — no timeline was implied by the allocation itself
  • How should retail read it? — a cleared regulatory bar, not a valuation endorsement
  • What future earnings did ₹2,150 assume? — the question the price itself didn't answer
Margin Note

The numbers weren't wrong. They were incomplete for the decision an investor had to make.

The Narrative

But institutional participation is not the same thing as institutional endorsement of long-term fair value. A fully subscribed QIB portion tells us that sufficient institutional demand existed at the issue price to meet the regulatory allocation requirement. It does not, by itself, establish that those institutions regarded ₹2,150 a share — implying a valuation of roughly ₹1.39 lakh crore for a company with no annual profit — as fair value over the long term. Anchor allocations in high-demand IPOs carry their own dynamics: access, relationship value, momentum positioning. None of those are the same as an independent conclusion on price.

~27% Paytm's share price fall from issue price by close of listing day, Nov 2021 — despite a fully subscribed QIB portion

What followed was a multi-year drawdown, not a single bad day. It took until Q1 FY26 — almost four years after listing — for One97 Communications to report its first profitable quarter: ₹123 crore, against a ₹839 crore loss a year earlier, as revenue growth and operating leverage improved. That momentum has since built: ₹183 crore in Q4 FY26, and ₹220 crore in Q1 FY27 on revenue up 22% year-on-year.

The business has since delivered profitability that was still only prospective at the time of the IPO. But that does not mean every investor who participated was underwriting the same thesis, or held to the same time horizon. Anyone who bought on listing day expecting the QIB signal to mean the price was settled sat through years of drawdown to see the fundamentals catch up — and many did not hold long enough to see it.

What a QIB allocation tells you — and what it doesn't

A QIB allocation tells you: there was sufficient institutional demand at the offer price; the issue satisfied the applicable eligibility condition; and institutional investors were willing to participate at that price on that day.

It does not tell you: that the business is fairly valued; that profitability will arrive within any particular period; that the issue price reflects intrinsic value; that every QIB shares the same investment horizon; that institutions will hold the position after listing; or that the wider market will agree with the price once trading opens.

The Lesson

A QIB allocation clears a specific regulatory bar — it brings institutional capital into an issue involving a business without a conventional profit track record. It doesn't settle the price.

That distinction matters more, not less, as loss-making growth companies increasingly access public markets. The investor's task remains the same: understand the economics, the path to profitability, and — above all — what expectations are already embedded in the issue price.

The Question

"If institutions were willing to buy, what exactly were they buying?"

The price was therefore being justified by expectations of future earnings, not today's profits. The investor's real job was to decide how much of that future was already priced into ₹2,150 a share.

A QIB allocation tells you institutions were willing to participate. It doesn't tell you the price was right.

That distinction is where due diligence begins.

— Mahesh Ramanujam, FCA, DISA(ICAI) · R. Mahesh & Associates, Chennai

Sources
This newsletter is published for general information and educational purposes only. It is commentary on matters already in the public domain, drawn from company filings and contemporaneous reporting. This content does not constitute professional, legal, tax, accounting, audit, or investment advice and creates no client or advisory relationship. Views expressed are the author's own.  ·  Beyond the Financial Statements is written by Mahesh Ramanujam, FCA, DISA(ICAI), ICAI Member No. 206817, proprietor of R. Mahesh & Associates, Chartered Accountants, Egmore, Chennai – 600 008. © 2026 R. Mahesh & Associates. All rights reserved.

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