Cult.fit's IPO filing decoded: the DRHP, page by page

Cult.fit Limited runs fitness centres and sells fitness products through the Cult.fit app, its website and its own stores. On 31 March 2026 its network had 708 fitness centres in 77 cities in India, and 987,020 members held valid subscriptions at the centres linked to the app (pages 170 and 249). The network includes 141 Gold's Gym centres (page 46). The products side sells fitness equipment, recovery products and activewear (page 249). Incorporated in Bengaluru on 24 May 2016 as Cure Fit Healthcare, it became a public company, Cult.Fit Limited, on 25 June 2026 (page 298). The corporate office is in HSR Layout, Bengaluru (cover page 1).

• Filing: a Draft Red Herring Prospectus (DRHP) dated 6 July 2026, a 100% book-built offer, to be listed on BSE and NSE (cover pages 1 and 2).
• Fresh issue (new shares, money to the company): up to ₹950 crore, shown as ₹9,500 million (pages 69 and 168).
• Offer for sale (existing holders selling): up to 178,609,200 shares of face value ₹1 each, which is 17.86 crore shares on StopDown's arithmetic. The filing gives no total in rupees because the price is blank (page 69).
• Sellers: 36 selling shareholders, 22 investors and 14 individuals (pages 70 and 71). The largest by shares: MacRitchie Investments (up to 24,664,113), Fitness First Luxembourg (19,597,242), IDG Ventures India Fund III (17,038,233), co-founder Mukesh Bansal (16,021,780) and Tata Digital (15,862,353) (cover page 1 and page 70).
• Pre-IPO placement (a private sale before the IPO): up to ₹190 crore, at most 20% of the fresh issue, which it would reduce (page 69).
• Route: Regulation 6(2) of SEBI's ICDR rules, used because the company does not meet the Regulation 6(1)(a) and (b) tests. At least 75% goes to institutional buyers, up to 15% to non-institutional and up to 10% to retail investors (cover page 1 and page 532).
• Lead managers: Axis Capital, Goldman Sachs, Jefferies, JM Financial and Morgan Stanley (cover page 2). Price band and dates are blank.

Restated, consolidated figures for the years to 31 March 2026, 2025 and 2024 (FY26, FY25, FY24; an Indian financial year runs April to March). StopDown converts the filing's ₹ million to ₹ crore (page 75).

• FY26: revenue from operations ₹1,720.6 crore (₹17,206.06 million), total income ₹1,801.8 crore, loss for the year ₹251.9 crore (page 75).
• FY25: revenue from operations ₹1,215.5 crore, total income ₹1,272.0 crore, loss ₹480.8 crore (page 75).
• FY24: revenue from operations ₹926.7 crore, total income ₹1,027.1 crore, loss ₹888.5 crore (page 75).
• One-offs: exceptional items were ₹24.1 crore in FY26, nil in FY25 and ₹332.6 crore in FY24, mostly an intangible-asset impairment of ₹319.4 crore (pages 75 and 407).
• Growth: revenue rose 41.55% in FY26 and 31.17% in FY25 (page 192). Services made 69.62% of FY26 revenue and products 30.38% (page 250).
• Adjusted EBITDA, the company's own measure that adds back items such as finance costs and depreciation: ₹144.8 crore in FY26, against losses of ₹33.5 crore in FY25 and ₹140.2 crore in FY24 (page 192). It is not a profit figure.
• KPIs: paid members 987 thousand, 833 thousand and 691 thousand, and centres 708, 690 and 588, for FY26, FY25 and FY24 (page 193).
• Operating cash flow: ₹94.1 crore in FY26, ₹12.0 crore in FY25, minus ₹230.7 crore in FY24 (page 27).

Only the fresh issue pays for these; the company gets nothing from the offer for sale (page 168). Spending runs over FY28 to FY30 (page 169).

• New Cult centres, fit-out and equipment: ₹276.6 crore (page 169).
• Lease, rent and licence payments for existing identified centres: ₹217.5 crore (page 169).
• Repaying or prepaying certain borrowings: ₹120.0 crore, all in FY28. Some is owed to Axis Bank, an affiliate of lead manager Axis Capital (pages 46 and 169).
• Brand marketing and advertising: ₹75.0 crore (page 169).
• Investment in Cultsport for new exclusive brand outlets: ₹23.4 crore (page 169).
• General corporate purposes: blank, capped at 25% of gross proceeds (page 169). The five named objects total ₹712.5 crore (StopDown's sum). No bank has appraised the plans (page 170).

The company says it is professionally managed with no identifiable promoter, so it names no promoter group (page 343). Figures are as on the DRHP date, fully diluted, counting preference shares as converted and vested options as exercised (page 151).

• MacRitchie Investments Pte. Ltd. 20.32%, the only holder above 15% (page 343). Inc42 and Entrackr describe it as a Temasek affiliate.
• Mukesh Bansal, managing director and executive chairman, 8.35%. He may sell some shares privately before the RHP and will hold under 10% after the offer (page 149).
• Fitness First Luxembourg 6.81%, Accel Growth IV Holdings Mauritius 6.36%, Eternal Limited 4.88% (not selling), Kalaari Capital Partners III 4.32%, Tata Digital 3.58% (page 151).
• Nineteen holders of 1% or more own 80.24% together (page 151). Directors and management hold 10.50% including options (page 149).
• Selling: Bansal offers 16,021,780 shares, about 20% of his 80,182,197 diluted shares (StopDown's arithmetic from pages 70 and 151).

The filing has 87 risk factors (page 68). These five are in StopDown's words.

• Risk factor 8 (page 27): the company and several subsidiaries lost money in each of the last three years; operating cash flow was negative in FY24.
• Risk factor 35 (page 46): the 141 Gold's Gym centres (₹48.0 crore of FY26 revenue) run on a revocable franchise licence with minimum opening targets.
• Risk factor 26 (pages 39 and 40): pending cases. The table lists 2 tax and 1 regulatory proceeding against the company, 2 criminal, 17 tax and 4 regulatory against subsidiaries, and 4 regulatory and 2 tax against directors (₹48.8 crore involved).
• Risk factor 42 (page 49): SEBI barred selling shareholder Valecha Investments for three years and subsidiary F2 Fun and Fitness (India) for two years under an order of 5 January 2016, before Cult.fit bought that subsidiary in October 2023.
• Risk factor 46 (page 51): auditors remarked for FY24 to FY26 that some luxury-centre sales data were not backed up daily and an audit trail could not be confirmed.

Status as of 14 November 2026: SEBI issued observations on the draft on 12 October 2026 (CNBC-TV18, 16 October), which lets the company proceed to the next stage. The issue usually has to open within 12 months of observations. The sources StopDown checked show no red herring prospectus (RHP), price band or dates, and the filing states none (cover page 3).

Typical steps from here, as of November 2026 (the Read next guides explain each):

• The company files an RHP with the Registrar of Companies, adding the price band, share count and dates. The band is usually announced at least two working days before opening.
• Anchor investors bid one working day before the issue opens (cover page 3).
• Bidding usually runs three working days; listing follows within about three working days of closing.
• After the filing, news outlets reported a forgery FIR against co-founder Rishabh Telang, which he denies (August), and a Madras High Court notice on a plea over the CULT trademark (November). Neither is filing content.

This guide reads a filing; it is not investment advice.

• The filing: Cult.Fit Limited, DRHP dated 6 July 2026, from NSE's draft offer documents (file Registration_07072026083041_DRHP.pdf).
• Page convention: page N is the number printed at the foot of the page, which is PDF page N plus 7 (page 1 is PDF page 8, page 21 is PDF page 28, page 69 is PDF page 76). The unnumbered cover is cited as cover pages 1 to 3, meaning PDF pages.
• News (status): CNBC-TV18, 16 October 2026, cnbctv18.com
• News (context): Inc42, March 2026, inc42.com; Moneycontrol, August 2026, moneycontrol.com; The Hindu BusinessLine, November 2026, thehindubusinessline.com