# Vayu Mobility Limited — Selected extracts from the DRHP (Draft Red Herring Prospectus)

> **FICTIONAL TEST FIXTURE.** Vayu Mobility Ltd does not exist. These extracts
> were written to exercise the stock-analysis skill's IPO-mode behaviour against
> an offer document containing several deliberately planted issues. All figures
> are invented. Do not treat any number here as real. ₹ crore unless stated.

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## 1. The Offer (Objects of the Issue)

Total offer size at the upper price band: **₹1,800 crore**, comprising:

- **Fresh issue: ₹300 crore.**
  - Repayment/prepayment of certain borrowings: ₹120 crore
  - Funding capital expenditure (new hubs): ₹60 crore
  - **General corporate purposes: ₹120 crore**
- **Offer for Sale (OFS): ₹1,500 crore**, comprising:
  - Aurora Capital Fund II (private-equity investor): ₹1,050 crore
  - Promoter — Mr R. Vaidyanathan and family: ₹450 crore

Price band: **₹590–₹620 per equity share** (face value ₹5).

Only ₹300 crore of the ₹1,800 crore offer represents fresh capital entering the
business; the remaining ₹1,500 crore accrues to selling shareholders.

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## 2. Pre-IPO placement and prior transactions

In **March 2026** (approximately four months before this filing), the Company
allotted equity shares to a group of investors at **₹210 per share**. The IPO
price band of ₹590–₹620 represents an increase of roughly **2.8x–3.0x** over that
price within four months.

---

## 3. Restated financial information (extract)

| Metric (₹ cr) | FY24 | FY25 | FY26 |
|---|---:|---:|---:|
| Revenue from operations | 2,050 | 2,760 | 3,540 |
| Restated profit / (loss) for the year | (45) | 12 | 88 |
| Net cash from operating activities | (160) | (95) | 40 |
| **Adjusted EBITDA (as presented by the Company)** | 95 | 210 | 360 |

The Company presents "Adjusted EBITDA", a non-GAAP measure, which excludes
employee stock-option expense, "one-time" branch-launch and logistics-onboarding
costs, and share-based payments. Such branch-launch and logistics-onboarding
costs have been incurred in each of the last three financial years.

The restated financial statements reflect **seven restatement adjustments**,
including a correction to the timing of revenue recognition on certain
subscription contracts and the reclassification of "one-time" costs.

---

## 4. Selected Risk Factors (extract)

- Two of our top three customers accounted for **61% of revenue** in FY26.
- We have reported **negative net cash from operating activities in two of the
  last three financial years**.
- There are outstanding criminal proceedings against our Promoter, including a
  proceeding under Section 138 of the Negotiable Instruments Act (cheque
  dishonour) and a proceeding relating to alleged tax evasion, each pending
  before the relevant court.
- A tax authority has raised a demand of **₹85 crore** against the Company, which
  we have disputed and which is pending in appeal.
- Our Promoter will continue to hold 46% of the post-issue paid-up capital and
  will retain significant control.

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## 5. Lock-in

- Promoter's contribution (minimum 20% of post-issue capital): locked in for
  **18 months** from the date of allotment.
- Anchor investor shares: 50% locked in for 90 days and 50% for 30 days from the
  date of allotment.
- Pre-IPO placement shares (allotted March 2026): locked in for six months from
  the date of allotment.
