South-East Asia’s IPO markets rebounded in 2025, with fewer but larger deals lifting total capital raised as investors and regulators place greater weight on resilience, disclosure quality and public company-grade governance. For finance professionals, the shift opens doors to more strategic roles in the preparation and execution of capital-raising initiatives by businesses going public for the first time.
According to Deloitte’s latest IPO report, 120 IPOs across six South-East Asian markets were completed in 2025, raising approximately US$6.5bn. While year on year the number of listings fell, total proceeds raised rose 76%, as private equity-backed offerings pushed up average deal sizes and kept capital flowing despite a narrower pipeline.
In effect, fewer companies are coming to market, but those that do are larger, more complex and increasingly sponsor-backed, with the financial sponsors, typically private equity firms, that have previously acquired the businesses now looking to exit their investment.
IPO readiness increasingly involves a reporting and governance redesign
IPO prepping
The growing dominance of private equity-backed listings is changing expectations around IPO preparation – and expanding the scope of work for accountants. For sponsor-owned companies, readiness increasingly involves a fundamental redesign of operating, reporting and governance models rather than incremental cleanup ahead of an initial public offering.
‘The services I see most in demand fall into four buckets,’ says Miguel Latorre, group director of growth and customer success at professional services company Acclime. The four categories are: forensic reviews of two to three years of financial and corporate history; strengthening group consolidation and pro forma numbers after years of buy-and-build activity; building a KPI-driven equity story for public investors; and installing public company-grade governance, internal controls and ESG reporting.
Crucially, sponsors are now starting this work much earlier. Faced with a backlog of portfolio companies seeking credible exits, heightened regulatory scrutiny and a more selective investor base, they no longer treat IPO preparation as a last-mile exercise. ‘They’re starting earlier, going deeper and viewing IPO readiness itself as part of value creation,’ Latorre explains.
Meanwhile, execution speed and certainty have become important. Private equity-backed issuers are often expected to be IPO-ready ahead of market windows while simultaneously running dual-track processes that keep trade sales or secondary transactions on the table.
‘Sponsors need to deliver distributed to paid-in capital, often via dual‑track processes, to enable issuers to be IPO‑ready ahead of market windows,’ says Chan Weng Fai, deals partner at PwC Malaysia.
Private equity effect
The growing role of private equity sponsors is also influencing how financial performance is reported to investors.
Private equity-backed companies typically arrive at IPO with sophisticated internal analytics, including detailed KPIs, cohort analysis and unit economics. While this can enhance clarity, it also introduces complexity when ‘years of acquisitions, refinancings and incentive structures’ must be translated into public-market disclosures, Latorre says.
Auditability and internal controls remain sources of execution risk
Investor focus has shifted accordingly. Earnings quality and cash conversion now take priority over adjusted EBITDA, with aggressive add-backs facing greater scepticism. Transparent working capital metrics and free cashflow have become more reliable valuation anchors. Purchase price allocations from pre-IPO bolt-on acquisitions also come in for closer attention, as amortisation of intangibles can materially affect post-listing earnings and investor perception.
‘Private equity‑backed companies want to derisk the listing, support valuation and operate as disciplined public businesses from day one,’ Chan says.
Auditability is all
Despite strong commercial narratives, advisers caution that auditability and internal controls remain among the most common sources of execution risk. And these are areas where skilled accountants can add considerable value.
Private equity-backed companies frequently struggle to reconstruct comparable financial histories following carve-outs, add-ons and internal restructurings. Defining the issuer perimeter, rebuilding historical financials and producing defensible pro forma information can be time-consuming and judgment-heavy.
Internal controls are another pressure point. While performance dashboards may be robust, controls over financial reporting are often fragmented across jurisdictions, reliant on spreadsheets, or subject to inconsistent IT and access controls.
At the same time, judgments around revenue recognition, impairment, provisions, fair value and share-based payments must be clearly documented to withstand audit and regulatory scrutiny, then translated into plain-English prospectus disclosure. ‘If these dimensions are not brought under control early, they become the hidden constraint on timetable, valuation and even feasibility,’ Latorre says.
Financial advisers act as integrators of prospectus-grade disclosures
To mitigate these risks, advisers recommend start preparing 12 to 18 months ahead of a potential listing. Key steps include running a formal IPO readiness programme, simplifying the capitalisation table, strengthening finance teams and systems, uplifting governance and dry-running quarterly closes and disclosure processes.
‘Done well, this not only meets regulatory expectations but also underpins valuation and investor confidence from day one,’ Chan says.
Adding value
The heavier readiness burden is changing adviser mandates, with financial advisers and accountants taking on a wider role beyond technical compliance. They increasingly act as integrators of prospectus-grade disclosures, translating the business into audited numbers and decision-useful narratives that meet the listing rules of the chosen venue.
The work typically places them at the centre of coordination between management, principal advisers, investment banks and legal counsel, ensuring each metric and statement can withstand regulatory scrutiny. ‘Their role is critical to building credibility and accelerating timelines,’ Chan says. ‘By front-loading the work, it will reduce surprises during regulatory review, shorten query cycles and help companies meet timelines without compromising quality.’
‘The role is critical to building credibility and accelerating timelines’
Looking ahead, sponsor-backed offerings will continue to drive South-East Asia’s IPO activity. A recent PwC report found that IPOs backed by private equity and venture capital firms accounted for four of the top 10 global IPOs in 2025, while six of those 10 delivered positive aftermarket performance.
Pre-IPO restructurings are becoming more common as a result, including entity rationalisation, working-capital normalisation and, where appropriate, spin-offs. Investors are placing greater value on clean balance sheets, resilient liquidity, derisked covenants and dividend or reinvestment policies that align with the equity story.
‘Companies that clear the runway early – by embedding strong controls, building a credible track record, and demonstrating sustainability, governance and a compelling equity story – will be ready to move when the window opens, with good pricing practices,’ Chan says.
