Ola Electric Mobility Limited, Draft Red Herring Prospectus (Dec. 22, 2023)
Summary
Ola Electric Mobility Limited filed this Draft Red Herring Prospectus, dated December 22, 2023, for a 100% book built offer of its equity shares. The offer comprises a fresh issue aggregating up to ₹55,000 million and an offer for sale of up to 95,191,195 equity shares. Promoter Bhavish Aggarwal is offering up to 47,394,014 of those shares, at a weighted average cost of acquisition the document lists as negligible. The offer is made under Regulation 6(2) of the SEBI ICDR Regulations, and the document will be updated upon filing with the RoC.
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“Ola Electric Mobility Limited, Draft Red Herring Prospectus (Dec. 22, 2023).”
Original at cdn.olaelectric.com. Archived at Pandemic Darlings on 2026-06-27, https://pandemicdarlings.com/source-documents/ola-electric-mobility-limited-draft-red-herring-prospectus-dec-22-2023-806f08025c/
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DRAFT RED HERRING PROSPECTUS
Dated: December 22, 2023
Please read Section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer
(Please scan this QR code to view the DRHP)
OLA ELECTRIC MOBILITY LIMITED
Corporate Identity Number: U74999KA2017PLC099619
REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE
Regent Insignia, #414 Hosur Road, Pramendra Tomar Email: ipo@olaelectric.com www.olaelectric.com
3rd Floor, 4th Block, 17th Main Municipal Ward No.67, Wing C Company Secretary and Tel: +91 80 3544 0050
100 Feet Road, Koramangala Star Tech, Municipal No. 140 Compliance Officer
Bengaluru 560 034 Industrial Layout
Karnataka, India Koramangala
Bengaluru 560 095
Karnataka, India
OUR PROMOTER: BHAVISH AGGARWAL
DETAILS OF THE OFFER TO THE PUBLIC
TYPE FRESH ISSUE SIZE OF THE TOTAL OFFER ELIGIBILITY AND RESERVATIONS
SIZE OFFER FOR SALE SIZE
Fresh Issue and Fresh Issue of up to Up to 95,191,195 Up to [●] Equity The Offer is being made pursuant to Regulation 6(2) of the Securities
Offer for Sale [●] Equity Shares Equity Shares Shares aggregating and Exchange Board of India (Issue of Capital and Disclosure
aggregating up to aggregating up to up to ₹[●] million Requirements) Regulations, 2018, as amended (“SEBI ICDR
₹55,000 million ₹[●] million Regulations”). For further details, see “Other Regulatory and Statutory
Disclosures – Eligibility for the Offer” on page 349. For details in
relation to share reservation among Eligible Employees, QIBs, NIBs and
RIBs, see “Offer Structure” beginning on page 381.
DETAILS OF THE OFFER FOR SALE
NAME OF SELLING SHAREHOLDER TYPE NUMBER OF EQUITY SHARES WEIGHTED AVERAGE COST OF
OFFERED/ AMOUNT (₹ IN ACQUISITION PER EQUITY
MILLION) SHARE
(IN ₹)*#
Bhavish Aggarwal Promoter Selling Shareholder Up to 47,394,014 Equity Shares Negligible
aggregating up to ₹[●] million
Indus Trust Promoter Group Selling Up to 4,178,996 Equity Shares Nil
Shareholder aggregating up to ₹[●] million
Alpha Wave Ventures II, LP Investor Selling Shareholder Up to 3,782,883 Equity Shares 62.38
aggregating up to ₹[●] million
Alpine Opportunity Fund VI, L.P. Investor Selling Shareholder Up to 630,336 Equity Shares 111.51
aggregating up to ₹[●] million
DIG Investment IV AB Investor Selling Shareholder Up to 839,941 Equity Shares 87.90
aggregating up to ₹[●] million
Internet Fund III Pte Ltd Investor Selling Shareholder Up to 6,360,891 Equity Shares 11.70
aggregating up to ₹[●] million
MacRitchie Investments Pte. Ltd. Investor Selling Shareholder Up to 1,354,978 Equity Shares 75.11
aggregating up to ₹[●] million
Matrix Partners India Investments III, LLC Investor Selling Shareholder Up to 3,727,534 Equity Shares 8.22
aggregating up to ₹[●] million
SVF II Ostrich (DE) LLC Investor Selling Shareholder Up to 23,857,268 Equity Shares 50.94
aggregating up to ₹[●] million
Tekne Private Ventures XV, Ltd. Investor Selling Shareholder Up to 975,581 Equity Shares 113.12
aggregating up to ₹[●] million
*As certified by B.B. & Associates, Chartered Accountants, by their certificate dated December 22, 2023.
#
Calculated on a fully diluted basis.
For further details, see “The Offer” beginning on page 64.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is
₹10. The Floor Price and Cap Price, determined by our Company and Selling Shareholders, in consultation with the Book Running Lead Managers, and the Offer
Price determined by our Company, in consultation with the Selling Shareholders and the Book Running Lead Managers, in accordance with the SEBI ICDR
Regulations, and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer
Price” beginning on page 117 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance
can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the
risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an
investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer
have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the
contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 28.
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with
regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and
correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and that there are no
other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and only confirms the statements
specifically made or confirmed by such Selling Shareholder in this Draft Red Herring Prospectus solely in relation to such Selling Shareholder and its respective
portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect.
Each of the Selling Shareholders, severally and not jointly, assumes no responsibility for any other statements, disclosures and undertakings, including, any of the
statements, disclosures or undertakings made or confirmed by or in relation to our Company or our Company’s business, or any other Selling Shareholders or any
other person(s), in this Draft Red Herring Prospectus.
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited (“BSE”) and
National Stock Exchange of India Limited (“NSE” and together with BSE, the “Stock Exchanges”). For the purposes of the Offer, the Designated Stock Exchange
shall be [●].
BOOK RUNNING LEAD MANAGERS
Book Running Lead Managers Contact Email and Book Running Lead Managers Contact Email and
person Telephone person Telephone
Ganesh Rane E-mail: Harsh E-mail:
olaelectric.ipo@kota Agarwal olaelectricipo@citi.c
k.com; om;
Tel: +91 22 4336 Tel: +91 22 6175
0000 Citigroup Global Markets India Private 9999
Kotak Mahindra Capital Company
Limited Limited
Yash Nair E-mail: Rohan Johar/ E-mail:
dg.ola_electric_ipo@ Anant Gupta olaevipo@gs.com;
bofa.com; Tel: +91 22 6616
Tel: +91 22 6632 9000
BofA Securities India Limited 8000 Goldman Sachs (India) Securities
Private Limited
Pavan Naik E-mail: Ashik Joisar E-mail:
olaelectric.ipo@axisc / Shekhar olaelectricipo@icicis
ap.in; Asnani ecurities.com;
Tel: +91 22 4325 Tel: +91 22 6807
2183 ICICI Securities Limited 7100
Axis Capital Limited
Sambit E-mail: Nivedika E-mail:
Rath/Karan olaelectric.ipo@sbica Chavan olaelectric.ipo@bobc
Savardekar ps.com; aps.in;
SBI Capital Markets Limited Tel: +91 22 4006 Tel: +91 22 6138
9807 BOB Capital Markets Limited 9353
REGISTRAR TO THE OFFER
Name of the Registrar Contact person E-mail and Telephone
Link Intime India Private Limited Shanti Gopalkrishnan E-mail: olaelectric.ipo@linkintime.co.in
Tel: +91 810 811 4949
BID/OFFER PERIOD
ANCHOR INVESTOR [●](1) BID/ OFFER OPENS ON [●] BID/ [●](2)(3)
BIDDING DATE OFFER
CLOSES
ON
(1)
Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor
Investor Bid/ Offer Period shall be one Working Day prior to the Bid/ Offer Opening Date.
(2)
Our Company and Selling Shareholders, in consultation with the BRLMs, may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the
Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations.
(3)
The UPI mandate end time and date shall be at 5.00 p.m. on the Bid/Offer Closing Date.
DRAFT RED HERRING PROSPECTUS
Dated: December 22, 2023
Please read Section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer
OLA ELECTRIC MOBILITY LIMITED
Our Company was incorporated as ‘Ola Electric Mobility Private Limited’ at Bengaluru, Karnataka as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated February 3, 2017, issued by the Registrar of Companies, Central
Registration Centre. Subsequently, our Company was converted to a public limited company and the name of our Company changed to ‘Ola Electric Mobility Limited’ pursuant to a Shareholders’ resolution dated October 5, 2023 and a fresh certificate of incorporation dated
November 17, 2023 was issued by the Registrar of Companies, Karnataka at Bengaluru (“RoC”). For further details, see “History and Certain Corporate Matters – Brief History of our Company” on page 199.
Registered Office: Regent Insignia, #414, 3rd Floor, 4th Block, 17th Main, 100 Feet Road, Koramangala, Bengaluru 560 034, Karnataka, India;
Tel: +91 80 3544 0050; Website: www.olaelectric.com; Contact person: Pramendra Tomar, Company Secretary and Compliance Officer;
E-mail: ipo@olaelectric.com; Corporate Identity Number: U74999KA2017PLC099619
OUR PROMOTER: BHAVISH AGGARWAL
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“EQUITY SHARES”) OF OLA ELECTRIC MOBILITY LIMITED (OUR “COMPANY” OR THE “COMPANY”) FOR CASH AT A PRICE OF ₹[●]
PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹[●] MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING
UP TO ₹55,000 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 95,191,195 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION (THE “OFFER FOR SALE”), CONSISTING OF UP TO 47,394,014 EQUITY SHARES
AGGREGATING UP TO ₹[●] MILLION BY BHAVISH AGGARWAL, UP TO 4,178,996 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY INDUS TRUST, UP TO 295,470 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY
AB INITIO CAPITAL, L.P., UP TO 3,782,883 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY ALPHA WAVE VENTURES II, LP, UP TO 630,336 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY ALPINE OPPORTUNITY
FUND VI, L.P., UP TO 17,717 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY ASHNA ADVISORS LLP, UP TO 514,565 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY BARRY S. STERNLICHT, UP TO 839,941 EQUITY
SHARES AGGREGATING UP TO ₹[●] MILLION BY DIG INVESTMENT IV AB, UP TO 6,360,891 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY INTERNET FUND III PTE LTD, UP TO 1,354,978 EQUITY SHARES AGGREGATING
UP TO ₹[●] MILLION BY MACRITCHIE INVESTMENTS PTE. LTD., UP TO 89,000 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY MATRIX PARTNERS INDIA III AIF TRUST, UP TO 3,727,534 EQUITY SHARES AGGREGATING
UP TO ₹[●] MILLION BY MATRIX PARTNERS INDIA INVESTMENTS III, LLC, UP TO 358,228 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY NUVAMA PRIVATE INVESTMENTS TRUST-NUVAMA CROSSOVER
OPPORTUNITIES FUND – SERIES III, UP TO 278,619 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY NUVAMA PRIVATE INVESTMENTS TRUST-NUVAMA CROSSOVER OPPORTUNITIES FUND – SERIES III A, UP TO 278,644
EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY NUVAMA PRIVATE INVESTMENTS TRUST-NUVAMA CROSSOVER OPPORTUNITIES FUND – SERIES III B, UP TO 256,530 EQUITY SHARES AGGREGATING UP TO ₹[●]
MILLION BY SARIN FAMILY INDIA LLC, UP TO 23,857,268 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY SVF II OSTRICH (DE) LLC AND UP TO 975,581 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY TEKNE
PRIVATE VENTURES XV, LTD. (COLLECTIVELY, THE “SELLING SHAREHOLDERS” AND SUCH EQUITY SHARES, THE “OFFERED SHARES”).
THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES, AGGREGATING UP TO ₹[●] MILLION (CONSTITUTING UP TO [●] % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL, FOR SUBSCRIPTION BY
ELIGIBLE EMPLOYEES (“EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL
CONSTITUTE [●] % AND [●] % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, MAY CONSIDER A FURTHER
ISSUE OF EQUITY SHARES AS MAY BE PERMITTED UNDER APPLICABLE LAW TO ANY PERSON(S)) OF [●] EQUITY SHARES FOR AN AMOUNT AGGREGATING UP TO ₹11,000 MILLION, AT ITS DISCRETION, PRIOR TO THE FILING
OF THE RED HERRING PROSPECTUS WITH THE ROC (“PRE-IPO PLACEMENT”). IF THE PRE-IPO PLACEMENT IS UNDERTAKEN, THE FRESH ISSUE SIZE WILL BE REDUCED TO THE EXTENT OF SUCH PRE-IPO PLACEMENT,
SUBJECT TO THE OFFER COMPLYING WITH RULE 19(2)(B) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS AMENDED (“SCRR”).
THE PRICE BAND AND THE MINIMUM BID LOT SHALL BE DECIDED BY OUR COMPANY AND SELLING SHAREHOLDERS, IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF [●], AN ENGLISH
NATIONAL DAILY NEWSPAPER, ALL EDITIONS OF [●], A HINDI NATIONAL DAILY NEWSPAPER AND THE [●] EDITION OF [●], A KANNADA DAILY NEWSPAPER (KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA,
WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES
FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
In case of any revision in the Price Band, the Bid/ Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or
similar circumstances, our Company and Selling Shareholders, may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of three Working Days, subject to the Bid/ Offer Period not exceeding 10 Working Days.
Any revision in the Price Band and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the BRLMs and at the terminals
of the Syndicate Members and by intimation to the Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor Bank(s), as applicable.
This is an Offer in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. This Offer is being made through the Book Building Process in compliance with Regulation 6(2) of the SEBI ICDR Regulations wherein not less than 75% of the
Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”) provided that our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price, in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation
on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors) including Mutual Funds, subject to valid Bids being received at or above the Offer
Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not
more than 15% of the Offer shall be available for allocation to NIBs of which (a) one third portion shall be reserved for Bidders with application size of more than ₹200,000 and up to ₹1,000,000; and (b) two-thirds of the portion shall be reserved for Bidders with application
size of more than ₹1,000,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to Bidders in other sub-category of the NIBs in accordance with SEBI ICDR Regulations, subject to valid Bids being received above the Offer Price and
not more than 10% of the Offer shall be available for allocation to Retail Individual Bidders (“RIB”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. Further, Equity Shares will be allocated on a
proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked
Amount (“ASBA”) process by providing details of their respective ASBA accounts and UPI ID (in case of UPI Bidders (defined herein) using the UPI Mechanism), in which case the corresponding Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism,
as applicable to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion of the Offer through the ASBA process. For details, see “Offer Procedure” beginning on page 385.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹10 each. The Floor Price and Cap Price, determined by our Company and Selling Shareholders, in consultation
with the BRLMs, and the Offer Price determined by our Company, in consultation with the Selling Shareholders and the BRLMs, on the basis of assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price”
beginning on page 117, in accordance with the SEBI ICDR Regulations, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity
Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an
investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by SEBI, nor does SEBI
guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 28.
COMPANY AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained
in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring
Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and only confirms the statements specifically made
or confirmed by such Selling Shareholder in this Draft Red Herring Prospectus solely in relation to such Selling Shareholder and its respective portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not
misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assumes no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or in relation
to our Company or our Company’s business, or any other Selling Shareholders or any other person(s), in this Draft Red Herring Prospectus.
LISTING
The Equity Shares to be Allotted through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters dated [●] and [●],
respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be delivered to the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the
material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” beginning on page 414.
BOOK RUNNING LEAD MANAGERS TO THE OFFER
Kotak Mahindra Capital Company Limited Citigroup Global Markets India Private Limited BofA Securities India Limited Goldman Sachs (India) Securities Private Limited
1st Floor, 27 BKC, Plot No. C – 27 1202, 12th Floor Ground Floor, “A” Wing, One BKC 951-A, Rational House
“G” Block, Bandra Kurla Complex First International Financial Center “G” Block Bandra Kurla Complex Appasaheb Marathe Marg, Prabhadevi
Bandra (East) G – Block Bandra (East), Mumbai 400 051 Mumbai 400 025
Mumbai 400 051 Bandra Kurla Complex, Bandra (East) Maharashtra, India Maharashtra, India
Maharashtra, India Mumbai 400 098 Tel : +91 22 6632 8000 Tel: +91 22 6616 9000
Tel: +91 22 4336 0000 Maharashtra, India E mail : dg.ola_electric_ipo@bofa.com E-mail: olaevipo@gs.com
E-mail: olaelectric.ipo@kotak.com Tel: +91 22 6175 9999 Website : https://business.bofa.com/bofas-india Website: www.goldmansachs.com
Website: https://investmentbank.kotak.com E-mail: olaelectricipo@citi.com Investor Grievance ID: dg.india_merchantbanking@bofa.com Investor Grievance ID : india-client-support@gs.com
Investor Grievance ID: kmccredressal@kotak.com Website: Contact Person : Yash Nair Contact Person: Rohan Johar / Anant Gupta
Contact Person: Ganesh Rane www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm SEBI Registration Number : INM000011625 SEBI Registration Number: INM000011054
SEBI Registration Number: INM000008704 Investor Grievance ID: investors.cgmib@citi.com
Contact Person: Harsh Agarwal :
SEBI Registration Number: INM000010718
REGISTRAR TO THE OFFER
Axis Capital Limited ICICI Securities Limited SBI Capital Markets Limited BOB Capital Markets Limited Link Intime India Private Limited
1st Floor, Axis House ICICI Venture House, Appasaheb Marathe Marg 1501, 15th floor, A & B Wing 1704, B Wing, 17th Floor, Parinee Crescenzo C-101, 1st Floor, 247 Park
C-2 Wadia International Centre Prabhadevi, Mumbai 400 025 Parinee Crescenzo, G Block Plot No. C –38/39, G Block L.B.S. Marg, Vikhroli West
Pandurang Budhkar Marg Maharashtra, India Bandra Kurla Complex, Bandra (East) Bandra Kurla Complex Mumbai 400 083
Worli, Mumbai 400 025 Tel: +91 22 6807 7100 Mumbai 400 051 Bandra (East) Mumbai 400 051 Maharashtra, India
Maharashtra, India E-mail: olaelectricipo@icicisecurities.com Maharashtra, India Maharashtra, India Tel: +91 810 811 4949
Tel: +91 22 4325 2183 Website: www.icicisecurities.com Tel: +91 22 4006 9807 Tel: : +91 22 6138 9353 E-mail: olaelectric.ipo@linkintime.co.in
E-mail: olaelectric.ipo@axiscap.in Investor Grievance ID: E-mail: olaelectric.ipo@sbicaps.com E-mail: olaelectric.ipo@bobcaps.in Website: www.linkintime.co.in
Website: www.axiscapital.co.in customercare@icicisecurities.com Website: wwww.sbicaps.com Website: www.bobcaps.in Investor Grievance ID:
Investor Grievance ID: complaints@axiscap.in Contact Person: Ashik Joisar / Shekhar Asnani Investor Grievance ID: Investor Grievance ID: olaelectric.ipo@linkintime.co.in
Contact Person: Pavan Naik SEBI Registration Number: INM000011179 investor.relations@sbicaps.com investorgrievance@bobcaps.in Contact Person: Shanti Gopalkrishnan
SEBI Registration Number: INM000012029 Contact Person: Sambit Rath/Karan Savardekar Contact Person: Nivedika Chavan SEBI Registration Number: INR000004058
SEBI Registration Number: INM000003531 SEBI Registration Number: INM000009926
BID/ OFFER PERIOD
BID/ OFFER OPENS ON [●](1)
BID/ OFFER CLOSES ON [●](2)(3)
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/ Offer Opening Date.
(2) Our Company and Selling Shareholders, in consultation with the BRLMs, may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations
(3) The UPI mandate end time and date shall be at 5.00 p.m. on the Bid/Offer Closing Date.
TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 1
OFFER DOCUMENT SUMMARY ...................................................................................................................................... 13
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION ..................................................................................................................................... 22
FORWARD-LOOKING STATEMENTS ............................................................................................................................. 26
SECTION II: RISK FACTORS ............................................................................................................................................. 28
SECTION III: INTRODUCTION.......................................................................................................................................... 64
THE OFFER .......................................................................................................................................................................... 64
SUMMARY OF FINANCIAL INFORMATION ................................................................................................................. 66
GENERAL INFORMATION ................................................................................................................................................ 71
CAPITAL STRUCTURE ...................................................................................................................................................... 79
OBJECTS OF THE OFFER .................................................................................................................................................. 97
BASIS FOR OFFER PRICE ................................................................................................................................................ 117
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS .............................................................................................. 124
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 129
INDUSTRY OVERVIEW ................................................................................................................................................... 129
OUR BUSINESS ................................................................................................................................................................. 153
KEY REGULATIONS AND POLICIES ............................................................................................................................ 189
HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................................... 199
OUR MANAGEMENT ....................................................................................................................................................... 210
OUR PROMOTER AND PROMOTER GROUP................................................................................................................ 225
OUR GROUP COMPANIES .............................................................................................................................................. 228
DIVIDEND POLICY .......................................................................................................................................................... 231
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 232
RESTATED CONSOLIDATED FINANCIAL INFORMATION ...................................................................................... 232
OTHER FINANCIAL INFORMATION ............................................................................................................................. 305
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
............................................................................................................................................................................................. 308
CAPITALISATION STATEMENT .................................................................................................................................... 335
FINANCIAL INDEBTEDNESS ......................................................................................................................................... 336
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 339
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ......................................................................... 339
GOVERNMENT AND OTHER APPROVALS ................................................................................................................. 344
OTHER REGULATORY AND STATUTORY DISCLOSURES ...................................................................................... 349
SECTION VII: OFFER INFORMATION .......................................................................................................................... 375
TERMS OF THE OFFER .................................................................................................................................................... 375
OFFER STRUCTURE ......................................................................................................................................................... 381
OFFER PROCEDURE ........................................................................................................................................................ 385
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................... 403
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION ......... 405
SECTION IX: OTHER INFORMATION ........................................................................................................................... 414
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................ 414
DECLARATION ................................................................................................................................................................... 416
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies or unless otherwise specified, shall have the meanings as provided below. References to any legislation, act, regulation,
rules, guidelines, clarifications or policies or articles of association or memorandum of association shall be to such legislation,
act, regulation, rules, guidelines, clarifications or policies or articles of association or memorandum of association as amended,
supplemented or re-enacted from time to time, and any reference to a statutory provision shall include any subordinate
legislation made from time to time under that provision. In case of any inconsistency between the definitions given below and
the definitions contained in the General Information Document, the definitions given below shall prevail.
The words and expressions used in this Draft Red Herring Prospectus but not defined herein shall have, to the extent applicable,
the same meanings ascribed to such terms under the SEBI ICDR Regulations, the SEBI Act, the Companies Act, the SCRA, the
Depositories Act and the rules and regulations notified thereunder.
Notwithstanding the foregoing, the terms used in “Objects of the Offer”, “Basis for Offer Price”, “Statement of Possible
Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”,
“Restated Consolidated Financial Information”, “Financial Indebtedness”, “Outstanding Litigation and Material
Developments”, “Other Regulatory and Statutory Disclosures” and “Description of Equity Shares and Terms of Articles of
Association” beginning on pages 97, 117, 124, 129, 189, 199, 232, 336, 339, 349 and 405, respectively, shall have the meanings
ascribed to them in the relevant section.
General Terms
Term Description
“our Company” or “the Company” Ola Electric Mobility Limited, a public limited company incorporated under the Companies Act, 2013,
having its Registered Office at Regent Insignia, #414, 3rd Floor, 4th Block, 17th Main, 100 Feet Road,
Koramangala, Bengaluru 560 034, Karnataka, India
“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company and our Subsidiaries, together
Company Related Terms
Term Description
“Articles of Association” or The articles of association of our Company, as amended
“AoA” or “Articles”
“Audit Committee” The audit committee of our Board, as described in “Our Management – Committees of our Board –
Audit Committee” on page 215
“Auditors” or “Statutory B S R & Co. LLP, Chartered Accountants
Auditors”
“Board” or “Board of Directors” The board of directors of our Company, as described in “Our Management” beginning on page 210
“BIC” Our battery innovation centre at Bengaluru, Karnataka
“Chief Financial Officer” Chief Financial Officer of our Company, being Harish Abichandani
“Class B Equity Shares” Class B equity shares of our Company having face value of ₹10 each. For further details on
reclassification of Class B equity shares, see “Capital Structure – Notes to the Capital Structure – Share
capital history of our Company – Equity Share capital” on page 80
“Company Secretary and Company Secretary and Compliance Officer of our Company, being Pramendra Tomar
Compliance Officer”
“Corporate Office” The Corporate Office of our Company is located at Hosur Road, Municipal Ward No.67, Wing C, Star
Tech, Municipal No. 140 Industrial Layout, Koramangala, Bengaluru 560 095, Karnataka, India
“Director(s)” The directors on our Board, as appointed from time to time
“D&B Report” The report in relation to the Project titled ‘Project Cost Vetting Report’ provided by Dun & Bradstreet
dated December 21, 2023
“Equity Shares” Equity shares of our Company having face value of ₹10 each
“ESOP Scheme” Ola Electric Mobility Limited Employees’ Equity Linked Incentive Plan 2019
“Executive Director(s)” The executive Directors on our Board, as disclosed in “Our Management” beginning on page 210
“Founder” or “Promoter” or Promoter of our Company, being Bhavish Aggarwal. For details, please see “Our Promoter and
“Promoter Selling Shareholder” Promoter Group” beginning on page 225
“Group Company” Group companies of our Company in accordance with Regulation 2(1)(t) of the SEBI ICDR
Regulations, as disclosed in “Our Group Companies” beginning on page 228
“Independent Chartered B.B. & Associates, Chartered Accountants
Accountant”
“Independent Directors” Independent Directors on our Board, as disclosed in “Our Management” beginning on page 210
“Investor Selling Shareholders” Ab Initio Capital, L.P., Alpha Wave Ventures II, LP, Alpine Opportunity Fund VI, L.P., Ashna Advisors
LLP, Barry S. Sternlicht, DIG Investment IV AB, Internet Fund III Pte Ltd, MacRitchie Investments
Pte. Ltd., Matrix Partners India III AIF Trust, Matrix Partners India Investments III, LLC, Nuvama
Private Investments Trust-Nuvama Crossover Opportunities Fund - Series III, Nuvama Private
Investments Trust-Nuvama Crossover Opportunities Fund - Series III A, Nuvama Private Investments
1
Term Description
Trust-Nuvama Crossover Opportunities Fund - Series III B, Sarin Family India LLC, SVF II Ostrich
(DE) LLC and Tekne Private Ventures XV, Ltd.
“IPO Committee” The IPO committee of our Board
“IPO SHA Amendment IPO SHA Amendment Agreement dated December 7, 2023, to the Shareholders’ Agreement entered
Agreement” among our Company, Bhavish Aggarwal, Matrix Partners India Investments III, LLC, Matrix Partners
India III AIF Trust, Internet Fund III Pte Ltd, Hyundai Motor Company, Kia Corporation, SVF II
Ostrich (DE) LLC, Alpha Wave Ventures II, LP, Tekne Private Ventures XV, Ltd., Ab Initio Capital,
L.P., Alpine Opportunity Fund VI, L.P., MacRitchie Investments Pte. Ltd., V-Sciences Investments Pte
Ltd and ANI Technologies Private Limited
“Key Managerial Personnel” or Key managerial personnel of our Company in accordance with Regulation 2(1)(bb) of the SEBI ICDR
“KMP” Regulations and Section 2(51) of the Companies Act and as disclosed in “Our Management – Key
Managerial Personnel” on page 221
“Material Subsidiary” Ola Electric Technologies Private Limited
“Memorandum of Association” or Memorandum of association of our Company, as amended
“MoA”
“Nomination and Remuneration The nomination and remuneration committee of our Board, as described in “Our Management –
Committee” Committees of our Board – Nomination and Remuneration Committee” on page 217
“Non-executive Director(s)” Non-executive directors (other than the Independent Directors) on our Board, as disclosed in “Our
Management” beginning on page 210
“OCRPS” Optionally convertible redeemable preference shares of face value ₹10 each
“OCT” Ola Cell Technologies Private Limited
“OEC” Ola Electric Charging Private Limited
“OET” Ola Electric Technologies Private Limited
“Preference Shares” or “CCPS” Collectively, Series A CCPS, Series A1 CCPS, Series B CCPS, Series C CCPS, Series C1 CCPS, Series
D CCPS and Series E CCPS
“Project” Expansion of the capacity of our cell manufacturing plant (Ola Gigafactory) from 5 GWh to 6.4 GWh,
classified as phase 2 under the expansion plan
“Promoter Group” The individuals and the entities constituting the promoter group of our Company in terms of Regulation
2(1)(pp) of the SEBI ICDR Regulations, as described in “Our Promoter and Promoter Group”
beginning on page 225
“Promoter Group Selling Indus Trust
Shareholder”
“Registered Office” The Registered Office of our Company is located at Regent Insignia, #414, 3rd Floor, 4th Block, 17th
Main, 100 Feet Road, Koramangala, Bengaluru 560 034, Karnataka, India
“Registrar of Companies” or Registrar of Companies, Karnataka at Bengaluru
“RoC”
“Restated Consolidated Financial Restated consolidated financial information of our Company and our Subsidiaries as at and for the three-
Information” months period ended June 30, 2023, and as at and for the years ended March 31, 2023, March 31, 2022
and March 31, 2021 comprising the restated consolidated statement of assets and liabilities as at June
30, 2023, March 31, 2023, March 31, 2022 and March 31, 2021, the restated consolidated statement of
profit and loss (including other comprehensive income), the restated consolidated statement of changes
in equity, the restated consolidated statement of cash flow, for the three-months period ended June 30,
2023, and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021, the summary
statement of significant accounting policies and other explanatory notes, prepared in accordance with
Ind AS and as per requirement of Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI
ICDR Regulations, as amended and the Guidance Note on ‘Reports in Company Prospectuses (Revised
2019)’ issued by the Institute of Chartered Accountants of India, as amended from time to time
“Risk Management Committee” The risk management committee of our Board, as described in “Our Management – Committees of our
Board – Risk Management Committee” on page 219
“Selling Shareholders” Promoter Selling Shareholder, Promoter Group Selling Shareholder and Investor Selling Shareholders
“Senior Management Personnel” Senior management personnel of our Company in accordance with Regulation 2(1)(bbbb) of the SEBI
ICDR Regulations and as disclosed in “Our Management – Senior Management Personnel” on page
221
“Series A CCPS” Compulsorily convertible series A preference shares having face value ₹10 each
“Series A1 CCPS” Compulsorily convertible series A1 preference shares having face value ₹10 each
“Series B CCPS” Compulsorily convertible series B preference shares having face value ₹10 each
“Series C1 CCPS” Compulsorily convertible series C1 preference shares having face value ₹10 each
“Series C CCPS” Compulsorily convertible series C preference shares having face value ₹10 each
“Series D CCPS” Compulsorily convertible series D preference shares having face value ₹10 each
“Series E CCPS” Compulsorily convertible series E preference shares having face value ₹10 each
“SHA” or “Shareholders’ Amended and restated shareholders’ agreement dated December 7, 2023 (including the deeds of
Agreement” accession and deeds of adherence executed in its terms thereof) entered into by and among our
Company, Bhavish Aggarwal, Matrix Partners India Investments III, LLC, Matrix Partners India III
AIF Trust, Internet Fund III Pte Ltd, Hyundai Motor Company, Kia Corporation, SVF II Ostrich (DE)
LLC, Alpha Wave Ventures II, LP, Tekne Private Ventures XV, Ltd., Ab Initio Capital, L.P., Alpine
Opportunity Fund VI, L.P., MacRitchie Investments Pte. Ltd., V-Sciences Investments Pte Ltd and ANI
Technologies Private Limited and further amended pursuant to the IPO SHA Amendment Agreement
and Second IPO SHA Amendment Agreement
“Shareholder(s)” Shareholder(s) of our Company from time to time
“Second IPO SHA Amendment Second IPO SHA Amendment Agreement dated December 19, 2023, to the Shareholders’ Agreement
2
Term Description
Agreement” entered among our Company, Bhavish Aggarwal, Matrix Partners India Investments III, LLC, Matrix
Partners India III AIF Trust, Internet Fund III Pte Ltd, Hyundai Motor Company, Kia Corporation, SVF
II Ostrich (DE) LLC, Alpha Wave Ventures II, LP, Tekne Private Ventures XV, Ltd., Ab Initio Capital,
L.P., Alpine Opportunity Fund VI, L.P., MacRitchie Investments Pte. Ltd., V-Sciences Investments Pte
Ltd and ANI Technologies Private Limited
“Stakeholders Relationship The stakeholders’ relationship committee of our Board, as described in “Our Management – Committees
Committee” of our Board – Stakeholders Relationship Committee” on page 218
“Subsidiary” or “our Subsidiary” The subsidiaries of our Company namely, Ola Electric Technologies Private Limited, Ola Electric
or “Subsidiaries” Charging Private Limited, Ola Cell Technologies Private Limited, Ola Electric Mobility Inc., Ola
Electric Mobility B.V., Ola Electric UK Private Limited, Ola Electric Technologies B.V., Etergo B.V.,
Etergo Operations B.V. and EIA Trading (Shanghai) Co. Ltd., as disclosed in “History and Certain
Corporate Matters – Our Subsidiaries” on page 202
Offer Related Terms
Term Description
“Acknowledgement Slip” The slip or document to be issued by a Designated Intermediary to a Bidder as proof of registration of
the Bid cum Application Form
“Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue and
“Allotted” transfer of Offered Shares pursuant to the Offer for Sale, in each case to successful Bidders
“Allotment Advice” The note or advice or intimation of Allotment sent to each of the successful Bidders who have been or
are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated
Stock Exchange
“Allottee” A successful Bidder to whom the Equity Shares are Allotted
“Anchor Investor(s)” A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who has Bid
for an amount of at least ₹100 million
“Anchor Investor Allocation The price at which Equity Shares will be allocated to the Anchor Investors during the Anchor Investor
Price” Bid Period in terms of the Red Herring Prospectus and the Prospectus, which will be determined by our
Company, in consultation with the BRLMs
“Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion in
Form” accordance with the requirements specified under the SEBI ICDR Regulations and the Red Herring
Prospectus
“Anchor Investor Bidding Date” The day, being one Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor
or “Anchor Investor Bid/ Offer Investors shall be submitted, prior to and after which the Book Running Lead Managers will not accept
Period” any Bids from Anchor Investors, and allocation to Anchor Investors shall be completed
“Anchor Investor Offer Price” The final price at which the Equity Shares will be Allotted to Anchor Investors in terms of the Red
Herring Prospectus and the Prospectus, which will be equal to or higher than the Offer Price but not
higher than the Cap Price.
The Anchor Investor Offer Price will be determined by our Company, in consultation with the Selling
Shareholders and the BRLMs
“Anchor Investor Pay-in Date” With respect to Anchor Investor(s), the Anchor Investor Bid/ Offer Period, and in the event the Anchor
Investor Allocation Price is lower than the Anchor Investor Offer Price, not later than two Working
Days after the Bid/ Offer Closing Date
“Anchor Investor Portion” Up to 60% of the QIB Portion, which may be allocated by our Company in consultation with the
BRLMs, to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in
accordance with the SEBI ICDR Regulations
“Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and authorising
Blocked Amount” or “ASBA” an SCSB to block the Bid Amount in the ASBA Account and will include applications made by UPI
Bidders using the UPI Mechanism where the Bid Amount will be blocked upon acceptance of UPI
Mandate Request by the UPI Bidders using the UPI Mechanism
“ASBA Account” A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form
submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form and
includes the account of a UPI Bidder in which the Bid Amount is blocked upon acceptance of a UPI
Mandate Request made by the UPI Bidders using the UPI Mechanism
“ASBA Bid” A Bid made by an ASBA Bidder
“ASBA Bidders” All Bidders except Anchor Investors
“ASBA Form” An application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which will
be considered as the application for Allotment in terms of the Red Herring Prospectus and the Prospectus
“Axis” Axis Capital Limited
“Banker(s) to the Offer” Collectively, the Escrow Collection Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s)
and the Refund Bank(s), as the case may be
“Basis of Allotment” The basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as described
in “Offer Procedure” beginning on page 385
3
Term Description
“Bid” An indication to make an offer during the Bid/ Offer Period by an ASBA Bidder pursuant to submission
of the ASBA Form, or during the Anchor Investor Bid/ Offer Period by an Anchor Investor, pursuant to
submission of the Anchor Investor Application Form, to subscribe to the Equity Shares at a price within
the Price Band, including all revisions and modifications thereto, as permitted under the SEBI ICDR
Regulations and in terms of the Red Herring Prospectus and the Bid cum Application Form. The term
“Bidding” shall be construed accordingly
“Bid Amount” The highest value of optional Bids indicated in the Bid cum Application Form and, in the case of RIBs
Bidding at the Cut-off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such
RIBs and mentioned in the Bid cum Application Form and payable by the Bidder or blocked in the
ASBA Account of the ASBA Bidder, as the case may be, upon submission of the Bid.
Eligible Employees applying in the Employee Reservation Portion can apply at the Cut-Off Price and
the Bid Amount shall be Cap Price, multiplied by the number of Equity Shares Bid by such Eligible
Employee and mentioned in the Bid cum Application Form. The maximum Bid Amount under the
Employee Reservation Portion by an Eligible Employee shall not exceed ₹500,000. However, the initial
Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹200,000.
Only in the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion
will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid
in excess of ₹200,000, subject to the maximum value of Allotment made to such Eligible Employee not
exceeding ₹500,000
“Bid cum Application Form” Anchor Investor Application Form or the ASBA Form, as the context requires
“Bid Lot” [●] Equity Shares and in multiples of [●] Equity Shares thereafter
“Bid/Offer Closing Date” Except in relation to any Bids received from the Anchor Investors, the date after which the Designated
Intermediaries will not accept any Bids, which shall be published in all editions of [●], an English
national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] edition of [●], a
Kannada daily newspaper (Kannada being the regional language of Karnataka, where our Registered
Office is located), each with wide circulation.
Our Company and Selling Shareholders, may, in consultation with the BRLMs consider closing the Bid/
Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the
SEBI ICDR Regulations. In case of any revision, the revised Bid/ Offer Closing Date will be widely
disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating
the change on the websites of the BRLMs and at the terminals of the Syndicate Members and
communicated to the Designated Intermediaries and the Sponsor Bank(s), which shall also be notified
in an advertisement in the same newspapers in which the Bid/ Offer Opening Date was published, as
required under the SEBI ICDR Regulations
“Bid/Offer Opening Date” Except in relation to any Bids received from the Anchor Investors, the date on which the Designated
Intermediaries shall start accepting Bids, which shall be published in all editions of [●], an English
national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] edition of [●], a
Kannada daily newspaper (Kannada being the regional language of Karnataka, where our Registered
Office is located), each with wide circulation
“Bid/ Offer Period” Except in relation to Bids received from the Anchor Investors, the period between the Bid/ Offer
Opening Date and the Bid/ Offer Closing Date, inclusive of both days, during which prospective Bidders
can submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations
and the terms of the Red Herring Prospectus. Provided however, that the Bidding shall be kept open for
a minimum of three Working Days for all categories of Bidders, other than Anchor Investors
“Bidder” Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the
Bid cum Application Form and unless otherwise stated or implied, includes an Anchor Investor
“Bidding Centres” Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., Designated Branches
for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered Brokers, Designated
RTA Locations for RTAs and Designated CDP Locations for CDPs
“BOBCAPS” BOB Capital Markets Limited
“BofA Securities” BofA Securities India Limited
“Book Building Process” The book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer is being made
“Book Running Lead Managers” The book running lead managers to the Offer, namely, Kotak, Citi, BofA Securities, Goldman Sachs,
or “BRLMs” Axis, I-Sec, SBICAP and BOBCAPS
“Broker Centres” Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms to
a Registered Broker.
The details of such broker centres, along with the names and contact details of the Registered Brokers
are available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com)
“Cap Price” The higher end of the Price Band, subject to any revisions thereto, above which the Offer Price and the
Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted. The Cap
Price shall be at least 105% of the Floor Price
“Cash Escrow and Sponsor The agreement to be entered amongst our Company, the Selling Shareholders, the BRLMs, Syndicate
Bank(s) Agreement” Members, the Banker(s) to the Offer and Registrar to the Offer for, inter alia, collection of the Bid
Amounts from Anchor Investors, transfer of funds to the Public Offer Account and where applicable,
remitting refunds of the amounts collected from Anchor Investors, on the terms and conditions thereof
4
Term Description
“Citi” Citigroup Global Markets India Private Limited
“Client ID” Client identification number maintained with one of the Depositories in relation to dematerialised
account
“Collecting Depository A depository participant as defined under the Depositories Act and registered with SEBI and who is
Participant” or “CDP” eligible to procure Bids at the Designated CDP Locations in terms of the circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI as per the list available on
the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as
updated from time to time and the UPI Circulars
“Confirmation of Allocation The notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been
Note” or “CAN’ allocated the Equity Shares, on or after the Anchor Investor Bid/ Offer Period
“Cut-off Price” The Offer Price, finalised by our Company, in consultation with the Selling Shareholders and BRLMs,
which shall be any price within the Price Band.
Only RIBs Bidding in the Retail Portion and Eligible Employees Bidding in the Employee Reservation
Portion are entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and NIBs are not
entitled to Bid at the Cut-off Price
“Demographic Details” The details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband, investor
status, occupation, bank account details and UPI ID, wherever applicable
“Designated Branches” Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on the
website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
or at such other website as may be prescribed by SEBI from time to time
“Designated CDP Locations” Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with the names and contact details of the
Collecting Depository Participants eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time to
time
“Designated Date” The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account to the Public
Offer Account or the Refund Account, as the case may be, and/or the instructions are issued to the
SCSBs (in case of UPI Bidders using the UPI Mechanism, instruction issued through the Sponsor
Bank(s)) for the transfer of the relevant amounts blocked by the SCSBs in the ASBA Accounts to the
Public Offer Account and/ or are unblocked, as the case may be, in terms of the Red Herring Prospectus
and the Prospectus, after finalization of the Basis of Allotment in consultation with the Designated Stock
Exchange, following which Equity Shares will be Allotted to successful Bidders in the Offer
“Designated Intermediary(ies)” Collectively, the Syndicate Members, sub-syndicate or agents, SCSBs (other than in relation to RIBs
using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who are authorised to collect Bid cum
Application Forms from the relevant Bidders, in relation to the Offer.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated
Intermediaries shall mean Syndicate, sub-syndicate/agents, Registered Brokers, CDPs, SCSBs and
RTAs.
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIBs (not using UPI
Mechanism), Designated Intermediaries shall mean Syndicate, sub-syndicate/ agents, SCSBs,
Registered Brokers, the CDPs and RTAs
“Designated RTA Locations” Such locations of the RTAs where Bidders (except Anchor Investors) can submit the ASBA Forms to
RTAs. The details of such Designated RTA Locations, along with the names and contact details of the
RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com), as updated from time to time
“Designated Stock Exchange” [●]
“Draft Red Herring Prospectus” This draft red herring prospectus dated December 22, 2023 filed with SEBI and issued in accordance
or “DRHP” with the SEBI ICDR Regulations, which does not contain complete particulars of the price at which the
Equity Shares will be Allotted and the size of the Offer, including any addenda or corrigenda thereto
“Eligible Employees” Permanent employees of our Company and of our Subsidiaries (excluding such employees not eligible
to invest in the Offer under applicable laws, rules, regulations and guidelines), as on the date of filing
the Red Herring Prospectus with the RoC and who continue to be a permanent employee of our Company
or our Subsidiaries until the submission of the ASBA Form and is based, working and present in India
or abroad as on the date of submission of the ASBA Form; and a Director of our Company, whether
whole time or not, who is eligible to apply under the Employee Reservation Portion under applicable
law as on the date of filing of the Red Herring Prospectus with the RoC and who continues to be a
Director of our Company, until the submission of the Bid cum Application Form, but not including
Directors who either themselves or through their relatives or through any body corporate, directly or
indirectly, hold more than 10% of the outstanding Equity Shares of our Company.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not
exceed ₹500,000. However, the initial Allotment to an Eligible Employee in the Employee Reservation
Portion shall not exceed ₹200,000. Only in the event of an under-subscription in the Employee
Reservation Portion post initial Allotment, such unsubscribed portion may be Allotted on a proportionate
basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of
5
Term Description
₹200,000, subject to the total Allotment to an Eligible Employee not exceeding ₹500,000
“Eligible FPI(s)” FPI(s) that are eligible to participate in the Offer in terms of applicable law and from such jurisdictions
outside India where it is not unlawful to make an offer / invitation under the Offer and in relation to
whom the Bid cum Application Form and the Red Herring Prospectus constitutes an invitation to
purchase the Equity Shares
“Eligible NRI(s)” NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules, from jurisdictions outside
India where it is not unlawful to make an offer or invitation under the Offer and in relation to whom the
Bid cum Application Form and the Red Herring Prospectus will constitute an invitation to purchase the
Equity Shares
“Employee Reservation Portion” The portion of the Offer being up to [●] Equity Shares aggregating up to ₹[●] million, available for
allocation to Eligible Employees, on a proportionate basis
“Escrow Account(s)” The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Escrow Collection Bank(s)
and in whose favour the Bidders (excluding ASBA Bidders) will transfer money through NACH/direct
credit/NEFT/RTGS in respect of the Bid Amount when submitting a Bid
“Escrow Collection Bank(s)” The bank(s) which are clearing members and registered with SEBI as banker to an issue under the
Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and with
whom the Escrow Account(s) will be opened, in this case being [●]
“First Bidder” or “Sole Bidder” The Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form and
in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held in
joint names
“Floor Price” The lower end of the Price Band, subject to any revision(s) thereto, not being less than the face value of
Equity Shares, at or above which the Offer Price and the Anchor Investor Offer Price will be finalised
and below which no Bids will be accepted
“Fresh Issue” Fresh issue of up to [●] Equity Shares aggregating up to ₹55,000 million by our Company
“Fugitive Economic Offender” An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic
Offenders Act, 2018
“General Information Document” The General Information Document for investing in public issues prepared and issued in accordance
or “GID” with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars, as amended from time to time. The General Information Document shall be available on the
websites of the Stock Exchanges and the BRLMs
“Goldman Sachs” Goldman Sachs (India) Securities Private Limited
“Gross Proceeds” Gross proceeds of the Fresh Issue that will be available to our Company
“I-Sec” ICICI Securities Limited
“Kotak” Kotak Mahindra Capital Company Limited
“Monitoring Agency” [●], being a credit rating agency registered with SEBI
“Monitoring Agency Agreement” Agreement to be entered into between our Company and the Monitoring Agency
“Mutual Fund Portion” 5% of the Net QIB Portion, or [●] Equity Shares which shall be available for allocation to Mutual Funds
only, on a proportionate basis, subject to valid Bids being received at or above the Offer Price
“Net Offer” The Offer, less the Employee Reservation Portion
“Net Proceeds” Proceeds of the Offer, i.e., gross proceeds of the Fresh Issue less the Offer Expenses. For further details
regarding the use of the Net Proceeds and the Offer expenses, see “Objects of the Offer” beginning on
page 97
“Net QIB Portion” The QIB Portion less the number of Equity Shares allocated to the Anchor Investors
“Non-Institutional Bidders” or All Bidders, that are not QIBs (including Anchor Investors) or RIBs and who have Bid for Equity Shares
“NIBs” for an amount of more than ₹200,000 (but not including NRIs other than Eligible NRIs)
“Non-Institutional Portion” The portion of the Offer being not more than 15% of the Offer comprising [●] Equity Shares which shall
be available for allocation to NIBs, subject to valid Bids being received at or above the Offer Price, in
the following manner:
(a) one-third of the portion available to NIBs shall be reserved for Bidders with application size
of more than ₹200,000 and up to ₹1,000,000; and
(b) two third of the portion available to NIBs shall be reserved for Bidders with application size
of more than ₹1,000,000.
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may
be allocated to Bidders in the other sub-category of NIBs, in accordance with the SEBI ICDR
Regulations
“Non-Resident” Person resident outside India, as defined under FEMA, and includes a non-resident Indian, FVCIs and
FPIs
“Offer” The initial public offer of Equity Shares for cash consideration at a price of ₹[●] each, aggregating up
to ₹[●] million, comprising of a Fresh Issue and an Offer for Sale
Our Company, in consultation with the BRLMs, may consider a further issue of Equity Shares as may
be permitted under applicable law to any person(s) of [●] Equity Shares for an amount aggregating up
to ₹11,000 million, at its discretion, prior to the filing of the Red Herring Prospectus with the RoC. If
the Pre-IPO Placement is undertaken, the Fresh Issue size will be reduced to the extent of such Pre-IPO
Placement, subject to the Offer complying with Rule 19(2)(b) of SCRR
“Offer Agreement” The agreement dated December 22, 2023 entered into amongst our Company, the Selling Shareholders
and the BRLMs, pursuant to which certain arrangements have been agreed to in relation to the Offer
“Offer for Sale” The offer for sale of up to 95,191,195 Equity Shares aggregating up to ₹[●] million being offered for
6
Term Description
sale by the Selling Shareholders in the Offer
“Offer Price” The final price at which Equity Shares will be Allotted to successful ASBA Bidders in terms of the Red
Herring Prospectus and the Prospectus. Equity Shares will be Allotted to Anchor Investors at the Anchor
Investor Offer Price which will be decided by our Company, in consultation with the Selling
Shareholders and the BRLMs in terms of the Red Herring Prospectus and the Prospectus.
The Offer Price will be decided by our Company, in consultation with the Selling Shareholders and the
BRLMs on the Pricing Date in accordance with the Book Building Process and the Red Herring
Prospectus.
“Offer Proceeds” The proceeds of the Fresh Issue which shall be available to our Company and the proceeds of the Offer
for Sale which shall be available to each of the Selling Shareholders in proportion to the respective
portion of Offered Shares of each such Selling Shareholder. For further information about use of the
Offer Proceeds, see “Objects of the Offer” beginning on page 97
“Offered Shares” Up to 95,191,195 Equity Shares aggregating up to ₹[●] million being offered for sale by the Selling
Shareholders in the Offer for Sale
“Pre-IPO Placement” Our Company, in consultation with the BRLMs, may consider a further issue of Equity Shares as may
be permitted under applicable law to any person(s) of [●] Equity Shares for an amount aggregating up
to ₹11,000 million, at its discretion, prior to the filing of the Red Herring Prospectus with the RoC. If
the Pre-IPO Placement is undertaken, the Fresh Issue size will be reduced to the extent of such Pre-IPO
Placement, subject to the Offer complying with Rule 19(2)(b) of SCRR
“Price Band” Price band ranging from a minimum price of ₹[●] per Equity Share (i.e., the Floor Price) and the
maximum price of ₹[●] per Equity Share (i.e., the Cap Price) including any revisions thereof.
The Price Band and the minimum Bid Lot will be decided by our Company and Selling Shareholders,
in consultation with the BRLMs, and will be advertised, at least two Working Days prior to the Bid/
Offer Opening Date, in all editions of [●], an English national daily newspaper, all editions of [●], a
Hindi national daily newspaper and [●] edition of [●], a Kannada daily newspaper (Kannada being the
regional language of Karnataka, where our Registered Office is located), each with wide circulation with
the relevant financial ratios calculated at the Floor Price and at the Cap Price and shall be made available
to the Stock Exchanges for the purpose of uploading on their respective websites
“Pricing Date” The date on which our Company, in consultation with the Selling Shareholders and the BRLMs will
finalise the Offer Price
“Prospectus” The prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section 26 of
the Companies Act, and the SEBI ICDR Regulations containing, inter alia, the Offer Price, the size of
the Offer and certain other information, including any addenda or corrigenda thereto
“Public Offer Account” The ‘no-lien’ and ‘non-interest bearing’ account to be opened with the Public Offer Account Bank, under
Section 40(3) of the Companies Act to receive monies from the Escrow Account and ASBA Accounts
on the Designated Date
“Public Offer Account Bank(s)” The bank(s) which are a clearing member and registered with SEBI under the SEBI BTI Regulations, as
a banker to an issue and with which the Public Offer Account will be opened for collection of Bid
Amounts from the Escrow Account and ASBA Accounts on the Designated Date, in this case being [●]
“QIB Portion” The portion of the Offer (including the Anchor Investor Portion) being not less than 75% of the Offer
consisting of [●] Equity Shares which shall be available for allocation on a proportionate basis to QIBs
(including Anchor Investors in which allocation shall be on a discretionary basis, as determined by our
Company in consultation with the BRLMs), subject to valid Bids being received at or above the Offer
Price or Anchor Investor Offer Price
“Qualified Institutional Buyers” Qualified institutional buyers as defined under Regulation 2(1) (ss) of the SEBI ICDR Regulations
or “QIB(s)” or “QIB Bidders”
“Red Herring Prospectus” or The red herring prospectus to be issued by our Company in accordance with Section 32 of the Companies
“RHP” Act and the provisions of the SEBI ICDR Regulations, which will not have complete particulars of the
Offer Price and the size of the Offer, including any addenda or corrigenda thereto. The Red Herring
Prospectus will be filed with the RoC at least three Working Days before the Bid/ Offer Opening Date
and will become the Prospectus upon filing with the RoC on or after the Pricing Date
“Redseer” Redseer Management Consulting Private Limited
“Redseer Report” or “Industry Industry Report titled ‘Electric Vehicle (EV) Market in India’ dated December 21, 2023 issued by
Report” Redseer. The Redseer Report has been exclusively commissioned and paid for by our Company in
connection with the Offer
“Refund Account(s)” Account to be opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the
Bid Amount to the Bidders shall be made to Anchor Investors
“Refund Bank(s)” The bank(s) which are clearing members registered with SEBI under the SEBI BTI Regulations, with
whom the Refund Account(s) will be opened, in this case being [●]
“Registered Brokers” The stock brokers registered under the Securities and Exchange Board of India (Stock Brokers)
Regulations, 1992, as amended with SEBI and the Stock Exchanges having nationwide terminals, other
than the BRLMs and the Syndicate Members and eligible to procure Bids in terms of circular no. CIR/
CFD/ 14/ 2012 dated October 4, 2012 issued by SEBI and the UPI Circulars
“Registrar Agreement” The agreement dated December 21, 2023 entered into, amongst our Company, the Selling Shareholders
and the Registrar to the Offer in relation to the responsibilities and obligations of the Registrar to the
Offer pertaining to the Offer
“Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated
Agents” or “RTAs” RTA Locations in terms of the SEBI RTA Master Circular, as per the list available on the respective
7
Term Description
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), and the UPI Circulars
“Registrar to the Offer” or Link Intime India Private Limited
“Registrar”
“Retail Individual Bidder(s)” or Individual Bidders, whose Bid Amount for the Equity Shares is not more than ₹200,000 in any of the
“RIB(s)” bidding options in the Offer (including HUFs applying through their karta and Eligible NRIs), and does
not include NRIs other than Eligible NRIs
“Retail Portion” The portion of the Offer being not more than 10% of the Offer consisting of up to [●] Equity Shares
aggregating up to ₹[●] million, which shall be available for allocation to RIB in accordance with the
SEBI ICDR Regulations, which shall not be less than the minimum Bid Lot (subject to availability in
the Retail Portion), subject to valid Bids being received at or above the Offer Price
“Revision Form” The forms used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of
their ASBA Form(s) or any previous Revision Form(s), as applicable.
QIB Bidders and NIBs are not allowed to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage. RIBs and Eligible Employees Bidding in the Employee
Reservation Portion can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the
Bid/ Offer Closing Date
“SBICAP” SBI Capital Markets Limited
“SCORES” SEBI complaints redress system
“Self-Certified Syndicate The banks registered with SEBI, which offer the facility of ASBA services:
Bank(s)” or “SCSB(s)”
(i) in relation to ASBA, where the Bid Amount will be blocked by authorising an SCSB, a list of
which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable and updated from time to time and at such other websites as may be prescribed by
SEBI from time to time; and
(ii) in relation to UPI Bidders using the UPI Mechanism, a list of which is available on the website
of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such
other website as may be prescribed by SEBI and updated from time to time.
Applications through UPI in the Offer can be made only through the SCSBs mobile applications (apps)
whose name appears on the SEBI website. A list of SCSBs and mobile application, which, are live for
applying in public issues using UPI Mechanism, which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from
time to time and at such other websites as may be prescribed by SEBI from time to time
“Share Escrow Agent” Share escrow agent to be appointed pursuant to the Share Escrow Agreement being, [●]
“Share Escrow Agreement” The agreement to be entered into amongst our Company, the Selling Shareholders, and the Share Escrow
Agent in connection with the transfer of the respective portion of the Offered Shares by each Selling
Shareholder and credit of such Equity Shares to the demat account of the Allottees in accordance with
the Basis of Allotment
“Specified Locations” Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders, a list of which is available
on the website of SEBI (www.sebi.gov.in) and updated from time to time
“Sponsor Bank(s)” Banker(s) to the Offer, appointed by our Company to act as conduits between the Stock Exchanges and
NPCI in order to push the mandate collect requests and/ or payment instructions of the UPI Bidders
using the UPI Mechanism and carry out other responsibilities, in terms of the UPI Circulars
“Stock Exchanges” Together, BSE and NSE
“Syndicate” or “Members of the Together, the BRLMs and the Syndicate Members
Syndicate”
“Syndicate Agreement” The agreement to be entered into amongst our Company, the Selling Shareholders, the BRLMs, the
Registrar to the Offer and the Syndicate Members, in relation to collection of Bid cum Application Forms
by the Syndicate
“Sub-Syndicate Members” The sub-syndicate members, if any, appointed by the Book Running Lead Managers and the Syndicate
Members, to collect ASBA Forms and Revision Forms.
“Syndicate Members” Merchant bankers or stockbrokers registered with SEBI who are permitted to carry out activities as an
underwriter, namely, [●]
“Underwriters” [●]
“Underwriting Agreement” The agreement to be entered into amongst our Company, the Selling Shareholders and the Underwriters
on or after the Pricing Date but prior to filing of the Prospectus with the RoC
“UPI” Unified Payments Interface, which is an instant payment mechanism, developed by NPCI
“UPI Bidder(s)” Collectively, individual investors applying as (i) RIBs in the Retail Portion, (ii) Eligible Employees in
the Employee Reservation Portion; and (iii) NIBs with an application size of up to ₹500,000 in the Non-
Institutional Portion, and Bidding under the UPI Mechanism through ASBA Form(s) submitted with
Syndicate Members, Registered Brokers, Collecting Depository Participants and RTAs.
Pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued by SEBI, all
individual investors applying in public issues where the application amount is up to ₹500,000 shall use
the UPI Mechanism and shall provide their UPI ID in the Bid cum Application Form submitted with: (i)
8
Term Description
a syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose name is
mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository participant
(whose name is mentioned on the website of the stock exchange as eligible for such activity), and (iv) a
registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock
exchange as eligible for such activity)
“UPI Circulars” SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular
number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular number
SEBI/HO/CFD/DIL-2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent these circulars are not rescinded
by the SEBI RTA Master Circular), SEBI RTA Master Circular (to the extent it pertains to UPI), SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, along with the circular issued by the
National Stock Exchange of India Limited having reference no. 25/2022 dated August 3, 2022 and the
circular issued by BSE Limited having reference no. 20220803-40 dated August 3, 2022 and any
subsequent circulars or notifications issued by SEBI and Stock Exchanges in this regard
“UPI ID” ID created on the UPI for single-window mobile payment system developed by the NPCI
“UPI Mandate Request” A request (intimating the UPI Bidders by way of a notification on the UPI linked mobile application as
disclosed by SCSBs on the website of SEBI and by way of an SMS on directing the UPI Bidders to such
UPI linked mobile application) to the UPI Bidders initiated by the Sponsor Bank(s) to authorise blocking
of funds on the UPI application and subsequent debit of funds in case of Allotment
“UPI Mechanism” The bidding mechanism that may be used by an UPI Bidders in accordance with the UPI Circulars to
make an ASBA Bid in the Offer
“UPI PIN” Password to authenticate UPI transaction
“Wilful Defaulter” or “Fraudulent Wilful defaulter or fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Borrower” Regulations
“Working Day” All days on which commercial banks in Mumbai are open for business. In respect of announcement of
Price Band and Bid/ Offer Period, Working Day shall mean all days, excluding Saturdays, Sundays and
public holidays, on which commercial banks in Mumbai are open for business. In respect of the time
period between the Bid/ Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges,
Working Day shall mean all trading days of the Stock Exchanges, excluding Sundays and bank holidays
in India, as per circulars issued by SEBI, including the UPI Circulars
Technical, Industry and Business-Related Terms or Abbreviations
Term Description
“2W” Two-wheel vehicles
“4W” Four-wheel vehicles
“AAT” Advanced automotive technology
“ACC” Advanced chemistry cell
“Adjusted Gross Margin” Total income minus the sum of cost of materials consumed, purchase of stock-in-trade and change in
inventories of finished goods, stock-in-trade and work-in-progress
“Adjusted Gross Margin%” Adjusted Gross Margin divided by total income
“AI” Artificial intelligence
“Automobile PLI Scheme” Government of India’s production-linked incentive scheme relating to the manufacturing of advanced
automotive technology products
“BCM” Body control module
“BMS” Battery management system
“BOM” Bill of materials
“Cell PLI Scheme” Government of India’s production-linked incentive scheme relating to advanced cell chemistry batteries
“D2C” Direct-to-customer
“Delivery” or “Deliveries” The date on which the scooter is physically handed over to the customer
“E2W” Electric two-wheel vehicles
“E4W” Electric four-wheel vehicles
“EBITDA” Earnings before tax expenses, interest costs and depreciation and amortisation expenses
“EBITDA Margin %” EBITDA divided by total income
“EVs” Electric vehicles
“FAME subsidy” Government of India’s faster adoption and manufacturing of hybrid and electric vehicles subsidy
provided to customers who purchase EVs in order to encourage faster adoption of electric mobility and
the development of its manufacturing ecosystem in India
“HMI” Human machine interactions
9
Term Description
“ICE” Internal combustion engine vehicle
“IPM” Internal permanent magnet
“MCU” Motor control unit
“MoU” Memorandum of understanding
“NEMMP” National Electric Mobility Mission Plan 2020
“Net Asset Value per Equity Net Worth at the end of the period/ year / weighted average number of equity shares outstanding at the
Share” end of the period/ year
“Net Worth” Aggregate of equity share capital, instruments entirely equity in nature and other equity
“OEM” Original equipment manufacturer
“Omnichannel distribution Network of experience centres and service centres, and the Ola Electric website through which our
network” Company showcases and sells its products and services
“PMS” Production management stack
“PLI Scheme” Production-linked incentive scheme launched by the Government of India across various sectors to boost
domestic manufacturing, reduce import dependence, encourage exports and generate employment
“R&D” Research and development
“Return on Net Worth” Loss for the period/year divided by the Net Worth at the end of the respective year/period
“Revenue from Operations” Revenue from operations includes revenue from sale of scooters and its associated spare parts and
services
“SIPCOT” State Industrial Promotion Corporation of Tamil Nadu
“TCO” Total cost of ownership
“VAHAN” VAHAN Portal of Ministry of Road Transport and Highways
Conventional and General Terms or Abbreviations
Term Description
“₹” or “Rs.” Or “Rupees” or “INR” Indian Rupees
“Bn” or “bn” Billion
“BSE” BSE Limited
“CAGR” Compound annual growth rate
“Category I AIF” AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF Regulations
“Category I FPIs” FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI Regulations
“Category II AIF” AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations
“Category II FPIs” FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI Regulations
“Category III AIF” AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations
“CDSL” Central Depository Services (India) Limited
“CIN” Corporate Identity Number
“Companies Act” or “Companies Companies Act, 2013, as applicable, along with the relevant rules, regulations, clarifications and
Act, 2013” modifications made thereunder
“Consolidated FDI Policy” Consolidated Foreign Direct Investment Policy notified by the DPIIT under DPIIT File Number
5(2)/2020-FDI Policy dated October 15, 2020, effective from October 15, 2020
“Depositories” Together, NSDL and CDSL
“Depositories Act” Depositories Act, 1996
“DIN” Director Identification Number
“DP ID” Depository Participant’s Identification
“DP” or “Depository Participant” A depository participant as defined under the Depositories Act
“DPIIT” Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India
“EGM” Extraordinary general meeting
“EPS” Earnings per equity share
“Factories Act” Factories Act, 1948
“FDI” Foreign direct investment
“FEMA” The Foreign Exchange Management Act, 1999, read with rules and regulations thereunder
“FEMA Rules” Foreign Exchange Management (Non-debt Instruments) Rules, 2019
“Financial Year” or “Fiscal” or Unless stated otherwise, the period of 12 months ending March 31 of that particular year
“Fiscal Year” or “FY”
“FPI” Foreign portfolio investors as defined under the SEBI FPI Regulations
“FVCI” Foreign venture capital investors as defined and registered under the SEBI FVCI Regulations
“GoI” or “Government” or “Central Government of India
Government”
“GST” Goods and services tax
“HUF” Hindu undivided family
“ICAI” The Institute of Chartered Accountants of India
“IFRS” International Financial Reporting Standards
“Income Tax Act” The Income-tax Act, 1961
10
Term Description
“Ind AS” Indian Accounting Standards notified under Section 133 of the Companies Act and referred to in the
Companies (Indian Accounting Standards) Rules, 2015
“India” Republic of India
“Indian GAAP/IGAAP” Accounting Standards notified under Section 133 of the Companies Act and referred to in the
Companies (Accounting Standards) Rules, 2014
“IPO” Initial public offering
“IRDAI” Insurance Regulatory and Development Authority of India
“IST” Indian Standard Time
“IT” Information Technology
“IT Act” The Information Technology Act, 2000
“LLP” Limited Liability Partnership
“KYC” Know Your Customer
“MCA” Ministry of Corporate Affairs, Government of India
“Mn” or “mn” Million
“NACH” National Automated Clearing House
“National Investment Fund” National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of the
GoI, published in the Gazette of India
“NAV” Net Asset Value
“NBFC” Non-Banking Financial Companies
“NEFT” National Electronic Fund Transfer
“NPCI” National Payments Corporation of India
“NRE” Non- Resident External
“NRO” Non-Resident Ordinary
“NSDL” National Securities Depository Limited
“NSE” National Stock Exchange of India Limited
“OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the extent of
Body” at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission granted to OCBs under
FEMA. OCBs are not allowed to invest in the Offer
“p.a.” Per annum
“P/E Ratio” Price to Earnings Ratio
“PAN” Permanent Account Number
“RBI” Reserve Bank of India
“Regulation S” Regulation S under the U.S. Securities Act
“RTGS” Real Time Gross Settlement
“Rule 144A” Rule 144A under the U.S. Securities Act
“SCRA” Securities Contracts (Regulation) Act, 1956
“SCRR” Securities Contracts (Regulation) Rules, 1957
“SEBI” Securities and Exchange Board of India constituted under the SEBI Act
“SEBI Act” Securities and Exchange Board of India Act, 1992
“SEBI AIF Regulations” Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
“SEBI BTI Regulations” Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
“SEBI FUTP Regulations” Securities and Exchange Board of India (Fraudulent and Unfair Trade Practices relating to Securities
Market) Regulations, 2003
“SEBI FPI Regulations” Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
“SEBI FVCI Regulations” Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
“SEBI ICDR Regulations” Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018
“SEBI ICDR Master Circular” SEBI master circular bearing number SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023
“SEBI Listing Regulations” Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
“SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Regulations”
“SEBI RTA Master Circular” SEBI master circular bearing number SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023
“SEBI SBEB & SE Regulations” Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021
“SEBI Takeover Regulations” Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
“SEBI VCF Regulations” Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed pursuant
to the SEBI AIF Regulations
“State Government” The government of a state in India
“Stock Exchanges” BSE and NSE
“STT” Securities Transaction Tax
“Systemically Important NBFC” or Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of the
“NBFC-SI” SEBI ICDR Regulations
“TAN” Tax deduction account number
“U.S. QIBs” “qualified institutional buyers”, as defined in Rule 144A
“U.S. Securities Act” U.S. Securities Act of 1933, as amended
11
Term Description
“U.S.” or “USA” or “United United States of America including its territories and possessions, any State of the United States, and
States” the District of Columbia
“USD” or “US$” United States Dollars
“VCFs” Venture capital funds as defined in and registered with the SEBI under the Securities and Exchange
Board of India (Venture Capital Fund) Regulations, 1996 or the Securities and Exchange Board of
India (Alternative Investment Funds) Regulations, 2012, as the case may be
12
OFFER DOCUMENT SUMMARY
The following is a general summary of certain disclosures and the terms of the Offer and is not exhaustive, nor does it purport
to contain a summary of all the disclosures in this Draft Red Herring Prospectus or all details relevant to prospective investors.
This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing
elsewhere in this Draft Red Herring Prospectus, including “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the
Offer”, “Industry Overview”, “Our Business”, “Our Promoter and Promoter Group”, Restated Consolidated Financial
Information”, “Outstanding Litigation and Material Developments”, “Offer Procedure” and “Description of Equity Shares
and Terms of the Articles of Association” on pages 28, 64, 79, 97, 129, 153, 225, 232, 339, 385, and 405, respectively.
Primary Business of our Company
We are a pure EV player in India building vertically integrated technology and manufacturing capabilities for EVs and EV
components. We manufacture EVs and certain core EV components at the Ola Futurefactory. We have delivered four products
and additionally announced six new products. We are building our EV hub in Tamil Nadu, India, comprising our Ola
Futurefactory for EV manufacturing, upcoming Ola Gigafactory for cell manufacturing, and co-located suppliers. We operate
a direct-to-customer omnichannel distribution network across India, comprising 935 experience centres and 414 service centres,
as of October 31, 2023, and our Ola Electric website.
Industry in which our Company Operates
According to the Redseer Report, E2Ws are at the forefront of the electrification of mobility in India due to their favourable
total cost of ownership and the Indian government’s production-linked incentives and subsidies to promote domestic
manufacturing and adoption of EVs. E2W penetration in India is expected to expand from approximately 4.5% of domestic 2W
registrations in Fiscal 2023 to 41-56% of domestic 2W sales volume by Fiscal 2028, while the Indian E2W industry is expected
to grow at a CAGR of 11% from US$35 billion (₹28.8 trillion) to US$45 billion (₹36.6 trillion) in Fiscal 2028. Further, markets
like Africa, LATAM and SE Asia provide a significant export opportunity for Indian E2W OEMs.
Our Promoter
Our Promoter is Bhavish Aggarwal. For details, see “Our Promoter and Promoter Group” beginning on page 225
Offer Size
The following table summarizes the details of the Offer.
Offer of Equity Shares(1)(2)(3)(4) Up to [●] Equity Shares for cash at price of ₹[●] per Equity Share (including a premium of [●] per Equity
Share) aggregating up to ₹[●] million.
Of which:
(i) Fresh Issue(1) Up to [●] Equity Shares aggregating up to ₹55,000 million.
(ii) Offer for Sale(2) Up to 95,191,195 Equity Shares aggregating up to ₹[●] million.
The Offer comprises:
Employee Reservation Up to [●] Equity Shares aggregating up to ₹[●] million.
Portion(5)
Net Offer Up to [●] Equity Shares aggregating up to ₹[●] million.
(1) The Offer has been authorised by our Board pursuant to the resolutions passed at their meetings dated December 7, 2023 and December 22, 2023,
respectively, and by our Shareholders pursuant to the special resolution passed at their extraordinary general meeting dated December 8, 2023.
(2) Our Board has taken on record the approval for the Offer for Sale by each of the Selling Shareholders pursuant to its resolution dated December 22,
2023. Each of the Selling Shareholders has severally and not jointly confirmed and approved its respective participation in the Offer for Sale and its
respective eligibility to participate in the Offer for Sale in accordance with Regulation 8 of the SEBI ICDR Regulations. Each of the Selling Shareholders,
severally and not jointly, confirms its compliance with the conditions specified in Regulation 8A of the SEBI ICDR Regulations, to the extent applicable
to such Selling Shareholder, as on the date of this Draft Red Herring Prospectus. For further details, see “The Offer” and “Other Regulatory and
Statutory Disclosures” on pages 64 and 349 respectively.
(3) Prior to filing of the Red Herring Prospectus, 438,162,753 Series A CCPS will convert to a maximum of up to 386,742,203 Equity Shares; 142,544,269
Series A1 CCPS will convert to a maximum of up to 136,039,634 Equity Shares; 847,075,656 Series B CCPS will convert to a maximum of up to
772,424,072 Equity Shares; 45,044,769 Series C1 CCPS will convert to a maximum of up to 41,081,423 Equity Shares; 239,939,690 Series C CCPS will
convert to a maximum of up to 217,355,781 Equity Shares; 96,928,809 Series D CCPS will convert to a maximum of up to 88,400,347 Equity Shares;
and 1,163,624,001 Series E CCPS will convert to a maximum of up to 89,578,826 Equity Shares in terms of Regulation 5(2) of the SEBI ICDR Regulations.
(4) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of [●] Equity Shares for cash consideration aggregating up to
₹11,000 million at its discretion, prior to the filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement if undertaken will be at a price
decided by our Company, in consultation with the BRLMs, and the Fresh Issue size will be reduced to the extent of such Pre-IPO Placement, subject to
the Offer complying with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended.
(5) Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹500,000. However, the
initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹200,000. Only in the event of an under-subscription in
the Employee Reservation Portion post the initial Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees
Bidding in the Employee Reservation Portion, for a value in excess of ₹200,000, subject to the total Allotment to an Eligible Employee not exceeding
₹500,000. For further details, see “The Offer” beginning on page 64.
The Offer and Net Offer shall constitute [●]% and [●]% of the post Offer paid up Equity Share capital of our Company,
respectively. For further details, see “The Offer” and “Offer Structure” beginning on pages 64 and 381, respectively.
13
Our Company, in consultation with the BRLMs, may consider the Pre-IPO Placement of [●] Equity Shares for an amount
aggregating up to ₹11,000 million. If the Pre-IPO Placement is undertaken, the Fresh Issue size will be reduced to the extent of
such Pre-IPO Placement, subject to the Offer complying with Rule 19(2)(b) of SCRR.
Objects of the Offer
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(in ₹ million)
Particulars Estimated
amount*
Capital expenditure to be incurred by our Subsidiary, OCT for the Project 12,264.27
Repayment or pre-payment, in full or part, of the indebtedness incurred by our Subsidiary, OET 8,000.00
Investment into research and product development 16,000.00
Expenditure to be incurred for organic growth initiatives 3,500.00
General corporate purposes []#
Total* []
*To be determined upon finalisation of the Offer Price and updated in the Prospectus prior to filing with the RoC. This includes the proceeds, if any, received
pursuant to the Pre-IPO Placement. Details of the Pre-IPO Placement, if undertaken, shall be included in the Red Herring Prospectus.
#
The amount to be utilised for general corporate purposes shall not exceed 25% of the Net Proceeds.
For further details, see “Objects of the Offer” beginning on page 97.
Aggregate pre-Offer and post-Offer shareholding of the Promoter, Promoter Group and Selling Shareholders
Category of Shareholders Pre-Offer Post-Offer*
No. of Equity Shares# Percentage of pre- No. of Equity Percentage of post-
Offer paid-up Shares Offer paid-up
Equity Share Equity Share
capital on a fully capital on a fully
diluted basis (%)# diluted basis (%)
Promoter (also the Promoter Selling Shareholder)
Bhavish Aggarwal 1,361,875,240 36.94 [●] [●]
Promoter Group
ANI Technologies Private Limited 160,413,177 4.35 [●] [●]
Indus Trust (also the Promoter Group 141,959,272 3.85 [●] [●]
Selling Shareholder)
Naresh Kumar Aggarwal 165,669 Negligible [●] [●]
Investor Selling Shareholders
Ab Initio Capital, L.P. 10,037,028 0.27 [●] [●]
Alpha Wave Ventures II, LP 128,503,423 3.49 [●] [●]
Alpine Opportunity Fund VI, L.P. 21,412,329 0.58 [●] [●]
Ashna Advisors LLP 601,828 0.02 [●] [●]
Barry S. Sternlicht 17,479,629 0.47 [●] [●]
DIG Investment IV AB 35,018,499 0.95 [●] [●]
Internet Fund III Pte Ltd 222,436,381 6.03 [●] [●]
MacRitchie Investments Pte. Ltd. 46,028,218 1.25 [●] [●]
Matrix Partners India III AIF Trust 3,023,308 0.08 [●] [●]
Matrix Partners India Investments III, LLC 126,623,262 3.43 [●] [●]
Nuvama Private Investments Trust- 12,168,907 0.33 [●] [●]
Nuvama Crossover Opportunities Fund –
Series III
Nuvama Private Investments Trust- 9,464,591 0.26 [●] [●]
Nuvama Crossover Opportunities Fund –
Series III A
Nuvama Private Investments Trust- 9,465,448 0.26 [●] [●]
Nuvama Crossover Opportunities Fund –
Series III B
Sarin Family India LLC 8,714,241 0.24 [●] [●]
SVF II Ostrich (DE) LLC 810,424,447 21.98 [●] [●]
Tekne Private Ventures XV, Ltd. 36,319,597 0.99 [●] [●]
Total 3,162,134,494 85.77 [●] [●]
* Subject to completion of the Offer and finalization of the Allotment.
# Assuming conversion of CCPS. For details of the CCPS, see “Capital Structure” beginning on page 79.
For further details of the Offer, see “Capital Structure” beginning on page 79.
14
Summary of Restated Consolidated Financial Information
The following details are derived from the Restated Consolidated Financial Information as at June 30, 2023, March 31, 2023,
March 31, 2022 and March 31, 2021.
(in ₹ million, unless otherwise stated)
Particulars As at and for the As at and for the As at and for the As at and for the
three-months Financial Year Financial Year Financial Year
period ended ended March 31, ended March 31, ended March 31,
June 30, 2023 2023 2022 2021
Equity share capital 19,554.50 19,554.50 19,554.50 0.10
Total income 12,786.75 27,826.97 4,562.60 1,060.81
Loss for the period/year (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Basic earnings per equity share (in ₹) (0.71) (3.91) (2.23) (0.59)
Diluted earnings per equity share (i.e., anti- (0.71) (3.91) (2.23) (0.59)
dilutive) (in ₹)
Total borrowings 16,165.73 16,457.53 7,504.07 388.72
Net Worth 21,115.05 23,564.44 36,614.52 19,706.15
Return on Net Worth (%) (12.65) (62.47) (21.42) (10.11)
Net Asset Value per Equity Share (in ₹) 5.61 6.26 10.43 5.83
Notes:
A. Basic and Diluted EPS and Return on Net Worth numbers for the three-months period ended June 30, 2023 have not been annualised.
B. The ratios have been computed as follows:
i. Basic EPS is calculated as restated loss for the year/period attributable to owners of our Company divided by the weighted average number of
Equity Shares outstanding during the year/ period.
ii. Diluted EPS is calculated as restated loss for the year/period attributable to owners of our Company divided by the weighted average number of
Equity Shares outstanding during the year/ period and the weighted average number of Equity Shares that could have been issued upon conversion
of all dilutive potential Equity Shares.
iii. Net Asset Value per Equity Share (in ₹) is computed as Net Worth at the end of the period/ year / weighted average number of equity shares
outstanding at the end of the period/ year.
iv. Return on Net Worth (%) is calculated as loss for the year/period divided by the Net Worth at the end of the respective year/period.
C. Accounting and other ratios are derived from the Restated Consolidated Financial Information.
D. Net worth means aggregate of equity share capital, instruments entirely equity in nature and other equity.
E. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the period/ year adjusted by the number of
equity shares issued during the period/ year multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific
shares are outstanding as a proportion of total number of days during the period/ year.
F. Earnings per share calculations are in accordance with Ind AS 33.
G. Total borrowings represent sum of current and non-current borrowings.
H. For reconciliation of Non-GAAP measures, please see “Other Financial Information – Reconciliation of Non-GAAP Measures” on page 305.
Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial
Information
There are no qualifications included by the Statutory Auditors in their audit reports and hence no effect is required to be given
in the Restated Consolidated Financial Information.
Summary of Outstanding Litigation
A summary of outstanding litigation proceedings as on the date of this Draft Red Herring Prospectus as disclosed in the section
titled “Outstanding Litigation and Other Material Developments” beginning on page 339 in terms of the SEBI ICDR
Regulations is provided below:
Name of entity Criminal Tax Statutory or Disciplinary Material civil Aggregate amount
proceedings proceedings regulatory actions by the litigations involved
proceedings SEBI or Stock (in ₹ million)^
Exchanges against
our Promoter
Company
By our Company Nil - - - Nil Nil
Against our Company Nil 1 Nil - Nil* Nil
Directors
By our Directors$ Nil - - - Nil Nil
Against our Directors$ 5 1 Nil - Nil 30.61
Promoter
By our Promoter 1 - - - Nil Nil
Against our Promoter 1 Nil 1 Nil Nil Nil
Subsidiaries
By Subsidiaries Nil - - - Nil Nil
Against Subsidiaries Nil Nil Nil - Nil* Nil
^ to the extent quantifiable.
* This does not include the consolidated disclosure for consumer cases disclosed in “Outstanding Litigation and Material Developments – Litigation
involving our Company – Litigation against our Company – Other Matters” on page 340, since these are not material civil litigation.
$
Excludes litigations involving our Promoter.
15
As on date of this Draft Red Herring Prospectus, there are no outstanding litigations involving the Group Companies, which
may have a material impact on our Company.
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” beginning
on page 339.
Risk Factors
For details of the risks applicable to us, see “Risk Factors” beginning on page 28. Investors are advised to read the risk factors
carefully before making an investment decision in the Offer.
Summary of Contingent Liabilities
Our Company has no contingent liabilities as per Ind AS 37 as at June 30, 2023.
Summary of Related Party Transactions
A summary of related party transactions as per the requirements under Ind AS 24 – Related Party Disclosures read with the
SEBI ICDR Regulations entered into by our Company with related parties as at and for the three-months period ended June 30,
2023 and for the Financial Years ended March 31, 2023, March 31, 2022 and March 31, 2021 derived from our Restated
Consolidated Financial Information are as follows:
(In ₹ million)
Name of related party Nature of transactions As at and for the period/ year ended
June 30, March 31, March 31, March 31,
2023 2023 2022 2021
ANI Technologies Private Expenses incurred on behalf of 16.58 103.54 65.62 -
Limited Expenses reimbursement to 388.06 1427.72 355.31 49.01
Other financial assets 219.99 200.47 65.62 18.20
Other financial liabilities 1,298.19 908.70 243.09 107.90
Receivable towards security deposit given - - 5.40 5.40
OLA Financial Services Expenses incurred on behalf of 0.02 0.97 25.60 -
Private Limited Expenses reimbursement to 10.14 7.09 - 0.20
Other financial assets 507.32 688.31 36.07 0.20
Other financial liabilities 103.72 344.81 - -
OLA Fleet Technologies Expenses incurred on behalf of 147.13 354.95 63.71 8.90
Private Limited Expenses reimbursement to 676.03 1,842.95 137.47 -
Lease rental expense, electricity and
maintenance charges - - 40.35 15.95
Other financial assets 492.12 344.92 75.08 8.10
Other financial liabilities 472.14 340.09 157.73 20.80
Sale of goods & services 449.64 1536.91 124.51 -
Purchase of services 647.14 1,824.26 423.20 -
Trade payables 1,180.60 1,002.90 468.70 -
Trade receivables 925.60 842.47 152.20 -
Ola Stores Technologies Purchase of property, plant and equipment - 0.17 - -
Private Limited Purchase of raw material and components - 0.05 - -
Ola USA Inc. Expenses reimbursement to - 21.15 17.64 27.47
Interest on Loan 0.79 2.84 1.22 1.70
Expenses incurred on behalf of 0.18 - - -
Loan received - - 17.20 30.07
Other financial liabilities 159.89 160.07 138.92 121.30
Current borrowings 69.16 69.41 65.48 48.30
Interest payable on current borrowings 7.14 6.36 3.09 1.90
Pisces E Services Private Expenses incurred on behalf of - 1.11 2.20 0.03
Limited Expenses reimbursement to - 0.22 0.03 -
Other financial assets 3.28 3.28 2.18 -
Other financial liabilities 0.26 0.23 0.06 -
Remuneration paid to Share-based payment 27.15 380.20 258.09 214.00
directors & executive officers Short-term employee benefits 10.88 47.42 118.36 45.40
Remuneration to non-executive director 82.60 29.90 - -
For details of the related party transactions, see “Restated Consolidated Financial Information – Notes forming part of the
Restated Consolidated Financial Information – Note 35: Related Parties” on page 293.
16
Weighted average price at which the Equity Shares were acquired by the Promoter and Selling Shareholders of our
Company
The weighted average price at which the Equity Shares were acquired by the Promoter and Selling Shareholders, in the
preceding one year:
Name of the Promoter / Selling Number of Equity Shares acquired in Weighted average price per Equity
Shareholders the preceding one year# Share (₹)*
Promoter (also the Promoter Selling Shareholder)
Bhavish Aggarwal Nil N.A.
Promoter Group (also the Promoter Group Selling Shareholder)
Indus Trust Nil N.A.
Investor Selling Shareholders
Ab Initio Capital, L.P. 10,037,028 111.51
Alpha Wave Ventures II, LP 128,503,423 62.38
Alpine Opportunity Fund VI, L.P. 21,412,329 111.51
Ashna Advisors LLP 601,828 71.15
Barry S. Sternlicht 17,479,629 66.24
DIG Investment IV AB 35,018,499 87.90
Internet Fund III Pte Ltd 222,436,381 11.70
MacRitchie Investments Pte. Ltd. 29,294,237 63.40
Matrix Partners India III AIF Trust 3,023,308 8.22
Matrix Partners India Investments III, LLC 126,623,262 8.22
Nuvama Private Investments Trust-Nuvama 12,168,907 71.15
Crossover Opportunities Fund – Series III
Nuvama Private Investments Trust-Nuvama 9,464,591 71.15
Crossover Opportunities Fund – Series III A
Nuvama Private Investments Trust-Nuvama 9,465,448 74.06
Crossover Opportunities Fund – Series III B
Sarin Family India LLC 8,714,241 8.22
SVF II Ostrich (DE) LLC 810,424,447 50.94
Tekne Private Ventures XV, Ltd. 36,319,597 113.12
#
Assuming conversion of CCPS. For details of the CCPS, see “Capital Structure” beginning on page 79.
*
As certified by B.B. & Associates, Chartered Accountants pursuant to their certificate dated December 22, 2023.
Weighted average cost of acquisition of the Promoter and the Selling Shareholders
The weighted average cost of acquisition for the Equity Shares transacted by our Promoter and Selling Shareholders in the one
year, eighteen months and three years preceding the date of this Draft Red Herring Prospectus is as follows:
(a) Weighted average cost of acquisition at which Equity Shares were acquired by our Promoter and Selling Shareholders in
the one year preceding the date of this Draft Red Herring Prospectus:
Name of the Promoter / Selling Number of Equity Shares acquired in Weighted average cost of acquisition
Shareholders last one year# per Equity Share (in ₹)*
Pre-CCPS Post-CCPS Post-CCPS Conversion
Conversion Conversion
Promoter (also the Promoter Selling Shareholder)
Bhavish Aggarwal Nil Nil N.A.
Promoter Group (also the Promoter Group Selling Shareholder)
Indus Trust Nil Nil N.A.
Investor Selling Shareholders
Ab Initio Capital, L.P. Nil 10,037,028 111.51
Alpha Wave Ventures II, LP Nil 128,503,423 62.38
Alpine Opportunity Fund VI, L.P. Nil 21,412,329 111.51
Ashna Advisors LLP Nil 601,828 71.15
Barry S. Sternlicht Nil 17,479,629 66.24
DIG Investment IV AB Nil 35,018,499 87.90
Internet Fund III Pte Ltd Nil 222,436,381 11.70
MacRitchie Investments Pte. Ltd. Nil 29,294,237 63.40
Matrix Partners India III AIF Trust Nil 3,023,308 8.22
Matrix Partners India Investments III, LLC Nil 126,623,262 8.22
Nuvama Private Investments Trust-Nuvama Nil 12,168,907 71.15
Crossover Opportunities Fund – Series III
Nuvama Private Investments Trust-Nuvama Nil 9,464,591 71.15
Crossover Opportunities Fund – Series III A
Nuvama Private Investments Trust-Nuvama Nil 9,465,448 74.06
Crossover Opportunities Fund – Series III B
Sarin Family India LLC Nil 8,714,241 8.22
17
Name of the Promoter / Selling Number of Equity Shares acquired in Weighted average cost of acquisition
Shareholders last one year# per Equity Share (in ₹)*
SVF II Ostrich (DE) LLC Nil 810,424,447 50.94
Tekne Private Ventures XV, Ltd. Nil 36,319,597 113.12
#
Assuming conversion of CCPS. For details of the CCPS, see “Capital Structure” beginning on page 79.
*
As certified by B.B. & Associates, Chartered Accountants pursuant to their certificate dated December 22, 2023.
(b) Weighted average cost of acquisition at which Equity Shares were acquired by our Promoter and Selling Shareholders in
the 18 months preceding the date of this Draft Red Herring Prospectus:
Name of the Promoter / Selling Number of Equity Shares acquired in Weighted average cost of acquisition
Shareholders last eighteen months# per Equity Share (in ₹)*
Pre-CCPS Post-CCPS Post-CCPS Conversion
Conversion Conversion
Promoter (also the Promoter Selling Shareholder)
Bhavish Aggarwal Nil Nil N.A.
Promoter Group (also the Promoter Group Selling Shareholder)
Indus Trust Nil Nil N.A.
Investor Selling Shareholders
Ab Initio Capital, L.P. Nil 10,037,028 111.51
Alpha Wave Ventures II, LP Nil 128,503,423 62.38
Alpine Opportunity Fund VI, L.P. Nil 21,412,329 111.51
Ashna Advisors LLP Nil 601,828 71.15
Barry S. Sternlicht Nil 17,479,629 66.24
DIG Investment IV AB Nil 35,018,499 87.90
Internet Fund III Pte Ltd Nil 222,436,381 11.70
MacRitchie Investments Pte. Ltd. 16,733,981 46,028,218 75.11
Matrix Partners India III AIF Trust Nil 3,023,308 8.22
Matrix Partners India Investments III, LLC Nil 126,623,262 8.22
Nuvama Private Investments Trust-Nuvama Nil 12,168,907 71.15
Crossover Opportunities Fund – Series III
Nuvama Private Investments Trust-Nuvama Nil 9,464,591 71.15
Crossover Opportunities Fund – Series III A
Nuvama Private Investments Trust-Nuvama Nil 9,465,448 74.06
Crossover Opportunities Fund – Series III B
Sarin Family India LLC Nil 8,714,241 8.22
SVF II Ostrich (DE) LLC Nil 810,424,447 50.94
Tekne Private Ventures XV, Ltd. Nil 36,319,597 113.12
#
Assuming conversion of CCPS. For details of the CCPS, see “Capital Structure” beginning on page 79.
*
As certified by B.B. & Associates, Chartered Accountants pursuant to their certificate dated December 22, 2023.
(c) Weighted average cost of acquisition at which Equity Shares were acquired by our Promoter and Selling Shareholders in
the three years preceding the date of this Draft Red Herring Prospectus:
Name of the Promoter / Selling Number of Equity Shares acquired in Weighted average cost of acquisition
Shareholders the last three years# per Equity Share (in ₹)*
Pre-CCPS Post-CCPS Post-CCPS Conversion
Conversion Conversion
Promoter (also the Promoter Selling Shareholder)
Bhavish Aggarwal 1,377,660,870 1,377,660,870 Nil
Promoter Group (also the Promoter Group Selling Shareholder)
Indus Trust 141,958,544 141,958,544 Nil
Investor Selling Shareholders
Ab Initio Capital, L.P. Nil 10,037,028 111.51
Alpha Wave Ventures II, LP Nil 128,503,423 62.38
Alpine Opportunity Fund VI, L.P. Nil 21,412,329 111.51
Ashna Advisors LLP Nil 601,828 71.15
Barry S. Sternlicht Nil 17,479,629 66.24
DIG Investment IV AB Nil 35,018,499 87.90
Internet Fund III Pte Ltd Nil 222,436,381 11.70
MacRitchie Investments Pte. Ltd. 16,733,981 46,028,218 75.11
Matrix Partners India III AIF Trust Nil 3,023,308 8.22
Matrix Partners India Investments III, LLC Nil 126,623,262 8.22
Nuvama Private Investments Trust-Nuvama Nil 12,168,907 71.15
Crossover Opportunities Fund – Series III
Nuvama Private Investments Trust-Nuvama Nil 9,464,591 71.15
Crossover Opportunities Fund – Series III A
Nuvama Private Investments Trust-Nuvama Nil 9,465,448 74.06
Crossover Opportunities Fund – Series III B
Sarin Family India LLC Nil 8,714,241 8.22
18
Name of the Promoter / Selling Number of Equity Shares acquired in Weighted average cost of acquisition
Shareholders the last three years# per Equity Share (in ₹)*
SVF II Ostrich (DE) LLC Nil 810,424,447 50.94
Tekne Private Ventures XV, Ltd. Nil 36,319,597 113.12
#
Assuming conversion of CCPS. For details of the CCPS, see “Capital Structure” beginning on page 79.
*
As certified by B.B. & Associates, Chartered Accountants pursuant to their certificate dated December 22, 2023.
Average cost of acquisition of the Promoter and Selling Shareholders
The average cost of acquisition per Equity Share acquired by the Promoter and Selling Shareholders, as on the date of this Draft
Red Herring Prospectus is:
Name of the Promoter / Selling Number of Equity Shares held# Average cost of acquisition per Equity
Shareholders Share
(in ₹)*
Promoter (also the Promoter Selling Shareholder)
Bhavish Aggarwal 1,361,875,240 Negligible
Promoter Group (also the Promoter Group Selling Shareholder)
Indus Trust 141,959,272 Nil
Investor Selling Shareholders
Ab Initio Capital, L.P. 10,037,028 111.51
Alpha Wave Ventures II, LP 128,503,423 62.38
Alpine Opportunity Fund VI, L.P. 21,412,329 111.51
Ashna Advisors LLP 601,828 71.15
Barry S. Sternlicht 17,479,629 66.24
DIG Investment IV AB 35,018,499 87.90
Internet Fund III Pte Ltd 222,436,381 11.70
MacRitchie Investments Pte. Ltd. 46,028,218 75.11
Matrix Partners India III AIF Trust 3,023,308 8.22
Matrix Partners India Investments III, LLC 126,623,262 8.22
Nuvama Private Investments Trust-Nuvama 12,168,907 71.15
Crossover Opportunities Fund – Series III
Nuvama Private Investments Trust-Nuvama 9,464,591 71.15
Crossover Opportunities Fund – Series III A
Nuvama Private Investments Trust-Nuvama 9,465,448 74.06
Crossover Opportunities Fund – Series III B
Sarin Family India LLC 8,714,241 8.22
SVF II Ostrich (DE) LLC 810,424,447 50.94
Tekne Private Ventures XV, Ltd. 36,319,597 113.12
#
Assuming conversion of CCPS. For details of the CCPS, see “Capital Structure” beginning on page 79.
*
As certified by B.B. & Associates, Chartered Accountants pursuant to their certificate dated December 22, 2023.
Details of price at which specified securities were acquired in the last three years preceding the date of this Draft Red
Herring Prospectus by our Promoter, the Promoter Group, the Selling Shareholders and the Shareholders with rights
to nominate one or more directors on the Board
Except as stated below, there have been no Equity Shares or Preference Shares that were acquired in the last three years
preceding the date of this Draft Red Herring Prospectus, by our Promoter, the Promoter Group, the Selling Shareholders and
Shareholders with special right to nominate one or more directors on the Board of our Company. The details of the respective
price at which these acquisitions were undertaken is stated below:
A. Equity Shares
Name of the acquirer/shareholder Date of acquisition of Number of Equity Shares Face value per Acquisition price per
Equity Shares acquired Equity Share Equity Share
(in ₹)*
Promoter (also the Promoter Selling Shareholder)
Bhavish Aggarwal December 23, 2021 1,377,660,870 10 Nil
Promoter Group
ANI Technologies Private Limited December 23, 2021 146,248,500 10 Nil
Indus Trust (also the Promoter Group December 23, 2021 141,958,544 10 Nil
Selling Shareholder)
Naresh Kumar Aggarwal Nil Nil Nil Nil
Investor Selling Shareholders
Ab Initio Capital, L.P. Nil Nil Nil Nil
Alpha Wave Ventures II, LP Nil Nil Nil Nil
Alpine Opportunity Fund VI, L.P. Nil Nil Nil Nil
Ashna Advisors LLP Nil Nil Nil Nil
Barry S. Sternlicht Nil Nil Nil Nil
19
Name of the acquirer/shareholder Date of acquisition of Number of Equity Shares Face value per Acquisition price per
Equity Shares acquired Equity Share Equity Share
(in ₹)*
DIG Investment IV AB Nil Nil Nil Nil
Internet Fund III Pte Ltd Nil Nil Nil Nil
MacRitchie Investments Pte. Ltd. December 12, 2022 16,733,981 10 95.61
Matrix Partners India III AIF Trust Nil Nil Nil Nil
Matrix Partners India Investments III, Nil Nil Nil Nil
LLC
Nuvama Private Investments Trust- Nil Nil Nil Nil
Nuvama Crossover Opportunities Fund
– Series III
Nuvama Private Investments Trust- Nil Nil Nil Nil
Nuvama Crossover Opportunities Fund
– Series III A
Nuvama Private Investments Trust- Nil Nil Nil Nil
Nuvama Crossover Opportunities Fund
– Series III B
Sarin Family India LLC Nil Nil Nil Nil
SVF II Ostrich (DE) LLC Nil Nil Nil Nil
Tekne Private Ventures XV, Ltd. Nil Nil Nil Nil
Shareholders with right to nominate directors
SVF II Ostrich (DE) LLC Nil Nil Nil Nil
* As certified by B.B. & Associates, Chartered Accountants pursuant to their certificate dated December 22, 2023.
B. Preference Shares
Name of the acquirer/shareholder Date of acquisition of Number of CCPS acquired Face value per Acquisition price per
CCPS CCPS CCPS
(in ₹)*
Promoter (also the Promoter Selling Shareholder)
Bhavish Aggarwal Nil Nil Nil Nil
Promoter Group
ANI Technologies Private Limited December 23, 2021 29,639,696 10 Nil
Indus Trust (also the Promoter Group Nil Nil Nil Nil
Selling Shareholder)
Naresh Kumar Aggarwal January 22, 2022 181,653 10 55.05
Investor Selling Shareholders
Ab Initio Capital, L.P. February 25, 2022 11,005,355 10 101.70
Alpha Wave Ventures II, LP December 23, 2021 135,328,612 10 Nil
November 12, 2021 694 10 10,734,870.00
April 21, 2022 5,571,533 10 101.70
Alpine Opportunity Fund VI, L.P. February 25, 2022 23,478,092 10 101.70
Ashna Advisors LLP February 25, 2022 139,157 10 101.70
January 22, 2022 130,735 10 55.05
December 23, 2021 389,996 10 Nil
December 23, 2021 2 10 10,734,870.00
Barry S. Sternlicht February 25, 2022 2,201,071 10 101.70
December 23, 2021 16,964,826 10 Nil
October 8, 2021 87 10 10,734,870
DIG Investment IV AB September 22, 2023 84,252,000 10 10.00
February 25, 2022 11,005,355 10 101.70
December 23, 2021 20,279,792 10 Nil
October 8, 2021 104 10 10,734,870.00
Internet Fund III Pte Ltd September 22, 2023 82,600,000 10 10.00
December 23, 2021 236,922,570 10 Nil
MacRitchie Investments Pte. Ltd. December 23, 2021 33,734,654 10 Nil
December 21, 2021 173 10 10,734,870.00
Matrix Partners India III AIF Trust December 23, 2021 3,314,966 10 Nil
Matrix Partners India Investments III, December 23, 2021 138,838,576 10 Nil
LLC
Nuvama Private Investments Trust- February 25, 2022 2,813,740 10 101.70
Nuvama Crossover Opportunities Fund January 22, 2022 1,364,214 10 55.05
– Series III December 23, 2021 9,164,906 10 Nil
December 23, 2021 47 10 10,734,870.00
Nuvama Private Investments Trust- February 25, 2022 2,188,438 10 101.70
Nuvama Crossover Opportunities Fund January 22, 2022 779,292 10 55.05
– Series III A December 23, 2021 7,409,924 10 Nil
December 21, 2021 38 10 10,734,870.00
September 30, 2022 3,704,981 10 57.36
20
Name of the acquirer/shareholder Date of acquisition of Number of CCPS acquired Face value per Acquisition price per
CCPS CCPS CCPS
(in ₹)*
Nuvama Private Investments Trust- June 1, 2022 4,485,014 10 57.56
Nuvama Crossover Opportunities Fund March 29, 2022 2,188,637 10 105.27
– Series III B
Sarin Family India LLC December 23, 2021 9,554,902 10 Nil
SVF II Ostrich (DE) LLC November 1, 2021 4,557 10 9,058,431.69
December 23, 2021 888,605,886 10 Nil
Tekne Private Ventures XV, Ltd. July 14, 2023 41,300,000 10 10.00
February 25, 2022 36,337,431 10 101.70
Shareholders with right to nominate directors
SVF II Ostrich (DE) LLC November 1, 2021 4,557 10 9,058,431.69
December 23, 2021 888,605,886 10 Nil
* As certified by B.B. & Associates, Chartered Accountants pursuant to their certificate dated December 22, 2023.
Weighted average cost of acquisition of all shares transacted in three years, eighteen months and one year immediately
preceding this Draft Red Herring Prospectus
Period Weighted Average Cost of Cap Price is ‘X’ times the Weighted Average Range of acquisition price:
Acquisition (in ₹) Cost of Acquisition Lowest Price – Highest Price
(in ₹)
Last one year 46.79 [●]* Nil**-129.90
Last eighteen 47.23 [●]* Nil**-129.90
months
Last three years 22.32 [●]* Nil**-129.90
* To be updated upon finalization of the Price Band.
** Acquisition price of Equity Shares acquired pursuant to gifts is Nil.
Issue of Equity Shares made in the last one year for consideration other than cash
Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the date of this Draft
Red Herring Prospectus.
Split or consolidation of Equity Shares in the last one year
Our Company has not undertaken sub-division or consolidation of its equity shares in the one year preceding the date of this
Draft Red Herring Prospectus.
Financing Arrangements
There have been no financing arrangements whereby our Promoter, members of our Promoter Group, our Directors and their
relatives have financed the purchase by any other person of securities of our Company, during a period of six months
immediately preceding the date of this Draft Red Herring Prospectus.
Details of pre-IPO placement
Our Company, in consultation with the BRLMs, may consider a further issue of Equity Shares as may be permitted under
applicable law to any person(s) of [●] Equity Shares for an amount aggregating up to ₹11,000 million, at its discretion, prior to
the filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is undertaken, the Fresh Issue size will be
reduced to the extent of such Pre-IPO Placement, subject to the Offer complying with Rule 19(2)(b) of SCRR.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not applied for or received any exemption from the SEBI from complying with any provisions of securities
laws, as on the date of this Draft Red Herring Prospectus.
21
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and possessions
and all references to the “Government”, “Indian Government”, “GOI”, “Central Government” or the “State Government” are
to the Government of India, central or state, as applicable. All references to the “US”, “U.S.”, “USA” or “United States” are to
the United States of America and its territories and possessions.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the corresponding page
numbers of this Draft Red Herring Prospectus. Unless otherwise specified, any time mentioned in this Draft Red Herring
Prospectus is in IST. Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar
year.
Financial Data
Our Company’s Financial Year commences on April 1 and ends on March 31 of the next year. Unless stated otherwise, all
references in this Draft Red Herring Prospectus to the terms Fiscal or Fiscal Year or Financial Year are to the 12 months ended
March 31 of such year.
Unless the context requires otherwise, the financial information in this Draft Red Herring Prospectus is derived from our
Restated Consolidated Financial Information, which comprise the restated consolidated statement of assets and liabilities as at
June 30, 2023, March 31, 2023, March 31, 2022 and March 31, 2021, the restated consolidated statement of profit and loss
(including other comprehensive income), the restated consolidated statement of changes in equity, the restated consolidated
statement of cash flow, for the three-months period ended June 30, 2023, and for the years ended March 31, 2023, March 31,
2022 and March 31, 2021, the summary statement of significant accounting policies and other explanatory notes, prepared in
accordance with Ind AS and as per requirement of Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI ICDR
Regulations, as amended and the Guidance Note on ‘Reports in Company Prospectuses (Revised 2019)’ issued by the Institute
of Chartered Accountants of India, as amended from time to time. For further information, see “Summary of Financial
Information”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” beginning on pages 66, 232 and 308, respectively.
There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those differences
or quantify their impact on the financial data included in this Draft Red Herring Prospectus and it is urged that you consult your
own advisors regarding such differences and their impact on our Company’s financial data. For details in connection with risks
involving differences between Ind AS, U.S. GAAP and IFRS see “Risk Factors – Significant differences exist between Indian
accounting standard (“Ind AS”) and other accounting principles, such as international financial reporting standards (“IFRS”)
and United States generally accepted accounting principles (“US GAAP”), which may be material to investors’ assessments
of our financial condition.” on page 58. The degree to which the financial information included in this Draft Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
policies and practices, the Companies Act, 2013, Ind AS and the SEBI ICDR Regulations. Any reliance by persons not familiar
with Indian accounting policies and practices on the financial disclosures presented in this Draft Red Herring Prospectus should
accordingly be limited.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are
due to rounding off. All figures in decimals have been rounded off to the second decimal place and all percentage figures have
been rounded off to two decimal places. However, where any figures that may have been sourced from third-party industry
sources are rounded off to other than two decimal points in their respective sources, such figures appear in this Draft Red
Herring Prospectus as rounded-off to such number of decimal points as provided in such respective sources.
Unless the context otherwise indicates, any percentage amounts, or ratios as set forth in “Risk Factors”, “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 28, 153 and
308, respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of amounts derived
from our Restated Consolidated Financial Information.
22
Non-GAAP Financial Measures
Certain non-GAAP financial measures relating to our financial performance, namely Net Worth, Return on Net Worth, Net
Asset Value per Equity Share, EBITDA, EBITDA Margin %, Adjusted Gross Margin and Adjusted Gross Margin %, have been
included in this Draft Red Herring Prospectus and are a supplemental measure of our performance and liquidity that are not
required by, or presented in accordance with, Ind AS, IFRS or US GAAP. Further, these Non-GAAP measures are not a
measurement of our financial performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered in
isolation or construed as an alternative to cash flows, profit/ (loss) for the period / year or any other measure of financial
performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating,
investing or financing activities derived in accordance with Ind AS, IFRS or US GAAP. These non-GAAP financial measures
and other information relating to financial performance may not be computed on the basis of any standard methodology that is
applicable across the industry and, therefore a comparison of similarly titled Non-GAAP Measures or other information relating
to operations and financial performance between companies may not be possible. Other companies may calculate the Non-
GAAP Measures differently from us, limiting their usefulness as a comparative measure. Although the Non- GAAP measures
are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management
believes that they are useful information in relation to our business and financial performance. For further details see “Risk
Factors- Significant differences exist between Indian accounting standard (“Ind AS”) and other accounting principles, such as
international financial reporting standards (“IFRS”) and United States generally accepted accounting principles (“US
GAAP”), which may be material to investors’ assessments of our financial condition.” on page 58.
Currency and Units of Presentation
All references to:
• “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupees, the official currency of the Republic of India;
• “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America;
• “GBP” or “£” are to British Pound Sterling, the official currency of the United Kingdom;
• “EUR” or “€” are to Euro, the official currency of certain member states of the European Union; and
• “RMB” or “¥” are to Renminbi or Chinese Yuan, the official currency of People’s Republic of China.
Our Company has presented certain numerical information in this Draft Red Herring Prospectus in “million” units or in whole
numbers where the numbers have been too small to represent in millions. One million represents 1,000,000, one billion
represents 1,000,000,000 and one trillion represents 1,000,000,000,000. Figures sourced from third-party industry sources may
be expressed in denominations other than millions and such figures have been expressed in this Draft Red Herring Prospectus
in such denominations as provided in such respective sources.
Exchange Rates
This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation
that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and
other foreign currencies:
(amount in ₹)
Currency Exchange rate as at
June 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
1 USD 82.04 82.22 75.81 73.50
1 EUR 89.13 89.61 84.66 86.10
1 GBP 103.51 101.87 99.55 100.95
1 RMB 11.32 11.94 11.88 11.14
Source: www.fbil.org.in; www.oanda.com
Industry and Market Data
Unless stated otherwise, information pertaining to the industry in which our Company operates in, contained in this Draft Red
Herring Prospectus is derived from the Redseer Report which has been exclusively commissioned and paid for by our Company,
for the purpose of understanding the industry in connection with this Offer, since no report is publicly available which provides
a comprehensive industry analysis, particularly for our Company’s services, that may be similar to the Redseer Report. This
Draft Red Herring Prospectus contains certain data and statistics from the Redseer Report, which is available on the website of
our Company at https://olaelectric.com/investor-relations/reports.
Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable but accuracy, completeness and underlying assumptions of
23
such third-party sources are not guaranteed. Although the industry and market data used in this Draft Red Herring Prospectus
is reliable, the data used in these sources may have been re-classified by us for the purposes of presentation however, no material
data in connection with the Offer has been omitted. Data from these sources may also not be comparable.
Industry sources and publications may base their information on estimates and assumptions that may prove to be incorrect. The
extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful depends upon the
reader’s familiarity with, and understanding of, the methodologies used in compiling such information. There are no standard
data gathering methodologies in the industry in which our Company conducts business and methodologies and assumptions
may vary widely among different market and industry sources. Such information involves risks, uncertainties and numerous
assumptions and is subject to change based on various factors, including those discussed in “Risk Factors – We have used
information from the Redseer Report which we commissioned for industry related data in this Draft Red Herring Prospectus
and any reliance on such information is subject to inherent risks.” on page 51.
In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” beginning on page 117 includes information relating
to our peer group companies. Such information has been derived from publicly available sources specified herein. Accordingly,
no investment decision should be made solely on the basis of such information.
The Redseer Report is subject to the following disclaimer:
“The market information in this Report is arrived at by employing an integrated research methodology which includes
secondary and primary research. Our primary research work includes surveys and in-depth interviews of consumers, customers
and other relevant ecosystem participants, and consultations with market participants and experts. In addition to the primary
research, quantitative market information is also derived based on data from trusted portals and industry publications.
Therefore, the information is subject to limitations of, among others, secondary statistics and primary research, and
accordingly the findings do not purport to be exhaustive. Redseer’s estimates and assumptions are based on varying levels of
quantitative and qualitative analyses from various sources, including industry journals, company reports and information in
the public domain. Redseer’s research has been conducted with a broad perspective on the industry and will not necessarily
reflect the performance of individual companies in the industry. Any financial information pertaining to peer group companies
provided in this Report has been obtained from filings made by such companies with the Registrar of Companies or as publicly
available on their respective websites. No independent research, analysis or verification has been made by Redseer in respect
of such financial information.
While Redseer has taken due care and caution in preparing this Report based on information obtained from sources generally
believed to be reliable, its accuracy, completeness and underlying assumptions are subject to limitations like interpretations of
market scenarios across sources, data availability, amongst others.
Forecasts, estimates and other forward-looking statements contained in this Report are inherently uncertain and could fluctuate
due to changes in factors underlying their assumptions, or events or combinations of events that cannot be reasonably foreseen.
The forecasts, estimates and other forward-looking statements in this Report depend on factors like the recovery of the economy,
evolution of consumer sentiments, the competitive environment, amongst others, leading to significant uncertainty, all of which
cannot be reasonably and accurately accounted for. Actual results and future events could differ materially from such forecasts,
estimates, or such statements.
This Report is not a recommendation to invest/disinvest in any entity covered in the Report and this Report should not be
construed as investment advice within the meaning of any law or regulation.
Without limiting the generality of the foregoing, nothing in this Report should be construed as Redseer providing or intending
to provide any services in jurisdictions where it does not have the necessary permission and/or registration to carry out its
business activities in this regard. No part of this Report shall be reproduced or extracted or published in any form without
Redseer’s prior written approval.”
Notice to Prospective Investors in the United States
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Draft Red Herring
Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the United
States. In making an investment decision, investors must rely on their own examination of our Company and the terms of the
Offer, including the merits and risks involved. The Equity Shares offered in the Offer have not been and will not be registered
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the
United States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities
laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons reasonably believed to
be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in this Draft Red
Herring Prospectus as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional
investor defined under applicable Indian regulations and referred to in this Draft Red Herring Prospectus as “QIBs”) in
transactions exempt from the registration requirements of the U.S. Securities Act and (b) outside of the United States in offshore
24
transactions as defined in and in compliance with Regulation S and the applicable laws of the jurisdiction where those offers
and sales are made. See “Other Regulatory and Statutory Disclosures – Eligibility and Transfer Restrictions” on page 352.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Bids may not be made, by persons in any such jurisdiction except in compliance with the
applicable laws of such jurisdiction.
25
FORWARD-LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain forward-looking statements. All statements contained in this Draft Red
Herring Prospectus that are not statements of historical fact constitute “forward-looking statements”. All statements regarding
our expected financial condition and results of operations, business, plans and prospects are forward-looking statements. These
forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”,
“estimate”, “intend”, “likely to”, “seek to”, “shall”, “objective”, “plan”, “project”, “propose”, “will”, “will continue”, “will
pursue” or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals
are also forward-looking statements. All forward-looking statements whether made by us or any third parties in this Draft Red
Herring Prospectus are based on our current plans, estimates, presumptions and expectations and are subject to risks,
uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the
relevant forward-looking statement, including but not limited to, regulatory changes pertaining to the industry in which we
operate and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion,
technological changes, our exposure to market risks, general economic and political conditions in India and globally, which
have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the
financial markets in India and globally, changes in domestic and international laws, regulations and taxes and changes in
competition in our industry. Important factors that could cause actual results to differ materially from our expectations include,
but are not limited to, the following:
1. We have a limited operating history and have incurred losses and negative cash flows from operations;
2. We could experience defects, quality issues or disruptions in the supply, or increase in prices of, components used in
our EVs, which can adversely affect our product pricing and manufacturing and delivery timelines;
3. Defects in our EVs, or their failure to perform as per industry standards or meet the performance levels advertised
could adversely impact our brand and reputation and result in product recalls or legal actions against us;
4. Risks hindering our in-house cell manufacturing capabilities at the Ola Gigafactory;
5. Any reductions or eliminations of government incentives such as the Faster Adoption and Manufacturing of Electric
(“FAME”) subsidy, benefits under the production linked incentive (“PLI”) scheme for Automobile and Auto
Component Industry (“Automobile PLI Scheme”), PLI Scheme for National Programme on Advanced Chemistry
Cell Battery Storage (“Cell PLI Scheme”) (together “PLI Schemes”), subsidies from the government of Tamil Nadu,
and goods and services tax concessions available to our customers or the ineligibility of any of our EVs for such
subsidies;
6. Failure to accurately estimate the supply and demand for our EVs could lead to either a shortage or excess in inventory,
while low demand for our EVs and low capacity utilization of our Ola Futurefactory could limit our ability to leverage
economies of scale;
7. Our ability to successfully develop, introduce, manufacture, market and deliver new EV models of high quality on
schedule and on a large scale;
8. Our ability to compete successfully in the highly competitive and fast evolving automotive market;
9. Delays, disruptions or cost overruns in the expansion of our Ola Futurefactory; and
10. Our ability to attract and retain customers.
For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages
28, 153 and 308, respectively. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those
that have been estimated and are not a guarantee of future performance.
Forward-looking statements reflect current views of our Company as on the date of this Draft Red Herring Prospectus and are
not a guarantee of future performance. There can be no assurance to investors that the expectations reflected in these forward-
looking statements will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on
such forward-looking statements and not to regard such statements to be a guarantee of our future performance.
These statements are based on our management’s belief and assumptions, which in turn are based on currently available
information. Although we believe the assumptions upon which these forward-looking statements are based on are reasonable,
any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could
be incorrect. Neither our Company, any Selling Shareholder, our Directors, the BRLMs nor any of their respective affiliates
26
have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to
reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the
requirements of the SEBI, our Company shall ensure that Bidders in India are informed of material developments, in relation
to statements and undertakings confirmed and undertaken by our Company and each of the Selling Shareholders, severally and
not jointly, in relation to itself as a Selling Shareholder and its respective portion of the Offered Shares, in the Red Herring
Prospectus, from the date thereof until the time of the grant of listing and trading permission by the Stock Exchanges for the
Offer. In this regard, each of the Selling Shareholders shall, severally and not jointly, ensure that our Company and BRLMs
are informed of material developments in relation to the statements and undertakings specifically confirmed or undertaken by
such Selling Shareholder in relation to itself as a Selling Shareholder and its respective portion of the Offered Shares in the Red
Herring Prospectus, from the date thereof until the time of the grant of listing and trading permission by the Stock Exchanges
for the Offer.
27
SECTION II: RISK FACTORS
An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the information in this
Draft Red Herring Prospectus, including the risks and uncertainties described below before making an investment in our Equity
Shares.
We have described the risks and uncertainties that we believe are material, but these risks and uncertainties may not be the
only risks relevant to us, our Equity Shares, or the industry in which we currently operate or propose to operate. Unless
specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implications
of any of the risks mentioned in this section. If any or a combination of the following risks actually occur, or if any of the risks
that are currently not known or deemed to be not relevant or material now actually occur or become material in the future, our
business, cash flows, prospects, financial condition and results of operations could suffer, the trading price of our Equity Shares
could decline, and you may lose all or part of your investment. For more details on our business and operations, see “Our
Business,” “Industry Overview,” “Key Regulations and Policies,” “Restated Consolidated Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 153, 129, 189, 232 and
308, respectively, as well as other financial information included elsewhere in this Draft Red Herring Prospectus. In making
an investment decision, you must rely on your own examination of our Company and the terms of the Offer, including the merits
and risks involved, and you should consult your tax, financial and legal advisors about the particular consequences of investing
in the Offer. Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws
of India and is subject to a legal and regulatory environment which may differ in certain respects from that of other countries.
This Draft Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and
uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result
of certain factors, including but not limited to the considerations described below and elsewhere in this Draft Red Herring
Prospectus. For details, see “Forward-Looking Statements” on page 26.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled ‘Electric
Vehicle (EV) Market in India’ dated December 21, 2023 prepared and issued by Redseer, which has been commissioned and
paid for by us and prepared, only for the purposes of understanding the industry exclusively in connection with the Offer. The
Redseer Report is available at the following web-link: https://olaelectric.com/investor-relations/reports. Unless otherwise
indicated, all financial, operational, industry and other related information derived from the Redseer Report and included
herein with respect to any particular year, refers to such information for the relevant year. For further details, please see “ –
We have used information from the Redseer Report which we commissioned for industry related data in this Draft Red Herring
Prospectus and any reliance on such information is subject to inherent risks.” and “Industry Overview” on pages 51 and 129,
respectively. Unless otherwise indicated or unless context requires otherwise, the financial information in this section has been
derived from the Restated Consolidated Financial Information. See “Restated Consolidated Financial Information” on page
232. Our financial year commences on April 1 and ends on March 31 of the subsequent year, and references to a particular
financial year are to the 12 months ended March 31 of that year.
Internal Risks
1. We have a limited operating history and have incurred losses and negative cash flows from operations.
We have a limited operating history. Incorporated in 2017, our Company is a pure EV player in India building
vertically integrated technology and manufacturing capabilities for EVs and EV components. We delivered our first
electric vehicle (“EV”) scooter in December 2021. We have incurred losses and negative cash flows from operating
activities in the three-months period ended June 30, 2023 and Fiscals 2023, 2022 and 2021 as shown below:
Amount in ₹ million
Three-months period Fiscal 2023 Fiscal 2022 Fiscal 2021
ended June 30, 2023
Loss Before Tax (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Net cash used in (972.37) (15,072.71) (8,849.54) (2,520.25)
Operating Activities
We may continue to incur operating losses in the near term as we invest in our business and expand our product
portfolio, build capacity and scale our operations. For example, the expansion of our product portfolio, including the
introduction of Ola S1 Air, the Ola S1 X+, Ola S1 X (2 kWh) and Ola S1 X (3 kWh) and our strategy of expanding
our sales footprint across international automotive markets, could result in an increase in our operating costs. We
cannot assure you that we will be able to manage costs effectively to sell our products at favourable margins or that
our expansion into international markets will prove to be profitable. Failure to become profitable would materially and
adversely affect the value of your investment in our Company. Our Material Subsidiary, OET incurred losses in the
three-months period ended June 30, 2023, Fiscals 2023, 2022 and 2021 and our Subsidiary, Ola Cell Technologies
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Private Limited (“OCT”), which was incorporated in Fiscal 2023, incurred losses in the three-months period ended
June 30, 2023 and Fiscal 2023. Additionally, under the terms of the financing arrangements of OCT, our Company is
required to provide equity and/ or debt financing to OCT. We cannot assure you that our Company will have sufficient
free cash reserve to infuse as debt and/or equity in OCT. Since our operations are undertaken primarily through our
Subsidiaries, their continued viability is critical for us to maintain and achieve profitability. Further, under Ind AS,
any grant of options under our ESOP Scheme results in a charge to our profit and loss statement based on the fair value
of the ESOPs on the date on which the grant is made and such expenses reduce our profitability to that extent for the
relevant financial quarter or year.
As we have a limited operating history, there is a limited historical basis on which we can make judgments regarding
our ability to develop, manufacture, and deliver EVs or their components or our future results of operations, including
our ability to achieve profitability in the future. We have heavily invested in and plan to continue investing in R&D
and technology, including developing our cell manufacturing capabilities through the BIC. There is no assurance that
we will realize returns on such investments.
In addition, once the batteries installed in the scooters that we have sold reach the end of their lifecycle and are required
to be replaced, some of our customers may consider the cost of replacing the batteries in our EVs to be high. In such
cases, we may lose customers or experience lower demand for our EVs. Our business and prospects should be
considered in light of the risks and challenges we face as a new entrant in the EV industry, including with respect to
our ability to advance our EV technologies; develop and manufacture reliable EVs and EV components that appeal to
customers; deliver and service a large volume of EVs; maintain our brand cost-effectively, which may require
additional expenditure and time and the successful completion of several product delivery cycles; successfully launch
new electric two-wheeler (“E2W”) models and expand our product portfolio; navigate the dynamic EV regulatory
environment in India and overseas; improve our operational efficiency; adapt to customer demands and feedback;
manage our supply chain effectively; adapt to technological developments and changes in the competitive landscape;
and manage our growth effectively, including our potential long-term expansion into other geographies. If we fail to
address any or all of these risks and challenges, our business may be materially and adversely affected.
2. We could experience defects, quality issues or disruptions in the supply or increase in prices of components used
in our electric vehicles thus increasing material costs and the price of our electric vehicles and impacting our
projected manufacturing and delivery timelines.
We manufacture certain EV components, while others are sourced from third-party domestic and foreign suppliers.
We imported cells from foreign suppliers. Batteries for our EV scooters constituted approximately 35% of the bill of
materials (“BOM”) for Ola S1 Pro scooters as September 30, 2023.
The table below shows the total cost of materials consumed for our EV scooters as a percentage of our expenses for
the three-months period ended June 30, 2023 and Fiscals 2023 and 2022, respectively, after we commenced delivery
of our first EV model in December 2021:
Amount in ₹ million except percentage values
Three-months period Fiscal 2023 Fiscal 2022
ended June 30, 2023
% Cost of materials 76.23% 64.50% 49.83%
consumed
Total Expenses 14,607.15 38,833.75 11,738.12
While we provide our suppliers with the design specifications of certain of our EV components such as the body panels
and frames of our scooters and in some instances, necessary tools to manufacture our EV components, we cannot
guarantee that the quality of the EV components manufactured by them will be consistent and maintained as per our
design specifications and will be consistent across multiple suppliers. We also cannot guarantee the suppliers’
compliance with ethical business practices, such as environmental responsibilities, industry standards on sustainability,
fair wage practices and compliance with child labour laws, among others. While our suppliers provide product
warranties, any defects or quality issues with these components or any incidents of non-compliance by these suppliers
could result in quality issues with our EVs, interruptions or delays in the supply of EV components and consequently
adversely impact our brand image and results of operations.
There can be no assurance that our existing suppliers will be able to provide adequate materials and EV components
in a timely manner as we scale up our operations. For instance, in calendar year 2022, we faced delays in the delivery
of electronic child parts due to a global shortage of such parts in the auto industry as per the Redseer Report, which
resulted in a delay in our EV production. If we are unable to successfully retain these suppliers on commercially
favourable terms, we may have to seek alternative suppliers as replacement which may result in increased cost, delays
in EV production, EV component replacement and servicing and ultimately reduce our EV sales, which in turn could
adversely affect our results of operations and brand image. In addition, delays in replacing our limited source suppliers
could cause disruptions in our supply chain. If we seek to diversify suppliers in the future, we may not be able to do
so within our preferred timeframe or budget. Furthermore, external factors such as currency fluctuations, tariffs or
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shortages in petroleum and other economic or political conditions may result in significant increases in freight charges
and costs of raw materials and EV components thus, increasing our operating costs and reducing our margins, and in
some cases, causing delays in procurement of such materials and EV components.
With respect to batteries in particular, we are exposed to multiple risks relating to availability and pricing of quality
cells as we do not have any long-term contracts for a duration greater than a year with our cell supplier. Furthermore,
although we have sought to work with reputed suppliers for each of our battery components, we may still face risks in
receiving a steady supply of components. These risks include the inability or unwillingness of cell manufacturers to
build or operate cell manufacturing plants to supply the numbers of cells (including the applicable chemistries) required
to support the growth of the electric or plug-in hybrid vehicle industry as demand for EVs increases; disruption in the
supply of cells due to quality issues or recalls by the cell manufacturers; and an increase in the cost, or decrease in the
available supply of raw materials used in cell manufacturing, such as lithium, nickel, cobalt and manganese oxides,
aluminium, graphite, copper and other minerals. The growth in popularity of EVs without a significant expansion in
cell production capacity could result in shortages which would result in suppliers increasing their prices in response
to increased demand thus leading to increased material costs, and would impact our projected manufacturing and
delivery timelines, and adversely affect our business, prospects, financial condition, results of operations, and cash
flows.
3. If our electric vehicles contain defects, do not perform as per industry standards and/or fail to meet the performance
levels advertised, our brand and reputation and our ability to develop, market and sell our electric vehicles could
be adversely impacted, and we may be compelled to undertake product recalls or similar corrective actions and have
legal actions taken against us.
As a new entrant in the EV industry, we have a limited operating history in manufacturing, testing, delivering, and
servicing our EVs. While any EVs that we deliver must meet the relevant EV standards prescribed by the Automotive
Research Association of India (“ARAI”) and the Automotive Industry Standards as amended from time to time, these
testing and approval protocols may not succeed in identifying and addressing all latent, potential and other defects.
We cannot assure you that we will be able to detect and fix any defects in the EVs on a timely basis, or at all. Any
defects or any other failure of our EVs to perform or operate as advertised could harm our reputation and result in
negative publicity, loss of revenue, delivery delays, product liability claims, harm to the ‘Ola’ brand, and significant
expenses including warranty claims, cause us to be subject to potential lawsuits, diversion of our management’s
attention and other resources that could materially and adversely affect our business, financial condition, results of
operations and prospects. For details on litigation initiated by customers before consumer forums, please refer to
“Outstanding Litigation and Material Developments – Litigation involving our Company – Litigation against our
Company – Other Matters” on page 340. In addition, there could be mal-operation, negligence, or failure to follow
protocols by our employees or our third-party service providers.
If any of our EVs or EV components procured from suppliers or manufactured internally (including our cells) prove
to be defective or noncompliant with applicable government motor vehicle safety standards, due to human error, or
otherwise, we or our suppliers may be compelled to initiate product recalls. For example, we identified 1,441 EV
scooters manufactured between February 5, 2022 and February 9, 2022 suspected to contain faulty batteries. We gave
the owners of such scooters the option to bring in their scooters for a detailed diagnostics and health check of their
scooters and battery packs, and undertook to replace any batteries that were found to be faulty based on certain test
results. 678 customers came forth for such inspection and we were not required to replace any batteries. Such
inspections, repairs and replacements involve significant expenses, the possibility of lawsuits, and diversion of
management’s attention and other resources, which could adversely affect our brand image in our target market and
our business, prospects, financial condition, results of operations, and cash flows.
4. We may face various risks that could hinder our in-house cell manufacturing capabilities at the Ola Gigafactory.
We are constructing the Ola Gigafactory for cell manufacturing in Krishnagiri district in Tamil Nadu, India. Phase
1(a) of the Ola Gigafactory is expected to be operational by March 31, 2024, at which time it will have a production
capacity of 1.4 GWh. We expect to complete Phase 1(b) and expand the production capacity of the Ola Gigafactory
to 5 GWh by October 2024.
We may face significant delays in setting up of the factory, including procurement and successful integration of local
and imported machinery, shortcomings in the operation and maintenance of the factory and delays or failure in receipt
of key government approvals. We may also be unable to achieve the level of automation and precision required for
cell manufacturing. We aim to develop new cell form factors which are capable of storing five times the energy of
conventional cell form factors and use advanced technologies such as advanced electrode manufacturing technologies.
Thus, we face higher risks of delays and cost overruns due to research and development spends and capital expenditure.
Even after developing our cells, the manufacturing process takes significant time to perfect, which may result in us
achieving a low cell yield for a considerable duration during the initial stages of cell production thereby impacting our
ability to achieve profitability in our cell business. Furthermore, our cell manufacturing processes may be impacted
by import regulations and duties that may limit the amount of raw materials we can import into India in order to
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manufacture our own cells. Our cell manufacturing capabilities may also be hindered due to any future government
regulations that may not favour Indian cell manufacturers. See “ – Natural disasters, fires, epidemics, pandemics, acts
of war, terrorist attacks, civil unrest and other events could materially and adversely affect our business” on page 54.
The land on which we are building the Ola Gigafactory has been leased from the State Industries Promotion
Corporation of Tamil Nadu Limited (“SIPCOT”) and leased to our Subsidiary, OCT. In addition, the Government of
Tamil Nadu and our Company have also entered into a memorandum of understanding (“SIPCOT MoU”), to govern
the terms and conditions of usage of land at Krishnagiri and Dharmapuri districts of Tamil Nadu to establish the Ola
Gigafactory. In terms of the SIPCOT MoU, our Company is subject to certain covenants such as inter alia (i) minimum
investment in certain fixed assets within a specified time period; and (ii) providing a certain amount of employment at
the Ola Gigafactory during such time period when the minimum investment is undertaken. Any failure by us in
complying with the conditions set out in our lease agreement with SIPCOT may subject us to fines, penalties, legal
proceedings and cancellation of the allotment.
We intend to fund Phases 1(a) and 1(b) of the construction of the Ola Gigafactory using internal accruals and long-
term borrowings availed by OCT, and utilize a portion of the proceeds from this Offer to fund phase 2 of the project.
For further details, see “Objects of the Offer” on page 97. Any delay in financing this project could significantly delay
our plans to expand our operations and achieve economies of scale for our existing and future EV models.
OCT has entered into a common rupee facility agreement dated October 12, 2023 (“Facility Agreement”) with the
State Bank of India (“SBI”) for a term loan for partly funding 5 GWh of the Ola Gigafactory. The tenor of the Facility
Agreement is 11 years from January 30, 2023. Further, OCT and OET have entered into an offtake agreement dated
January 30, 2023 (“Effective Date”), for the supply of 4680- form factor cells by OCT to OET for the EVs
manufactured by OET which is valid for six years from the Effective Date unless terminated earlier in accordance with
the offtake agreement. The offtake agreement also includes minimum purchase commitments by OET. Any default or
breach or termination of the offtake agreement without approval of SBI would result in an event of default under the
Facility Agreement. Consequence of such an event of default includes inter alia appointment of a nominee director,
conversion of debt into equity, cancellation, termination or suspension of commitments, enforcement of security and
exercise of rights specified in the corporate guarantee executed by our Company in favour of SBICAP Trustee
Company Limited dated October 12, 2023.
We have developed cell technology around the 4680 form factor, for which testing is in progress. We expect to use
the cells produced by the Ola Gigafactory for both our existing products, future planned products, and to build energy
products like battery energy storage systems. We cannot guarantee that the new 4680-form factor cells or other new
technology we launch will achieve general market acceptance in India or abroad. According to the Redseer Report,
the technology surrounding cells is rapidly evolving with the development of advanced technologies and battery
alternatives as of September 30, 2023. We may face competition from more advanced cell technology developed by
other manufacturers and other battery alternatives being developed and used globally such as lithium iron phosphate
and nickel manganese cobalt oxide cathode batteries, which may cause our cell technology to become obsolete in
comparison. Prolonged disadvantageous exchange rate movements and inflation may also substantially increase our
costs and adversely affect our results of operations.
5. Any reduction or elimination of government incentives such as the Faster Adoption and Manufacturing of Electric
(“FAME”) subsidy, benefits under the production linked incentive (“PLI”) scheme for Automobile and Auto
Component Industry (“Automobile PLI Scheme”), PLI Scheme for National Programme on Advanced Chemistry
Cell Battery Storage (“Cell PLI Scheme”) (together “PLI Schemes”), subsidies from the government of Tamil
Nadu, and goods and services tax concessions available to our customers or the ineligibility of any of our electric
vehicles for such subsidy would increase the purchase cost of our electric vehicles and could adversely affect
customer demand for our electric vehicles.
FAME subsidies for EVs were introduced by the Government of India to narrow the gap between prices of traditional
internal combustion engine (“ICE”) vehicles and EVs and encourage EV adoption. We submit subsidy claims for EVs
sold that meet the government’s performance and efficiency eligibility criteria and receive the subsidies directly. The
applicable FAME subsidy is priced into the retail price of our EVs.
In addition to the above, the Government of India has also introduced various PLI Schemes. The Cell PLI Scheme
proposes to provide incentives to potential domestic and overseas investors to set-up giga-scale advanced chemistry
cell manufacturing facilities in India. For further details on the FAME and PLI Schemes, refer to “Key Regulations
and Policies” beginning on page 189.
Our Company has been approved to be eligible for the Cell PLI Scheme vide an approval dated March 28, 2022, from
the Ministry of Heavy Industries, Government of India, subject to certain conditions. The Cell PLI Scheme provides
for a cash incentive to be distributed to our Company on a quarterly basis which is dependent on the percentage of
value addition during the relevant period and actual sale of the advanced chemistry cells. Under the Cell PLI Scheme,
we are required to manufacture cells as per the committed capacity specified in our bid. Accordingly, we are required
to achieve 1GWh capacity in the first year in Fiscal 2024, 5GWh capacity in the second year, 10GWh capacity in the
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third year and 20GWh capacity by the fourth year. If we fail to achieve the agreed upon capacity each year, the
Government of India has the right to deduct twice the shortfall in the committed capacity from the total subsidy payable
to us. Furthermore, the Government of India has the right to discontinue payment of any subsidy and appropriate the
performance security furnished by us in case we fail to achieve the agreed upon milestones.
Our Material Subsidiary, OET has been approved to be eligible for the Champion OEM Incentive Scheme under the
Automobile PLI Scheme vide a letter of award dated February 22, 2022, from the Industrial Finance Corporation of
India Limited (“IFCI”). Under the Automobile PLI Scheme, the incentive amount ranges between 13% and 18% of
the “determined sales value” (“DSV”).
Further, we receive subsidies from the Government of Tamil Nadu, such as (i) investment promotion subsidies; (ii)
incentive for GST on capital goods; (iii) land cost subsidy; and (iv) electricity tax incentive. Moreover, the GST council
in its 47th meeting recommended that the EVs, whether or not fitted with a battery pack, are eligible for concessional
GST rate of 5%.
The reduction, elimination, non-receipt, or delay in receiving such incentives and subsidies from the government
would reduce the demand for EVs and cause us to become less price competitive in comparison to conventional ICE
vehicles which are currently lower priced.
In the future, there may be new opportunities for us to apply for grants, loans and other incentives from the Indian
government and foreign governments. Our ability to obtain funds or incentives from governments is subject to the
availability of funds and total funds allocated under applicable government programs and approval of our applications
to participate in such programs which are highly competitive. The Government of India has, in the past, and may in
the future, recall or scale back the benefits available to EV manufacturers under its schemes, impacting EV
manufactures and resulting in an increase in the cost of our products to our customers. For example, pursuant to a
notification dated May 19, 2023 from the Ministry of Heavy Industries, Government of India, the cap on incentives
for FAME subsidies for E2Ws were scaled back from 40% of the cost of an E2W to 15% of the ex-factory price of an
E2W, starting from June 1, 2023. As a result of the reduced subsidy, our customers faced an increase in the retail price
of our EV scooters of ₹ 22,784 for the Ola S1 and ₹ 37,106 for the Ola S1 Pro. We experienced a decline in orders in
June 2023 by 58.14% as compared to May 2023. If we fail to meet the requirements of the FAME subsidy and/or the
PLI Schemes, our vehicles would no longer be eligible for the FAME subsidy, which amounts to ₹ 21,916 per vehicle
for the Ola S1 and ₹ 22,444 per vehicle for the Ola S1 Pro, as of June 30, 2023, and/or we would not be able to claim
government incentives under the PLI Schemes, the amount of which varies based on the determined sales value. This
may weaken our competitive advantage due to higher product pricing (sans the subsidies), potentially impacting our
business and financial performance. Uncertainty in the applicability, interpretation or implementation of any
amendment to, or change in, governing law, regulation or policy related to FAME and PLI schemes may adversely
impact our business and financial conditions.
Further, the availability of such government subsidies may be critical to accelerate the adoption of EVs and therefore,
competition with ICE vehicles that are manufactured by long-standing industry players who already have a well-
established brand reputation in the two-wheeler and four-wheeler markets – in the absence of such subsidies, we cannot
assure you that consumers will continue to purchase EVs or that we will be able to compete with ICE vehicles, whose
costs may be lower than that of non-subsidized EVs.
6. We may not be able to accurately estimate the supply and demand for our electric vehicles leading to either a
shortage or excess in inventory, which in turn could prevent us from effectively managing our manufacturing
requirements, resulting in additional costs, production delays. Low demand for our vehicles and low capacity
utilization of our Ola Futurefactory may limit our ability to leverage economies of scale.
We commenced delivery of our first EV scooter in December 2021. As the scale of our EV production increases, we
need to accurately forecast, purchase, store, and manage transport of EV components to our Ola Futurefactory to
manage our production costs and avoid production delays. As a new entrant with limited operating history in a
relatively nascent segment within the automotives industry, we have limited insights into consumer trends including
customers’ inclination to adopt EVs and the competitive landscape that may emerge and affect our business. It is
therefore difficult to predict our future revenue and appropriately budget for our expenses. There is a lead time of three
to six months from when we submit a purchase order for the raw materials and/or EV components until delivery. If
we overestimate the demand of our EVs, we may have excess inventory of our EVs and/or product components and/or
raw materials and incur unnecessary costs of manufacturing additional EVs and costs of storage. If we underestimate
our requirements, our suppliers may supply inadequate inventory, which could result in delays in manufacturing due
to shortage of raw materials/EV components thus leading to a delay in deliveries of our EVs and collection of revenues.
As of October 31, 2023, we have not experienced excess or inadequate inventory since we commenced operations.
The lead times for materials and EV components that we order from our suppliers may vary significantly and depend
on factors such as the specific supplier, contract terms and demand for each EV component at a given time. If we fail
to order sufficient quantities of raw materials and/or product components in a timely manner, the delivery of EVs to
our customers could be delayed, which would harm our business, prospects, financial condition, results of operations,
and cash flows.
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While we had a total licensed installed capacity of one million units as of October 31, 2023, we may not be able to
fully utilize such capacity if demand for our EVs does not meet our expectations. See “Our Business – Our
Manufacturing and Supply Chain Capabilities” on page 158. We cannot assure you that we will be able to achieve
high capacity utilization rates in the future which in turn could limit our ability to leverage economies of scale, thereby
adversely affecting our margins and results of operations.
7. Our success depends on our ability to successfully develop, introduce, manufacture, market and deliver new electric
vehicle models of high quality on schedule and on a large scale, which may expose us to new and increased
challenges and risks.
Our growth depends on our ability to successfully develop, introduce, manufacture, market and deliver new EV
scooters and EV motorcycles (please refer to “Our Business – Our Strategies” on page 164) in the medium-to-long
term. This development of new EVs requires significant capital expenditure, including investments in engineers and
other human capital, optimization of our supply chain, R&D costs and other intangibles, which may result in cost
overruns, particularly given that we have no prior experience manufacturing such EVs. Factors affecting competition
include, among others, technological innovation, product quality and safety, product pricing, sales efficiency,
manufacturing efficiency, quality of services, brand value, design and styling. Increasing competition may lead to
lower EV unit sales and increasing inventory. Our ability to successfully compete against other vehicle brands will be
fundamental to our future success in existing and new markets and our market share.
Further, we may experience material delays in the launch and rollout of new EVs in the future and our growth prospects
could be adversely affected as we may fail to maintain or grow our market share.
Developing and launching enhancements to our technology platform containing our key technologies may also involve
significant technical risks and upfront capital investments that may not generate commensurate return on investment.
We plan to continue investing in R&D and technology, as well as into developing our cell manufacturing capabilities
through the BIC, including continuing our efforts to design and produce the 4680 form factor cell in the future. We
may not be able to innovate or innovate at the speed of some of our competitors. Hence, our technology or platform
may become obsolete and this may result in a loss of market share. We may use new technologies ineffectively, or we
may fail to adapt to emerging industry standards or regulatory requirements. Due to any of the reasons above, our
customers may be dissatisfied with our EVs which in turn may cause a decline in our brand reputation.
Our ability to successfully develop, introduce, manufacture, market and deliver new, high quality EVs on schedule
and on a large scale depends on:
• our ability to generate cash flow, secure necessary funding and control expenses and investments in anticipation
of expanded operations;
• our ability to negotiate and execute definitive agreements, and maintain arrangements on reasonable terms, with
our various suppliers for hardware, software or services necessary to engineer or manufacture parts or
components of our EVs. For example, we have entered into a licensing agreement with a software supplier to
license their product lifecycle management tool, a software used to design EV components, and manufacturing
execution system, a digital register that tracks the production status of our assembly lines;
• our ability to manage a large work force in different divisions and geographies and implement and enhance
administrative infrastructure, safety, systems and processes;
• our ability to secure the necessary EV components, services, or licenses on acceptable terms and in a timely
manner;
• our ability to deliver final EV component designs to our suppliers in a timely manner;
• our ability to maintain effective and efficient quality and safety controls, including within our manufacturing
processes;
• our ability to design and manufacture EVs without defects that require us to undertake repairs or take field
actions, such as issuing product recalls or changing vehicle designs; and
• our ability to obtain the required regulatory approvals and certifications.
If we are unable to manage or prevent the above risks, our brand, reputation and results of operations will be negatively
impacted.
8. We may not be able to compete successfully in the highly competitive and fast evolving automotive market.
The India automotive market is highly competitive, and we cannot assure you that we will be able to compete
successfully in our markets. Our existing and future competitors may have significantly greater financial resources
that can be devoted to design, development, manufacturing, marketing, sales and support of their vehicles. They may
also have technical and manufacturing capabilities and/or marketing, distribution and service network and brand
recognition that is comparable to, or more developed than, our own. If products from our competitors surpass the
quality or performance of our EVs or are offered at more competitive prices, or if this becomes the prevailing
perception among consumers, our profitability and results of operations may be materially and adversely affected.
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Developments in alternative technologies in ICE vehicles such as advanced diesel, hydrogen, ethanol, fuel cells, or
compressed natural gas, or improvements in the fuel economy or other features of ICE or the cost of gasoline, may
materially and adversely affect our business and prospects. The novelty of EV technology has in the past been a source
of resistance to faster adoption of EVs among customers. Additionally, customers may perceive ICE vehicles to be
easier to repair as compared to EV scooters. Further, alternative cell technologies, fuels or sources of energy, including
alternatives that are not dependent on charging infrastructure, may emerge as customers’ preferred alternative to our
EVs. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing
technologies, could materially delay our development of new and enhanced EVs, which could result in the loss of
competitiveness of our EVs, decreased revenue and a loss of market share to competitors.
9. The expansion of our existing Ola Futurefactory facility and production capacity may be subject to delays,
disruptions, cost overruns, or may not produce the expected benefits and thus could adversely affect our production
capacity, financial condition, and results of operation.
We plan to set up multiple manufacturing facilities within our EV hub to support production of our existing and future
EV scooter models. In doing so, we could experience delays or other difficulties and will require significant capital
and availability of qualified personnel. Further, we could face shortages or disruptions in supply of electricity and
water from SIPCOT which may cause delays and disrupt our expansion of production capacity. We may encounter
quality, process, or other issues when increasing the number of assembly lines to increase our production capacity.
Our current allotment of land from SIPCOT for our manufacturing facilities is for a period of 99 years which may be
terminated earlier by SIPCOT in case of non-compliance with the terms and conditions of the lease and allotment
orders for the land parcels including non-implementation of the proposed project, failing to utilize an extent of the
allotted land and/or non-payment of dues. Failure to complete the expansion on schedule and within budget could
adversely affect our financial condition, production capacity, and results of operations. Moreover, we could encounter
similar or additional risks if we were to establish new manufacturing facilities in addition to the Ola Futurefactory
located in Tamil Nadu, India.
Under Indian laws, the construction of manufacturing facilities is subject to, inter alia, government supervision and
approval procedures, including but not limited to project approvals and filings, construction land and project planning
approvals, environment protection approvals, the pollution discharge permits, drainage license, work safety approvals,
fire protection approvals, and the completion of inspection and acceptance by relevant authorities. Some of the
construction projects carried out by us are undergoing necessary approval procedures as required by law. For our Ola
Futurefactory, we have applied to the Deputy Director, District Town and Country Planning for construction of an
industrial building for manufacture of E2Ws. For details, see “Government and Other Approvals – Material Approvals
applied for but not received” on page 348. There is no assurance that we will be able to comply with the requirements
of such government supervision or procure the aforementioned approvals in a timely manner or at all. As a result, the
relevant entities operating such construction projects may be subject to administrative uncertainty, fines, or the
suspension of use of such projects. Any of the foregoing could materially and adversely affect our business operations.
10. Our business depends substantially on the continued efforts of our Key Managerial Personnel, Senior Management
and other qualified personnel, and our operations may be disrupted if we lose their services.
Our success depends substantially on the continued efforts of our Key Managerial Personnel and Senior Management
Personnel with expertise in various areas. If one or more of our executive officers or key employees are unable or
unwilling to continue their services with us, we might not be able to replace them easily, in a timely manner, or at all.
As we build our brand and become more well-known, the risk that competitors or other companies may poach our
talent increases. Our industry is characterized by high demand and intense competition for talent, and therefore we
cannot assure you that we will be able to attract or retain engineers, qualified staff or other highly skilled employees.
We had turnover in some of our Key Managerial Personnel, Senior Management Personnel and other personnel,
including certain senior executives, in Fiscals 2022 and 2023. For details of change in Key Managerial Personnel and
Senior Management Personnel in last three years, please see “Our Management – Changes in Key Managerial
Personnel and Senior Management Personnel” on page 223.
Furthermore, as our Company is relatively young, with limited experience in training new employees, our ability to
train and integrate new employees into our operations may not meet the growing demands of our business, which may
materially and adversely affect our ability to grow our business and our results of operations. Any negative publicity
arising from such turnover may adversely affect our reputation and our ability to attract talent. In addition, because
our EVs are based on a different technology platform than traditional ICE vehicles, individuals with sufficient training
in such vehicles may not be available to hire, and we will need to expend significant time and expense training the
employees we hire. We also require sufficient talent in areas such as software development. Our employee attrition
rate was 42.06% and 47.48% in the seven-month period ended October 31, 2023 (on an annualized basis) and Fiscal
2023, respectively. We also employ personnel on a contractual basis, including in our experience centres, and we
cannot assure you that we will be able to recruit qualified and adequately trained personnel to meet the growing
demands of our business.
We are highly dependent on the services and reputation of Bhavish Aggarwal, our Founder, Chairman and Managing
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Director, who has significant influence on our business plan. He is also the Chairman and Managing Director of ANI
Technologies Private Limited and has recently founded a new startup, Krutrim SI Designs Private Limited. His
involvement with ANI Technologies Private Limited and Krutrim SI Designs Private Limited may detract from the
time that he is able to dedicate to our Company.
If Bhavish Aggarwal or any of our KMP or senior management terminates their services with us due to death, disability
or any other reason, or if their reputation is adversely impacted by personal actions or omissions or other events within
or outside their control, our business may be disrupted, our financial condition and results of operations may be
materially and adversely affected and we may incur additional expenses to recruit, train, and retain qualified personnel.
If any of our KMP or senior management joins a competitor or forms a competing company, we may lose customers,
know-how and key professionals and staff members. Each of our KMP and senior management has entered into an
employment agreement containing a non-compete provision, with us. However, if any dispute arises between our KMP
and senior management and us, the non-competition provisions contained in their non-compete agreements may not
be enforceable.
11. If we are not able to attract and retain customers, our business, prospects, financial condition, results of operations,
and cash flows would be materially harmed.
Our success depends on our ability to attract a large number of customers to purchase our EVs and the associated
services, such as EV servicing, regular repair services and road-side assistance. Our ability to attract customers is
dependent on many factors, including our ability to design and manufacture EVs that satisfy the needs and preferences
of customers and meet applicable industry standards, grow our brand and reputation in the EV market, provide after
sale services, advertise and promote our EVs and increase the scale and efficiency of our sales network. In the three-
months period ended June 30, 2023 and for Fiscals 2023, 2022 and 2021, our advertising, marketing and sales
promotion were as follows:
Three-months period Fiscal 2023 Fiscal 2022 Fiscal 2021
ended June 30, 2023
₹ million % of ₹ million % of ₹ million % of ₹ million % of
revenue revenue revenue revenue
from from from from
operation operation operation operation
s s s s
Advertising, 131.18 1.06 614.70 2.34 494.20 13.23 15.95 184.61
marketing and sales
promotion
While we have primarily relied on the strength of our brand to promote the sales of our EVs in the past, in the future
we may allocate significant resources to advertising and promotional activities, including promotional discounts on
our EVs, and there can be no assurance that such efforts will yield their expected benefits in terms of attracting
customers to us. Furthermore, if our charging infrastructure is not conveniently accessible to customers or if our
aftersales services, such as EV servicing, are not efficient, our brand name and reputation could be negatively
impacted, thus leading to slower growth in new customers. Any deficiency in grievance redressal of our customers
can also affect customer satisfaction which may impact our reputation and brand.
While we provide at-home scooter servicing and servicing at our experience centres, our road-side assistance is
provided through third party service providers with whom we have partnered with. We have limited experience
servicing EVs and providing after-sales service to our customers in part through third-party service providers. We
cannot assure you that our service arrangements will adequately address the service requirements of our customers to
their satisfaction, or that we and our third party service providers will have sufficient resources to meet these service
requirements in a timely manner as the volume of EVs we deliver increases.
Furthermore, our future success may also depend in part on securing additional commercial agreements with potential
corporate customers that may place large orders with us to support and grow their vehicle fleets. Our first experience
centre was opened in September 2022 and operated by our affiliate, Ola Fleet Technologies Private Limited. Up until
June 30, 2023, Ola Fleet Technologies Private Limited operated our experience centres and service centres. We
assumed control of the operation of the experience centres and service centres on July 1, 2023. As of October 31, 2023,
we had 935 experience centres and 414 service centres (of which 410 service centres are located within experience
centres) situated across India. With our limited experience selling our EVs through our experience centres, we may
not be successful in attracting and retaining customers. If, for any of these reasons, we are not able to attract and retain
customers, our business, prospects, financial condition, results of operations, and cash flows would be materially
harmed.
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12. We currently derive our revenue solely from the sale of limited electric vehicle scooter models, if our electric vehicle
scooters are not well-received by the market, our business could be adversely affected.
We commenced delivery of our first EV model, the Ola S1 Pro, in December 2021. This was followed by the delivery
of the Ola S1 in September 2022, the Ola S1 Air in August 2023 and the Ola S1 X+ in December 2023. As of October
31, 2023, the Ola S1 Air offers a lower price point than the Ola S1, which in turn, is priced lower than the Ola S1 Pro.
The Ola S1 X+ offers a lower price point than the Ola S1 Air. On August 15, 2023, we announced our new EV scooter
models, the Ola S1 X (2 kWh) and Ola S1 X (3 kWh). These two models are priced lower than the Ola S1 Air to target
the mass market. We plan to commence delivery of the Ola S1 X (2 kWh) and the Ola S1 X (3 kWh) by the first half
of Fiscal 2025.
For the foreseeable future, we will be dependent on revenue generated from the sale of our EV scooters, which we
currently produce in a limited number of models. We believe that automobile customers have come to expect
manufacturers to offer a variety of vehicle models and introduce new and improved vehicle models on a regular basis.
Given our dependence on sales of our EV scooters for the foreseeable future, if a particular scooter model is not well-
received by the market, our sales volume, business, prospects, financial condition, results of operations, and cash flows
could be materially and adversely affected.
13. Inadequate access to public charger guns for consumers could materially and adversely affect demand for our
electric vehicles.
Demand for our EVs will depend in part upon the availability of a public charging infrastructure, as EV users must rely
on public charging infrastructure to charge their vehicles while travelling. The establishment of our charging
infrastructure requires significant capital expenditure. As of October 31, 2023, the cost of one hyper charger unit
(comprising two hyper charger guns) is ₹0.58 million, exclusive of setup cost.
According to the Redseer report, charger gun locations in India are significantly less widespread than fuel pumps. This
may deter some potential customers from purchasing our EVs. Although we intend to expand our charging network
across India in the near-term to address customer concerns, we may face delays in the expansion of our network or fail to
find prime locations on which to situate our EV charger guns. Our ability to provide our customers with access to
sufficient charging infrastructure will depend on our ability to successfully integrate our EV charger guns with fuel
stations, situate our charger guns in office complexes, malls, educational institutes and other high-density areas and
partner with third party charging service providers. Additionally, the successful establishment of our charger guns
depends upon the receipt of necessary government approvals, the criteria for which varies by state and location. For
example, to set up a charger gun at fuel stations, the oil marketing companies with which our Company has agreements
in place for the set up of charger guns have to obtain approvals to set up such charger guns. The cost of setting up
charger guns in each location also differs depending on the applicable electricity charge for such location.
Any failure of our charging infrastructure, including quality of experience, could impact the demand for our EVs. For
example, where charger guns exist, the number of EVs could oversaturate the available charger guns, leading to
increased wait times and dissatisfaction for customers. In addition, given our limited experience in providing charging
solutions, there could be unanticipated challenges, which may hinder our ability to provide our charging solutions or
make the provision of our charging solutions costlier than anticipated. Our customers are able to charge their Ola EV
scooters at our standard and hyper charger guns for free until December 31, 2023, after which, we may charge for such
services. Such policy change could result in customer dissatisfaction and deter some customers from purchasing our
scooters.
Further, we may face competition from other players establishing their EV charging infrastructure. If the connector
type in such charger guns matches our EVs and is able to connect with our inbuilt OS, our customers may opt to use
charging infrastructure installed by other EV players. To the extent we are unable to meet customer expectations or
experience difficulties in providing our charging solutions, our reputation and business, prospects, financial condition,
results of operations, and cash flows may be materially and adversely affected. For further details on our charging
infrastructure, please refer to “Our Business – Ownership – Charging Network” on page 181.
14. Technology is critical to our business operations and growth prospects. Any failure in our technology, including
errors, bugs, vulnerabilities or design defects, or any failure on our part to address such issues or improve or
effectively utilize our technology could cause delays in the launch of our electric vehicles and harm our business
operations, reputation and growth prospects.
Technology is at the core of our business model. Our technology platform consists of two key interconnected elements:
(a) EV technology, which includes hardware and software components that power our EV scooters and (b) MoveOS,
our modular, scalable software architecture that powers our EV scooter and product features. Our EV scooters depend
on the ability of such software and hardware to store, retrieve, process and manage immense amounts of data. We have
internally designed most of our hardware and software, primarily comprising our MoveOS operating system, cells,
electric powertrain, which includes a modular battery pack with BMS and a motor, and power electrics module. Our
EVs rely on software and hardware that is highly technical and complex and may require modification and updates
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over the life of the EVs. For example, our EV scooters are designed with built-in data connectivity to accept and install
periodic remote updates from us to improve or update the functionality of our EV scooters. Our technology cost for
the three-months period ended June 30, 2023 and for Fiscals 2023, 2022 and 2021 are shown below.
Amount in ₹ million except percentage values
Costs % of revenue from operations
Three- Fiscal Fiscal Fiscal Three- Fiscal Fiscal Fiscal
months 2023 2022 2021 months 2023 2022 2021(1)
period period
ended ended
June 30, June 30,
2023 2023
Technology Cost 310.67 988.30 373.44 94.31 2.50% 3.76% 10.00% 1,091.55
%
Note:
We commenced delivery of our first EV model in December 2021 and started recognizing revenue from sales of vehicles in Fiscal 2022. In Fiscal
2021, we had revenue from operations of ₹ 8.64 million in relation to battery swapping services provided to EV owners in Fiscal 2021.
Our technology systems are vulnerable to damage or interruption from, among others, fire, natural disasters, power
loss, telecommunications failures, errors, glitches, bugs, vulnerabilities or design defects, which could result in service
interruptions or system failures, and our systems are subject to certain technical limitations that may compromise our
ability to meet our objectives. We have experienced minor hardware failures in the past (although none have materially
affected our operations) and hardware failures may occur in the future. Such issues may be difficult to detect and may
only be discovered after the code has been released for external or internal use. Although we will attempt to remedy
any issues we observe in our EVs effectively and rapidly, such efforts may not be timely, may hamper production or
may not be to the satisfaction of our customers. In the event that our technology systems are unable to handle the
additional business volume, our service capabilities, operating efficiency and future business volume may decline.
While we have designed, implemented and tested security measures intended to prevent unauthorized access to our
information technology networks, our EVs, and their systems and have not experienced any such attacks in the past,
hackers may in the future attempt to gain unauthorized access to modify, alter, and use our networks, EVs, and systems
to gain control of, or to change, our EVs’ functionality, customer interface, and performance characteristics, carry out
computer denial of service attacks, or gain access to data stored in or generated by the EVs. Vulnerabilities could be
identified in the future and our remediation efforts may not be successful. Any unauthorized access to or control of
our EVs or their systems or any loss of data could result in legal claims or proceedings against us. Our data centres are
also subject to break-ins, sabotage, and intentional acts of vandalism, and to potential disruptions caused by
earthquakes, hurricanes, floods, fires and other natural disasters, power losses, and disruptions in telecommunications
services. Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all
eventualities. Any problems at our data centres could result in lengthy interruptions in our service.
Furthermore, regardless of their veracity, reports of unauthorized access to our EVs, their systems, or data, as well as
other factors that may result in the perception that our EVs, their systems, or data are capable of being “hacked,” could
negatively affect our brand and harm our business, financial condition, results of operations, and prospects.
To remain competitive, we must enhance and improve the responsiveness, functionality and features of our customer
interfaces, including our mobile application and MoveOS, our proprietary operating system that connects EV
components and powers our EVs. For further details on MoveOS, other technological features and software launches,
please refer to “Our Business – Business Description – Our Products – Our Technology – Operating System” on page
172.
If we deploy software update (whether to address issues, deliver new features or make desired modifications) and our
over-the-air update procedures fail to properly update the software or otherwise have unintended consequences to the
software, the software within our customers’ EVs will be subject to vulnerabilities or unintended consequences
resulting from such failure of the over-the-air update until properly addressed. If we are unable to prevent or effectively
remedy such software and hardware issues, our business, prospects, financial condition, results of operations, and cash
flows could be adversely affected. Even if we are able to integrate new technology into our EVs, our existing models
could become obsolete quicker than expected. If we are unable to adapt in a cost-effective and timely manner in
response to changing market conditions or customer preferences, whether for technical, legal, financial or other
reasons, we may be at a disadvantage as compared to our competitors and our business may be materially and adversely
affected.
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15. Our electric vehicles make use of lithium-ion cells, and if such cells catch fire or vent smoke and flames, we could
be subject to adverse publicity and our brand, business, financial condition, results of operations and prospects
could be harmed.
The battery packs that we manufacture use lithium-ion cells, which we purchase from third-party suppliers. Lithium-
ion cells have been known to occasionally release energy by venting smoke and flames in a manner that can ignite
nearby materials as well as other lithium-ion cells, thereby causing explosion or fire.
For instance, on March 26, 2022, one of our Ola S1 Pro scooters caught on fire in Pune, Maharashtra, India
(“Incident”). We received a show cause notice (“Notice”) from the Joint Secretary to the Government of India,
Ministry of Road Transport and Highways (MVL Section) (“Authority”) on May 31, 2022, for initiation of
proceedings under the Motor Vehicles Act, 1988, stating that the cells used in the Ola S1 Pro failed the nail penetration
test conducted at the Naval Science Technological Laboratory, Vishakhapatnam by the Centre for Fire, Explosive and
Environment Safety, Defence Research and Development Organization (“Testing Authority”) and that the cell was
not sorted by capacity. We subsequently filed our response to the Notice on June 30, 2022, submitting that the Notice
and any further proceedings arising out of the Notice should be dropped on inter alia the following grounds, (a) the
Incident was an isolated incident and such an occurrence should not be treated as a defect in the entire class of Ola S1
Pro; (b) the collection and testing of samples by the Testing Authority was not done in accordance with the Central
Motor Vehicles Rules, 1988 (“CMVR”); (c) the nail penetration test is not a mandatory test for compliance standards;
(d) there is no mandatory legal requirement for sorting cells by capacity; and (e) the grounds for issuing a show cause
notice under CMVR were not fulfilled. However, the Authority imposed a penalty of ₹ 1,500,000, vide notice dated
September 30, 2022, which we have paid.
We have also tested the batteries and subjected them to, among other things, over temperature protection, mechanical
drop testing and extreme vibration testing. Our battery systems comply with and are tested for AIS 156, the latest
proposed standard for India by the Ministry of Road Transport and Highways, in addition to being compliant with the
European standard United Nations Economic Commission for Europe Regulation No.136. Nonetheless, our EVs or
their battery packs may still experience failure, which could subject us to lawsuits, product recalls, or redesign efforts,
all of which would be time consuming and expensive. We may also become subject to product liability claims which
could require us to pay substantial monetary compensation and our insurance coverage might not be sufficient to cover
all such potential product liability claims. This in turn could affect our business and financial condition. In addition,
negative public perceptions regarding the suitability of lithium-ion cells for automotive use or any future incident
involving lithium-ion cells such as an EV catching on fire or other fire-related incidents not involving our EVs, could
seriously harm our business.
In addition, we store the lithium-ion cells at our facilities. While we have implemented safety procedures related to
the handling of the cells, any mishandling of cells could lead to a safety issue or a fire which could disrupt our
operations. Such damage or injury could lead to adverse publicity and potentially a safety recall. Moreover, any failure
of a competitor’s EV or energy storage product may cause indirect adverse publicity for us and our products. Such
adverse publicity could negatively affect our brand and harm our business, financial condition, results of operations
and prospects.
16. Our distribution model is different from the predominant current distribution model for automobile manufacturers,
which makes evaluating our business, operating results and future prospects difficult.
We plan to continue selling our EVs online through our Ola Electric website, which customers can also access at our
experience centres. According to the Redseer Report, an internet-led distribution model is relatively new and unproven
in India’s automobile industry as of September 30, 2023. To date we act as both EV manufacturer and dealer in India.
As of October 31, 2023, we had 935 experience centres in India, the majority of which have been open for less than
one year. We have limited experience distributing and selling our EV scooters through our experience centres. Prior
to June 2023, our selling and distribution expenses comprised a fee we paid to our affiliate, Ola Fleet Technologies
Private Limited, in relation to the operation of our experience centres and service centres. Starting on July 1, 2023, we
assumed control of the operation of our experience centres and service centres and will not be required to pay any
selling and distribution fees. Further, we aim to continue expanding our network of experience centres within India
across both rural and urban areas to deepen our penetration in India. Such expansion will require significant
investments. We face the risk that the expansion of our experience centres may not lead to a commensurate increase
in sales of our EVs thus adversely affecting our business, prospects, financial condition, results of operations, and cash
flows.
Implementing our distribution model is subject to numerous significant challenges, including obtaining permits and
approvals from local and state authorities and leasing adequate space to launch new experience centres. Inadequate
sales and service performance could negatively impact our reputation and brand. Failure to deliver a superior sales
service through our experience centres could weaken our competitive advantage, potentially impacting our business
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and financial performance.
As part of our longer-term global activities, we may engage with third-party dealers and distributors, whom we do not
control and who could therefore take actions that may have a material adverse impact on our reputation and business.
We cannot assure you that we will not be held liable for any activities undertaken by such third parties. Any failure to
successfully address any of the risks, uncertainties and difficulties related to our business model would have a material
adverse effect on our business and prospects.
17. We may not succeed in continuing to establish, maintain and strengthen the Ola brand and our reputation and
brand could be harmed by complaints and negative publicity which could materially and adversely affect customer
acceptance of our electric vehicles and our business revenue and prospects.
Our business and prospects depend on our ability to develop, maintain and strengthen the Ola brand which depends
heavily on the success of our marketing efforts, in which we have limited experience as we have relied primarily on
the internet, targeted push notification advertisements promoting our EVs on the Ola Cabs app and word of mouth. To
further promote our brand, we may be required to change our marketing practices, which could result in substantially
increased advertising expenses, including the need to use traditional media such as television, radio and print. Many
of our current and potential competitors, particularly automobile manufacturers headquartered in India, the US and
Europe have greater name recognition, longer operating histories, broader customer relationships and substantially
greater marketing resources than we do.
Furthermore, our reputation and brand are vulnerable to many threats that can be difficult or impossible to predict or
control, and costly or unfeasible to remediate. Since we are a consumer facing brand, and particularly given the
popularity of social media, any negative publicity about us, such as complaints by our customers or reviews that
compare us unfavourably to competitors, alleged misconduct, unethical business practices, safety breaches, or other
improper activities, or rumours relating to our business, directors, officers, employees, or shareholders, can harm our
reputation, business, and results of operations. These allegations, even if unproven, may lead to inquiries,
investigations, or other legal actions against us by regulatory or government authorities as well as private parties and
could cause us to incur significant costs to defend ourselves. Any negative market perception or publicity regarding
our suppliers or other business partners that we closely cooperate with, or any regulatory inquiries or investigations
and lawsuits initiated against them, may also have an impact on our brand and reputation, or subject us to regulatory
inquiries or investigations or lawsuits. Further, perceived or actual concerns on battery deterioration that are often
associated with EVs could also negatively impact customer confidence in EVs and our EVs in particular.
We license the Ola brand name from ANI Technologies Private Limited, and we share the Ola brand name with the
separate business that operates under the name “Ola Cabs.” Ola Cabs is a brand with strong visibility and a large
consumer base. Any negative publicity surrounding Ola Cabs could also adversely affect our brand and reputation.
Pursuant to complaints received by IFCI Limited against our Material Subsidiary, OET, it has been alleged, among
others, that we had mispriced the ex-factory price of our EV scooters, in order to avail subsidies under the FAME
phase II scheme, by selling chargers and intrinsic software separately from the EV scooter and importing parts directly
and indirectly through various domestic supply companies. We have further received show cause notice from IFCI
Limited dated March 29, 2023 for non-compliance of our phased manufacturing program/FAME phase II scheme’s
eligibility criteria with respect to non-inclusion of on-board chargers in the EVs, and subsidy claims for FAME II
approved models were put on hold until compliance with FAME-II eligibility criteria was established. Thereafter, in
order to comply with the FAME phase II scheme’s eligibility criteria, on May 3, 2023, our Material Subsidiary
undertook to refund to customers who had bought the off-board chargers as an accessory when purchasing Ola S1 Pro
scooters and then added the off-board charger as part of the ex-factory EV scooter price from March 31, 2023 onwards
(“FAME Complaints”). We are processing the refunds to eligible customers who had bought an Ola S1 Pro scooter
and charger prior to March 31, 2023 and have recorded refund obligations towards customers in the amount of ₹
1,421.31 million as of June 30, 2023. As of October 31, 2023, we have processed refunds to more than 90% of eligible
customers.
Negative media publicity generated due to such complaints and any negative media publicity about the auto industry,
especially the EV industry, or product or service quality problems (specifically in relation to the FAME Complaint)
of other automakers in the industry in which we operate, including our competitors, may also negatively impact our
reputation and brand. If we are unable to maintain a good reputation or further enhance our brand recognition, our
ability to attract and retain a critical mass of customers, third-party partners, and key employees could be harmed and,
as a result, our business, financial position, and results of operations could be materially and adversely affected.
18. Customers may cancel their pre-orders or orders for our electric vehicles despite their deposit payment and online
confirmation, thus harming our business, prospects, financial condition and results of operations.
Customer pre-orders and orders of our EVs may not result in the actual purchase of the EV. During a window of one
to two months after a product announcement, our customers may place a pre-order for the newly announced product
by paying a pre-order deposit. The pre-order deposit for the Ola S1 Pro and the Ola S1 was ₹ 499 per vehicle, while
39
the pre-order deposit for the Ola S1 Air and Ola S1 X+ was ₹ 999. We require a pre-order deposit of ₹ 999 for the Ola
S1 X (2 kWh) and Ola S1 X (3 kWh). After the pre-order period closes, customers who have placed a pre-order will
be required to pay the remaining balance to confirm their order and customers who wish to order the vehicle are
required to pay in full. Nonetheless, up until the time the pre-ordered scooter is shipped from the Ola Futurefactory,
our customers may terminate their orders or pre-orders and receive a full refund on the amount paid. Refunds are
typically processed within seven to 10 business days. We experience a higher rate of cancellations on pre-orders than
on confirmed orders for which customers have paid in full. From October 2022 to May 2023, 6% to 9% of our fully
paid and confirmed orders for our Ola S1s and Ola S1 Pros were cancelled.
Customers may cancel their pre-orders or orders for reasons beyond our control, such as changes in their preferences,
their perception of the quality of our EVs and their financial situation. Further, the wait period from order confirmation
to delivery is generally between 15 to 20 days, which may impact customer purchase decisions. If we encounter delays
in the deliveries of our EV scooters or future EV models, a significant number of orders may be cancelled. We may,
in the future, also experience a higher level of customer cancellations, such as due to changes in government incentive
schemes. For example, in June 2023, the reduction of the FAME subsidy resulted in a spike in EV scooter cancellations
to 24%. The cancellation of a fully paid and confirmed pre-order or order would cause a larger outflow of funds than
the cancellation of a pre-order for which the customer has placed a nominal deposit, resulting in a greater impact on
our results of operations. Such occurrences could materially and adversely affect our business, prospects, financial
condition, results of operations and cash flows.
19. Our funding requirements and the proposed deployment of Net Proceeds are based on management estimates and
we have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer.
Other than the D&B report, the objects of the Offer have not been appraised by any bank or financial institution, and
our funding requirement is based management estimates, current circumstances of our business and prevailing market
conditions, which are subject to changes in external factors, such as financial and market conditions, market feedback
and demand of our products, competition, business strategy and interest/exchange rate fluctuations, which may not be
within the control of our management. Based on the competitive nature of our industry, we may have to revise our
business plan and/or management estimates from time to time and consequently our funding requirements may also
change. Such internal estimates may differ from the value that would have been determined by third party appraisals,
which may require us to reschedule or reallocate our expenditure, subject to applicable laws. In case of increase in
actual expenses or shortfall in requisite funds, additional funds for a particular activity will be met by any means
available to us, including internal accruals and additional equity and/or debt arrangements, and may have an adverse
impact on our business, results of operations, financial condition and cash flows. Accordingly, investors in our Equity
Shares will be relying on the judgment of our management regarding the application of the Net Proceeds.
Further, pursuant to Section 27 of the Companies Act and other applicable law, any variation in the Objects of the
Offer would require a special resolution of the shareholders and the promoter or controlling shareholders will be
required to provide an exit opportunity to the shareholders who do not agree to such proposal to vary the Objects of
the Offer, at such price and in such manner in accordance with applicable law.
Our Company, in accordance with the applicable law and to attain the objects set out above, will have the flexibility
to deploy the Net Proceeds. Pending utilization of the Net Proceeds for the purposes described above, our Company
may temporarily deposit the Net Proceeds within one or more scheduled commercial banks included in the Second
Schedule of Reserve Bank of India Act, 1934 as may be approved by our Board. We will appoint a Monitoring Agency
for monitoring the utilization of Net Proceeds in accordance with Regulation 41 of the SEBI ICDR Regulations and
the Monitoring Agency will submit its report to us on a quarterly basis in accordance with the SEBI ICDR Regulations.
20. We intend to utilize ₹ 12,264.27 million of the Net Proceeds to fund our capital expenditure requirements to expand
the Ola Gigafactory’s manufacturing capacity. We have relied on the quotations received from third parties in
estimating such capital expenditure requirements and such project has not been appraised by any bank or financial
institution or any other independent agency.
We intend to use the Net Proceeds of the Offer for the purposes described in the section titled “Objects of the Offer”
on page 97. The objects of the Offer comprise (i) capital expenditure to be incurred by our Subsidiary, OCT, for the
expansion of our cell manufacturing capacity at the Ola Gigafactory from 5 GWh to 6.4 GWh, (ii) repayment or pre-
payment, in full or in part, of indebtedness incurred by OET, (iii) investment into research and product development,
(iv) organic growth initiatives and (v) general corporate purposes.
In relation to the capacity expansion of the Ola Gigafactory, we estimate the total cost of such project to be ₹ 12,264.27
million and have relied on the ‘Project Cost Vetting Report’ provided by Dun & Bradstreet dated December 21, 2023
(“D&B Report”). We have yet to place any orders for plants or machineries in relation to such project, and there is
no assurance that we will be able to place such orders in a timely manner or at all. We have not entered into any
definitive agreements to utilize the Net Proceeds for this project and have relied on the quotations received from third
parties to estimate the project cost. Most of these quotations are valid for a certain period of time and may be subject
to revisions and other commercial and technical factors. Additionally, in the event of any delay in placement of orders
40
for plants or machineries, the proposed schedule, implementation and deployment of the Net Proceeds may be extended
or may vary accordingly. We cannot assure you that the actual costs incurred in relation to this project will be similar
to and not exceed the amounts indicated in the third party quotations. For details, see “Objects of the Offer” on page
97.
21. Our warranty reserves may be insufficient to cover future warranty claims, which could adversely affect our
financial condition and results of operations.
We offer a three-year/40,000 km warranty on our scooters and a three-year/unlimited km warranty on battery packs,
with extended warranty options available for up to five years/60,000 km for a fee of ₹ 6,999 for the battery only and
₹ 8,999 for a comprehensive coverage of the battery, charger, motor and head unit (inclusive of GST). Our warranty
program is intended to cover all parts and labour costs to repair defects in manufacturing and workmanship. Since
commencing delivery of our first EV model in December 2021, we have made provisions for warranties, which
amounted to ₹ 681.56 million, ₹ 446.73 million and ₹ 128.54 million as of June 30, 2023, March 31, 2023 and March
31, 2022, respectively.
As we commenced the delivery of our EV scooters only in December 2021, we have yet to complete a full warranty
cycle in respect of our EVs. We have a limited operating history in terms of responding to warranty claims and have
experienced a very limited number of warranty claims relating to our EV scooters to date. Therefore, we have a limited
basis upon which to estimate our future expenses related to warranty claims and the appropriate level of warranty
provisions that we should maintain. We could, in the future, become subject to warranty claims, resulting in significant
expenses, which would in turn materially and adversely affect our financial condition, results of operations, and
prospects. In addition, if we are able to increase our sales volumes and expand our product line, in line with our
business strategy, we could experience an increase in the number of warranty claims and be required to increase our
warranty provisions.
We monitor and adjust warranty provisions based on changes in our actual and estimated future warranty costs. We
cannot assure you that costs associated with warranty claims will not adversely affect our results of operations in the
future or that our warranty provisions will be sufficient to cover all future warranty claims. For details on our provision
for warranties please refer to “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Our Business Model – Expenses – Other Expenses” on page 311.
22. There have been certain delays in reporting matters relating to downstream investments by our Subsidiaries, OEC,
OCT and OET, and options granted to non-resident director by our Company as required under the Foreign
Exchange Management (Non-Debt Instruments) Rules, 2019 (“NDI Rules”) in the past. Further, we cannot assure
you that the compounding application filed in relation to delayed filing of Form ESOP with the RBI in this regard
will be resolved in our favour. Consequently, we may be subject to regulatory actions and penalties fees for such
non-compliance which may adversely impact our financial condition.
Our Company, being a foreign owned and controlled company under the relevant FEMA regulations, had undertaken
downstream investments in our Subsidiaries, namely, OEC, OCT and OET, and such Subsidiaries were required to
file Form DI for such downstream investments undertaken between Financial Year 2021 to Financial Year 2024, within
30 days of each such downstream investment, which was not filed by the respective Subsidiaries within the required
timelines. The respective Subsidiaries have filed such reports and paid the late submission fees with the RBI for the
reporting delay.
Additionally, our Company granted certain options to one of the non-resident Directors of our Company under the
ESOP Scheme. However, the Form ESOP, a form that is required to be filed upon the issuance of employee stock
options by an Indian company to an employee resident outside of India, in respect of such grants, was not filed with
RBI within the required timelines. While such options vested on February 26, 2021, no allotments have been made
pursuant to the aforesaid options as of October 31, 2023. Our Company had filed a compounding application dated
August 11, 2023 before the General Manager, RBI in relation to the delay in filing the Form ESOP (“Compounding
Application”). As on the date of this Draft Red Herring Prospectus, the Compounding Application is pending approval
from RBI. If the Compounding Application is allowed, we cannot assure you that the penalty/ compounding fees
imposed will be reasonable and that it will not have material adverse effect on our financial condition, our business or
our reputation. We also cannot assure you that any other regulatory action will not be initiated against our Company
in this regard.
23. We will require a significant amount of capital which we may be unable to obtain on favourable terms or at all. In
addition, our future capital needs may require us to obtain additional loans and borrowings or issue additional
equity or debt securities that may contain restrictive covenants that limit our operations or our ability to pay
dividends, or in the case of an issuance of securities, dilute our shareholders.
We will need significant capital to expand the manufacturing capacity of our Ola Gigafactory, repay or prepay working
capital borrowings, invest in E2W product development, and fund organic growth initiatives and general corporate
purposes.
41
We may, either ourselves or through our Subsidiaries, seek equity or debt financing to finance a portion of our capital
expenditures or refinance our debt. Such financing might not be available to us in a timely manner or commercially
acceptable terms, or at all. Our ability to obtain the necessary financing is subject to a number of factors, including
general market conditions, business performance and investor acceptance of our business plan. These factors may
make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to
raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities. We
might not be able to obtain any funding or service any of the debts we incurred, which could mean that we would be
forced to curtail or discontinue our operations thus causing our business, financial condition and prospects to be
materially and adversely affected.
In addition, our future capital needs and other business reasons may require us to issue additional equity or debt
securities (including convertible debt securities) or obtain a credit facility. The issuance of additional equity securities
or debt securities convertible into equity could dilute our shareholders’ shareholding. The incurrence of indebtedness
would require us to use a portion of our future cash flows from operations to pay interest and principal on our
indebtedness, thereby resulting in an increase in debt service obligations and may contain operating and financing
covenants that would restrict our operations, limit our ability to implement our business strategy, heighten our
vulnerability to downturns in our business, the industry, or in the general economy, prevent us from taking advantage
of business opportunities as they arise, or prevent us from being able to pay dividends to our shareholders.
As of October 31, 2023, except for the outstanding borrowings of our Material Subsidiary, OET, there are no
outstanding borrowings of our Company or any of our other Subsidiaries. As of October 31, 2023, OET had
outstanding borrowings of ₹ 17,688.17 million. OET’s financing arrangements include conditions that require it to
obtain respective lenders’ consent prior to carrying out certain activities and entering into certain transactions. Failure
to meet these conditions or obtain these consents could have significant consequences on its business and operations.
These covenants vary depending on the requirements of the financial institution extending such loan and the conditions
negotiated under each financing agreement. Certain of the corporate actions that require prior consent from or prior
intimation to certain lenders of OET include, amongst others:
a) Change in the ownership, management or control of OET;
b) Change in the general nature of the business of OET;
c) Entry into any scheme of merger, de-merger, amalgamation, or undertake a buyback;
d) Creation of security interest on the assets of OET, except as permitted by the lender;
e) Disposal of assets other than those permitted by the lender.
For the purpose of the Offer, the intimations to the lenders of OET as required under the relevant loan documents for
undertaking activities relating to the Offer have been made. A failure to observe the covenants under the financing
arrangements or to obtain necessary waivers may lead to the termination of OET’s credit facilities, acceleration of
amounts due under such facilities, suspension of further access/withdrawals, either in whole or in part, for the use of
the facility and/or restructuring of OET’s debt. Further, since our Company has provided a corporate guarantee for
loans availed by OET, any event of default by OET under its respective financing arrangements, will trigger our
Company’s obligation to repay the loan amount.
Additionally, our Promoter, Bhavish Aggarwal has provided an irrevocable and unconditional undertaking for one of
the loans availed by OET, a breach of which will constitute an event of default under the relevant financing agreement.
24. The range of our electric vehicles on a single charge declines over time which may negatively influence potential
customers’ decisions whether to purchase our electric vehicles.
The range of our EVs on a single charge declines principally as a function of usage, time, and charging patterns. In
addition, as each individual customer will use our EV in a different manner and for a different duration of time, the
performance of the batteries in their EVs may vary and may decline at a faster rate than the manufacturer’s estimate.
For example, a customer’s use of their EV as well as the frequency with which they charge the battery of their EV can
result in additional deterioration of the battery’s ability to hold a charge. However, since we only commenced delivery
of our first scooter model, the Ola S1 Pro, in December 2021, we are unable to accurately assess the actual deterioration
of battery life in the long term. Such battery deterioration and the related decrease in range may negatively influence
potential customer decisions whether to purchase our EVs, which may harm our ability to market and sell our EVs.
25. If electric vehicle owners customize our electric vehicles or change the charging infrastructure with aftermarket
products, the electric vehicle may not operate properly which could harm our business.
Customers may seek to alter our EVs to modify their performance which could compromise EV safety and security
systems. Also, customers may customize their EVs with aftermarket parts that can compromise driver safety. We do
42
not test, nor do we endorse, such changes or products. In addition, customers may attempt to modify our EVs’ charging
systems or use improper external cabling or unsafe charging outlets that can compromise the EV systems or expose
our customers to injury from high voltage electricity. Such unauthorized modifications could reduce the safety and
security of our EVs and any injuries resulting from such modifications could result in adverse publicity, which would
negatively affect our brand and thus harm our business, prospects, financial condition, results of operations and cash
flows.
26. Our electric vehicles are subject to motor vehicle standards as laid down by the Automotive Research Association
of India and any changes in such standards or failure to satisfy such standards could materially and adversely
affect our business and results of operations.
Our EVs must meet or exceed all mandated safety standards in India as laid down by the ARAI. For issuance of the
certificate of compliance with Central Motor Vehicle Rules, 1989, the ARAI tests compliance with safety standards
of components under Rule 124 of the Central Motor Vehicle Rules, 1989, such as automobile lamps, indicators,
signalling/ lighting devices, wheel rims, spray suppression, horn, tyre, bulb and retro reflectors. If we are unable to
meet the homologation criteria as laid down by the ARAI, our EVs will not be considered roadworthy and thus will
not be allowed to launch to the public. Further, in the event that our certification fails to be renewed upon expiry, a
certified EV has a defect resulting in quality or safety accidents, or consistent failure of certified EVs to comply with
certification requirements is discovered during follow-up inspections, the certification may be suspended or even
revoked. With effect from the date of revocation or during suspension of the certification, any EV that fails to satisfy
the requirements for certification may not continue to be delivered, sold, imported, or used in any commercial activity.
Failure by us to satisfy motor vehicle standards would materially and adversely affect our business and results of
operations.
27. We are subject to various environmental, health and safety laws and regulations that could impose substantial costs
upon us.
Our production facilities are subject to a wide range of increasingly strict environmental, health and safety
requirements. These requirements address, among other things, air emissions, wastewater discharges, releases into the
environment, human exposure to hazardous materials, the storage, treatment, transportation and disposal of wastes and
hazardous materials, the investigation and clean-up of contamination, process safety, and the maintenance of health
and safety conditions in the workplace. Furthermore, many of our operations require permits and controls to monitor
or reduce pollution. We have incurred, and will continue to incur, substantial ongoing capital and operating
expenditures to ensure compliance with current and future environmental, health and safety laws and regulations or
their more stringent enforcement. Violations of such laws and regulations could result in the imposition of significant
fines and penalties, the suspension, revocation or non-renewal of our permits, production delays or limitations,
imposition of terms of imprisonment, or the closure of our plants. Other environmental, health and safety laws and
regulations could impose restrictions or onerous conditions on the availability or the use of raw materials we need for
our manufacturing processes. Our manufacturing units must ensure compliance with various environmental statutes,
including, in India, the Water (Prevention and Control of Pollution) Act 1974, the Air (Prevention and Control of
Pollution) Act 1981, the Environment Protection Act 1986 and the Hazardous and Other Wastes (Management and
Transboundary Movement) Rules, 2016, the Battery Waste Management Rules, 2022, as well as the rules and
regulations implemented under such legislation. We are also required to comply with applicable battery disposal
regulations and may face issues with the disposal and recycling of our lithium-ion cells and battery modules.
Furthermore, in terms of the Battery Waste Management Rules, 2022, specifically, in relation to EV batteries, a
producer has the obligation of extended producer responsibility for the batteries they introduce into the market, to
ensure the attainment of the recycling or refurbishing obligations. We have a tie up with a third-party service provider
to collect our battery waste and are planning to enter into tie ups with various state battery waste collectors across
India. For further details in connection with the applicable regulatory and legal framework within which we operate,
see “Key Regulations and Policies” beginning on page 189.
28. We may be unable to renew our existing leases or secure new leases for our existing manufacturing facilities and
offices.
Our registered Office, corporate Office, other offices, manufacturing facilities, and experience centres in India are
located on leased properties. Certain of the lease deeds for the properties in which our offices and facilities are located
may have expired or may not be adequately stamped or registered. While we renew these lease agreements and deeds
periodically in the ordinary course of business, in the event that these existing leases are terminated or they are not
renewed on commercially acceptable terms, we may suffer a disruption in our operations. If alternative premises are
not available at the same or similar costs, sizes or locations, our business, financial condition, cash flows and results
of operations may be adversely affected. In addition, any regulatory non-compliance by the landlords or adverse
development relating to the landlords’ title or ownership rights to such properties, including as a result of any non-
compliance by the landlords, may entail significant disruptions to our operations, especially if we are forced to vacate
leased spaces following any such developments, and expose us to reputational risks. If our sales do not increase in line
with our rent and costs, including setup and interior design costs, our profitability, cash flows and results of operations
could be adversely affected.
43
Additionally, the lease deed entered between the SIPCOT and our Material Subsidiary, OET, requires prior consent of
SIPCOT for inter alia the following:
(i) A change in constitution of OET;
(ii) A change in management of OET, including, a change in the proprietorship of OET; and
(iii) A change in the shareholding pattern of OET inter alia due to induction of shareholders and where more than
50% of the shareholding is transferred to the new members resulting in a total change or substantial change in
ownership of the existing shareholder.
Additionally, we are also required to reserve 10% of the jobs in the units being established in the SIPCOT Industrial
Park, to the members of the families of landowners from whom such property and land have been acquired for the
SIPCOT Industrial Park, subject to eligibility as per qualifications prescribed and mutually agreed upon by the parties.
Any termination or failure by us to renew the lease agreements in a favourable and timely manner, or at all, or failure
to comply with the conditions specified in the lease agreements, could adversely affect our business, cash flows, results
of operations, and financial condition.
29. There are pending litigations against our Company, Promoter, Subsidiaries, and certain of our Directors. Any
adverse decision in such proceedings may render us/them liable to liabilities/penalties and may adversely affect our
business, cash flows and reputation.
As on date of this Draft Red Herring Prospectus, there are outstanding legal proceedings involving our Company,
Promoter, Subsidiaries and certain of our Directors. These proceedings are pending at different levels of adjudication
before various courts, tribunals, enquiry officers and appellate tribunals.
We may in the future be, implicated in lawsuits including lawsuits and arbitrations involving compensation for loss
due to various reasons including tax matters, civil disputes, labour and service matters, statutory notices, regulatory
petitions and other matters. Litigation or arbitration could result in substantial costs to, and a diversion of effort by, us
and/or subject us to significant liabilities to third parties.
We cannot provide any assurance that these legal proceedings will be decided in our favour. Any adverse decision
may have a significant effect on our business, results of operations, financial condition and cash flows of our Company,
delay in implementation of our current or future projects and results of operations. There can be no assurance that the
results of such legal proceedings will not materially harm our business, reputation or standing in the marketplace or
that we will be able to recover any losses incurred from third parties, regardless of whether we are at fault. Even if we
are successful in defending such cases, we may be subject to legal and other costs incurred pursuant to defending such
litigation, and such costs may be substantial and not recoverable. There can be no assurance that losses relating to
litigation or arbitration will be covered by insurance or that any such losses would not have a material adverse effect
on our business, results of operations, financial condition and cash flows.
A summary of the nature and number of outstanding material litigation as on the date of this Draft Red Herring
Prospectus, as decided by our Board and further detailed in “Outstanding Litigation and Material Developments” on
page 339, involving our Company, Promoter, Subsidiaries and certain of our Directors, along with the amount
involved, to the extent quantifiable, has been set out below:
Name of entity Criminal Tax Statutory or Disciplinary actions Material civil Aggregate
proceedings proceedings regulatory by the SEBI or Stock litigations amount
proceedings Exchanges against involved
our Promoter (in ₹ million)^
Company
By our Company Nil - - - Nil Nil
Against our Company Nil 1 Nil - Nil* Nil
Directors
By our Directors$ Nil - - - Nil Nil
Against our Directors$ 5 1 Nil - Nil 30.61
Promoter
By our Promoter 1 - - - Nil Nil
Against our Promoter 1 Nil 1 Nil Nil Nil
Subsidiaries
By Subsidiaries Nil - - - Nil Nil
Against Subsidiaries Nil Nil Nil - Nil* Nil
^ to the extent quantifiable.
* This does not include the consolidated disclosure for consumer cases disclosed in “Outstanding Litigation and Material Developments – Litigation
involving our Company – Litigation against our Company – Other Matters” on page 340, as these are not material civil litigation.
$
Excludes litigations involving our Promoter.
44
Further, there is no pending litigation involving our Group Companies which may have a material impact on our
Company. In relation to such outstanding litigation matters involving our Company, Promoter, Subsidiaries and
Directors, while the amounts and interests levied thereon to the extent ascertainable and involved in these matters have
been mentioned above, the amounts and interests involved in certain pending litigations are not ascertainable or
quantifiable and are hence not disclosed. We cannot assure you that any of these proceedings will be decided in favour
of our Company, Promoter, Subsidiaries and Directors, or that no further liability will arise out of these proceedings.
30. If we have contingent liabilities in the future, and they materialize, it may affect our results of operations, financial
condition and cash flows.
As of June 30, 2023 and March 31, 2023, March 31, 2022 and March 31, 2021, we had no contingent liabilities, as per
Ind AS 37. The following table sets forth details of our contingent liabilities, capital commitments and guarantees as
of June 30, 2023 as per the Restated Consolidated Financial Information.
Particulars As of June 30, 2023
(in ₹ million)
Contingent liabilities ―
Capital Commitments
(i) Capital commitments 7,823.26
Estimated amount remaining to be executed on account of
capital contracts (Net of advances)(1)
(ii) Other commitments (in relation to government incentive) ―
Guarantees
Ola Electric Technologies Private Limited(2) 16,089.43
Notes:
(1) The remaining balance required to be paid under pending purchase orders.
(2) Our Company has issued corporate guarantees, in favour of the banks / lenders on behalf of its subsidiary, Ola Electric Technologies
Private Limited, for the purposes of working capital and other general corporate purposes.
Our future contingent liabilities (if any) may crystallize and become actual liabilities. In the event that any of our future
contingent liabilities become non-contingent, our business, financial condition, cash flows and results of operations
may be adversely affected.
31. Breaches in data security, failure of information security systems and privacy concerns could adversely impact our
financial condition, subject us to penalties, damage our reputation and brand, and harm our business, prospects,
results of operations and cash flows.
We expect to face significant challenges with respect to information security and privacy, including in relation to the
collection, storage, transmission and sharing of personal and sensitive information of our employees and customers,
including names, accounts, customer IDs and passwords, EV information, and payment or transaction related
information. Though we do not believe we experienced any losses or any sensitive or material information was
compromised, we are unable to determine conclusively that this is the case. We have implemented remedial measures
in response to such potential incidents. We cannot guarantee that such measures will prevent all incidents in the future.
We may face difficulties or delays in identifying or otherwise responding to any attacks or actual or potential security
breaches or threats. A breach in our data security could create system disruptions or slowdowns and provide malicious
parties with access to information including information on our product lines and EVs stored on our networks, resulting
in data being publicly disclosed, altered, lost, or stolen, which could subject us to liability and adversely impact our
financial condition. Such access could adversely impact the safety of our employees and customers.
Further, we also face risks relating to compliance with applicable laws, rules and regulations relating to the collection,
storage, use, sharing, disclosure, protection and security of personal information, as well as requests from regulatory
and government authorities relating to such data. These laws, rules, and regulations evolve frequently, and their scope
may continually change, through new legislation, amendments to existing legislation, and changes in enforcement. In
addition, many laws and regulations relating to privacy and the collection, storage, sharing, use, disclosure, and
protection of certain types of data are subject to varying degrees of enforcement and new and changing interpretations
by courts or regulators. For instance, in order to ensure data privacy, our Company is required to ensure compliance
with the Information Technology Act, 2000 (“IT Act”) and the rules notified thereunder, including the Information
Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011
(“Privacy Rules”), which prescribe, inter alia, directions for the collection, disclosure, transfer and protection of
sensitive personal data. Further, the Government of India recently enacted the Digital Personal Data Protection Act,
2023 (“Data Protection Act”), which received President’s assent on August 11, 2023. The Act shall come into force
on such date as the Central Government may, by notification in the Official Gazette, appoint and different dates may
be appointed for different provisions of this legislation. The Data Protection Act, when notified, would require data
fiduciaries (persons who alone or in conjunction with other persons determine purpose and means of processing of
personal data), such as us, to implement organizational and technical measures to ensure compliance with obligations
imposed under the Data Protection Act, protect personal data and impose reasonable security safeguards to prevent
45
breach of personal data and establish mechanism for redressal of grievances of data principals. In case we are notified
as a significant data fiduciary under the Data Protection Act, we may have additional obligations imposed on us.
Overall, changes in laws or regulations relating to privacy, data protection, and information security, particularly any
new or modified laws or regulations, such as the General Data Protection Regulation (“GDPR”) adopted by the
European Union (“EU”), or changes to the interpretation or enforcement of such laws or regulations, that require
enhanced protection of certain types of data or new obligations with regard to data retention, transfer, or disclosure,
could require us to modify our existing systems or invest in new technologies to ensure compliance with such
applicable laws, which may require us to incur additional expenses. Any actual, alleged or perceived failure to prevent
a security breach or to comply with our privacy policies or privacy-related legal obligations, failure in our systems or
networks, or any other actual, alleged or perceived data security incident we or our suppliers suffer, could result in
damage to our reputation, negative publicity, loss of customers and sales, loss of competitive advantages over our
competitors, increased costs to remedy any problems and provide any required notifications, including to regulators
and/or individuals, and otherwise respond to any incident, regulatory investigations and enforcement actions, costly
litigation such as civil claims including representative actions and other class action type litigation, and other liabilities.
In addition, we may incur significant financial and operational costs to investigate, remediate and implement additional
tools, devices and systems designed to prevent actual or perceived privacy breaches and other privacy incidents, as
well as costs to comply with any notification obligations resulting from any such incidents. Any of these negative
outcomes could adversely impact the market perception of our products and customer and investor confidence in our
company, and would materially and adversely affect our business, prospects, financial condition, results of operations,
and cash flows.
32. We have entered into, and will continue to enter into, related party transactions that may involve conflicts of interest.
We have in the course of our business entered into transactions with related parties. Details of the related party
transactions in the three-months period ended June 30, 2023 and Fiscals 2023, 2022 and 2021 respectively, are set out
below.
(In ₹ million)
Name of related party Nature of transactions As at and for the period/ year ended
June 30, March 31, March 31, March 31,
2023 2023 2022 2021
ANI Technologies Private Expenses incurred on behalf of 16.58 103.54 65.62 -
Limited Expenses reimbursement to 388.06 1427.72 355.31 49.01
Other financial assets 219.99 200.47 65.62 18.20
Other financial liabilities 1,298.19 908.70 243.09 107.90
Receivable towards security deposit
given - - 5.40 5.40
OLA Financial Services Expenses incurred on behalf of 0.02 0.97 25.60 -
Private Limited Expenses reimbursement to 10.14 7.09 - 0.20
Other financial assets 507.32 688.31 36.07 0.20
Other financial liabilities 103.72 344.81 - -
OLA Fleet Technologies Expenses incurred on behalf of 147.13 354.95 63.71 8.90
Private Limited Expenses reimbursement to 676.03 1,842.95 137.47 -
Lease rental expense, electricity and
maintenance charges - - 40.35 15.95
Other financial assets 492.12 344.92 75.08 8.10
Other financial liabilities 472.14 340.09 157.73 20.80
Sale of goods & services 449.64 1536.91 124.51 -
Purchase of services 647.14 1,824.26 423.20 -
Trade payables 1,180.60 1,002.90 468.70 -
Trade receivables 925.60 842.47 152.20 -
Ola Stores Technologies Purchase of property, plant and
Private Limited equipment - 0.17 - -
Purchase of raw material and
components - 0.05 - -
Ola USA Inc. Expenses reimbursement to - 21.15 17.64 27.47
Interest on Loan 0.79 2.84 1.22 1.70
Expenses incurred on behalf of 0.18 - - -
Loan received - - 17.20 30.07
Other financial liabilities 159.89 160.07 138.92 121.30
Current borrowings 69.16 69.41 65.48 48.30
Interest payable on current
borrowings 7.14 6.36 3.09 1.90
Pisces E Services Private Expenses incurred on behalf of - 1.11 2.20 0.03
Limited Expenses reimbursement to - 0.22 0.03 -
Other financial assets 3.28 3.28 2.18 -
Other financial liabilities 0.26 0.23 0.06 -
Remuneration paid to Share-based payment 27.15 380.20 258.09 214.00
46
Name of related party Nature of transactions As at and for the period/ year ended
June 30, March 31, March 31, March 31,
2023 2023 2022 2021
directors & executive
officers Short-term employee benefits 10.88 47.42 118.36 45.40
Remuneration to non-executive
director 82.60 29.90 - -
For details of the related party transactions, see “Restated Consolidated Financial Information – Notes forming part
of the Restated Consolidated Financial Information – Note 35: Related Parties” on page 293.
We have entered into various transactions with ANI Technologies Private Limited (“ANI”) and its subsidiaries such
as: (i) our sub-lease of the Corporate Office and Registered Office from ANI; (ii) our arrangement with ANI for the
sale and advertisement of our EVs on their website and app; (iii) our arrangement with Ola Financial Services Private
Limited, a subsidiary of ANI, for the distribution of insurance policies for our EVs; (iv) services provided by Geospoc
Geospatial Services Private Limited, a subsidiary of ANI, which powers the Ola Maps navigation system on our
MoveOS version 4 platform; and (v) our arrangement with Ola Fleet Technologies Private Limited, subsidiary of ANI,
for the provision of packing, warehousing and logistics services in relation to the chargers and accessories that we sell.
If we are unable to continue with such transactions with ANI and its subsidiaries in the future, there may be a negative
impact on our business operations.
While we believe that all such transactions have been conducted on an arm’s length basis, we cannot assure you that
we could not have achieved more favourable terms had such transactions not been entered into with related parties. It
is likely that we may enter into related party transactions in the future. Although related party transactions that we may
enter into post-listing would be subject to the Audit Committee, Board or Shareholder approval, as necessary under
the Companies Act, 2013, and the SEBI Listing Regulations, we cannot assure you that our existing agreements and
any such future transactions, will be in the interest of our Company and minority shareholders and in compliance with
the SEBI Listing Regulations and individually or in the aggregate, will not have an adverse effect on our financial
condition and results of operations. Furthermore, any future transactions with our related parties could potentially
involve conflicts of interest which may be detrimental to our Company. There can be no assurance that we will be able
to address such conflicts of interest in the future.
33. Our Promoter, Directors, Key Managerial Personnel and Senior Management have interests in our Company in
addition to their remuneration and reimbursement of expenses.
Our Promoter, certain of our Directors, Key Managerial Personnel and Senior Management Personnel may be regarded
as having an interest in our Company or having benefits other than the reimbursement of expenses incurred and normal
remuneration or benefits. They may be deemed to be interested to the extent of Equity Shares held by them as well as
to the extent of any dividends, bonuses, or other distributions on such Equity Shares. We cannot assure you that our
Promoter, Directors, our Key Managerial Personnel and Senior Management Personnel will exercise their rights as
shareholders to the benefit and best interest of our Company under all circumstances. For further details, see “Capital
Structure”, “Our Management – Interests of Directors”, “Our Promoter and Promoter Group – Interests of Promoter
and Common Pursuits” beginning on pages 79, 214 and 225 respectively.
34. Our Material Subsidiary, Ola Electric Technologies Private Limited has availed loans from banks and other
financial institutions, which may be recalled on demand.
For the three-months period ended June 30, 2023 and for Fiscals 2023, 2022 and 2021 our Material Subsidiary, OET,
have working capital demand loans which are repayable on demand to the relevant lenders (excluding interest accrued)
as shown below:
Amount in ₹ million % of total loans
Three- Fiscal Fiscal Fiscal Three- Fiscal 2023 Fiscal 2022 Fiscal 2021
months 2023 2022 2021 months
period period
ended ended June
June 30, 2023
30, 2023
Working Capital 7,399.98 7,400.00 2,000.00 326.12 45.78% 44.96% 26.65% 83.90%
Demand Loan
These loans are not repayable in accordance with any agreed repayment schedule and may be recalled by the relevant
lender at any time. In such cases, we may be required to repay the entirety of such loans together with accrued interest.
We may not be able to generate sufficient funds at short notice to be able to repay such loans and may resort to
refinancing such loans at a higher rate of interest and on terms not favourable to it. Failure to repay such loans in a
timely manner may have a material adverse effect on the business, results of operation financial condition and cash
flow of OET. For further details of such loans, please refer the section titled “Financial Indebtedness” beginning on
47
page 336 of this Draft Red Herring Prospectus.
Further, some of our existing indebtedness and indebtedness we incur in the future may accrue interest at variable
rates. As a result, our variable rate debt obligations could be higher or lower than current levels. If interest rates
increase, our debt service obligations on our existing or any future variable rate indebtedness would increase even
though the amount borrowed would remain the same, and our net income and cash flows, including cash available for
servicing our indebtedness, would correspondingly decrease.
Our Material Subsidiary is party to loan agreements primarily subject to Marginal Cost of Funds based Lending Rate.
Any reforms may cause such benchmarks to perform differently than in the past, or to disappear entirely, or have other
consequences that cannot be predicted. Any such consequence could have a material adverse effect on our existing
facilities or our future debt linked to such a benchmark and our ability to service debt that bears interest at floating
rates of interest.
35. A portion of the Net Proceeds is proposed to be utilised for repayment or pre-payment, in full or part, all or a portion
of certain loans availed by our Subsidiaries from Axis Bank Limited and Bank of Baroda, affiliates of certain
BRLMs to the Offer.
We propose to use a portion of the Net Proceeds to either repay or pre-pay, in full or part, all or a portion of certain
outstanding borrowings availed by our Material Subsidiary from (i) Axis Bank Limited (“Axis Bank”), an affiliate of
Axis; and (ii) Bank of Baroda (“BOB”), an affiliate of BOBCAPS. We have the following amount outstanding, as of
October 31, 2023, under our loan facilities with Axis Bank, BOB and YES Bank Limited, which are proposed to be
repaid or pre-paid, in full or part, using the Net Proceeds:
(in ₹ million)
Name of the lender Nature of borrowing Amount sanctioned as of Principal amount outstanding
October 31, 2023 as of October 31, 2023(1)
Bank of Baroda Working Capital Demand Loan 6,100.00(2) 4,201.40
Axis Bank Working Capital Demand Loan 1,500.00 1,250.00
YES Bank Limited Working Capital Demand Loan 1,450.00 1,056.80
Axis Bank Overdraft against fixed deposit 5,000.00 2,094.74
Total 14,050.00 8,602.94
Notes:
(1) The amount outstanding as on October 31, 2023, has been certified by our Auditors, by way of their certificate dated December 22, 2023.
(2) Amount sanctioned as on October 31, 2023 includes ₹3,950 million of working capital demand loan and ₹2,150 million of letter of credit -
(inland/ foreign – Documents against Payment (DP)/ Documents against acceptance (DA) - 120 days/ Usance Payable at sight Letter of Credit
(UPAS LC)/ Standby Letter of credit (SBLC)/ Foreign Bank Guarantee (FBG) for trade credit, as two way interchangeability between fund
based working capital limit to non-fund based working capital limit to full extent is allowed.
Axis and BOBCAPS are among the BRLMs to the Offer. The loans were sanctioned by Axis Bank and BOB as part
of their separate lending activities in the ordinary course of business and we do not believe that there is any conflict of
interest under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended, or any
other applicable SEBI rules or regulations. The Board of Directors of our Company have chosen to repay/prepay these
loans and facilities based on commercial considerations. For further information, see “Objects of the Offer” on page
97.
36. We may not be able to protect our intellectual property rights and prevent the unauthorized use of our intellectual
property, which could harm our business and competitive position.
We regard our trademarks, service marks, patents, domain names, trade secrets, proprietary technologies, and similar
intellectual property as critical to our success. We rely on trademark and patent law, trade secret protection and
confidentiality and license agreements with our employees and others to protect our proprietary rights. We have
invested significant resources to develop our own intellectual property. Failure to maintain or protect these rights could
harm our business. In addition, any unauthorized use of our intellectual property by third parties may adversely affect
our current and future revenues and our reputation.
We had 35 registered patents under the Patents Act, 1970 and 205 patent applications pending in India, 10 registered
patents in the US, UK, China and the Netherlands and 37 patent applications pending in the US, Japan, Great Britain,
Australia and pursuant to the Patent Cooperation Treaty, and the Europe Patent Office, as on the date of this Draft Red
Herring Prospectus. We cannot assure you that all our pending patent applications will result in issued patents. Even
if our patent applications succeed and we are issued patents accordingly, it is still uncertain whether these or our
existing patents will be contested, circumvented, or invalidated in the future. In addition, the rights granted under any
issued patent may not provide us with meaningful protection or competitive advantages. The claims under any patents
may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar
to ours. It is also possible that the intellectual property rights of others could bar us from licensing and exploiting our
patents. Numerous patents and pending patent applications owned by others exist in the fields where we have
developed and are developing our technology. These patents and patent applications might have priority over our
patent applications and could subject our patent applications to invalidation. Further, we do not own the trademark for
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our brand name ‘Ola’. The lack of trademark protection of our brand name adversely affects our ability to protect such
intellectual property and limits our ability to oppose third party applications to use an identical or similar brand name.
If a third party uses an identical or similar brand name, we will be required to expend significant resources to establish
a new brand name and build name recognition afresh.
Implementation and enforcement of Indian laws relating to intellectual property have historically been deficient and
ineffective. Accordingly, protection of intellectual property rights in India may not be as effective as in the United
States or other developed countries. Furthermore, policing unauthorized use of proprietary technology is difficult and
expensive. We rely on a combination of patent, copyright, trademark, and trade secret laws and restrictions on
disclosure to protect our intellectual property rights. Despite our efforts to protect our proprietary rights, third parties
may attempt to copy or otherwise obtain and use our intellectual property or seek court declarations that they do not
infringe upon our intellectual property rights. Monitoring unauthorized use of our intellectual property is difficult and
costly, and we cannot assure you that the steps we have taken or will take will prevent misappropriation of our
intellectual property. From time to time, we may have to resort to litigation to enforce our intellectual property rights,
which could result in substantial costs and diversion of our resources.
37. We may in the future become, subject to patent, trademark and/or other intellectual property infringement claims,
which may be time-consuming, cause us to incur significant liability and increase our costs of doing business.
We may in the future become party to additional, intellectual property infringement proceedings. Companies, including
our competitors, or individuals, may hold or obtain patents, trademarks or other proprietary or intellectual property
rights that would prevent, limit or interfere with our ability to make, use, develop, sell, or market our EVs, which could
make it more difficult for us to operate our business. From time to time, we may receive communications or be sued
by holders of patents, trademarks, trade secrets or other intellectual property or proprietary rights alleging that we are
infringing, misappropriating, diluting or otherwise violating such rights. Our applications for and uses of trademarks
relating to our products, services, or designs, could be found to infringe upon existing trademark rights owned by third
parties. We may also not be aware of existing patents or patent applications that could be pertinent to our business as
many patent applications are filed confidentially in the United States and are not published until 18 months following
the applicable filing date. In the event that a claim relating to intellectual property is asserted against us or our suppliers,
or if third parties not affiliated with us hold pending or issued patents that relate to our products or technology, we
may need to seek licenses to such intellectual property or seek to challenge those patents. Even if we are able to obtain
a license, it could be non-exclusive, thereby giving our competitors and other third parties access to the same
technologies licensed to us. In addition, we may be unable to obtain these licenses on commercially reasonable terms,
if at all, and our challenge of third-party patents may be unsuccessful. Litigation or other legal proceedings relating to
intellectual property claims, regardless of merit, may cause us to incur significant expenses and could distract our
technical and management personnel from their normal responsibilities. Further, if we are determined to have infringed
upon a third party’s intellectual property rights, we may be required to do one or more of the following:
• cease selling or leasing, incorporating certain EV components into, or using EVs or offering goods or services that
incorporate or use the intellectual property that we allegedly infringe, misappropriate, dilute or otherwise violate;
• pay substantial royalty or license fees or other damages;
• seek a license from the holder of the infringed intellectual property right, which license may not be available on
reasonable terms, or at all;
• redesign or reengineer our EVs or other technology, goods or services, which may be costly, time-consuming or
impossible; or
• establish and maintain alternative branding for our EVs.
In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the
infringed technology or other intellectual property right, our business, prospects, financial condition, results of
operations, and cash flows could be materially and adversely affected. In addition, any litigation or claims, whether or
not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.
38. Our use of open source software in our applications could subject our proprietary software to general release,
adversely affect our ability to sell our services and subject us to possible litigation, claims or proceedings.
We use open source software in connection with the development and deployment of our EVs. Companies that use
open source software in connection with their products may face claims challenging the use of open source software
and/or compliance with open source license terms. As a result, we could be subject to suits by parties claiming
ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms.
While we will monitor the use of open source software and try to ensure that open source software is not used in a
manner that would subject our proprietary source code to general release and restrictions, such use could inadvertently
occur, in part because open source license terms are often ambiguous and have generally not been interpreted by Indian
or foreign courts.
Further, in addition to risks related to license requirements, use of certain open source software carries greater technical
and legal risks than does the use of third-party commercial software. To the extent that our platform depends upon the
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successful operation of open source software, any undetected errors or defects in open source software that we use
could prevent the deployment or impair the functionality of our systems and injure our reputation. In addition, the
public availability of such software may make it easier for attackers to target and compromise our platform through
cyber-attacks. Any of the foregoing risks could materially and adversely affect our business, prospects, financial
condition, results of operations, and cash flows.
39. If we do not obtain, renew, or maintain the statutory and regulatory permits and approvals required to operate our
business, it could have a material adverse effect on our business.
Operation of an automobile manufacturing facility requires land use and environmental permits and other operating
permits from central, state, and local government entities. While we currently have the approvals necessary to carry
out and perform our current plans and operations at our Ola Futurefactory and Ola Gigafactory, certain approvals are
in the process of being obtained, have expired or have not been obtained. See “Government and Other Approvals –
Material Approvals applied for but not received,” “Government and Other Approvals – Material Approvals expired
and renewal yet to be applied for” and “Government and Other Approvals – Material Approvals required but not
obtained or applied for” on pages 348. In addition, expansion of operations at our Ola Futurefactory and Ola
Gigafactory, and the construction or operation of any future facility, may require additional land use, environmental
and operating permits. For details of the material licenses, registrations and approvals for our Company and Material
Subsidiary, see “Government and Other Approvals” on page 344. Our approvals may expire from time to time in the
ordinary course and we may be required to make applications for such renewals. As on the date of this Draft Red
Herring Prospectus, our Company and Material Subsidiary have applied for or are in the process of applying for
renewal of certain expired material approvals as disclosed in “Government and Other Approvals – Material Approvals
expired and renewal yet to be applied for” on page 348. Delays, denials or restrictions on any of the applications for
or assignment of the permits to operate our facility or any future facility we may acquire or construct could adversely
affect our ability to execute on our business plans and objectives.
40. We rely primarily on third-party insurance policies to insure our operations-related risks. If our insurance coverage
is inadequate, it may have an adverse effect on our business, financial condition and results of operations.
We maintain insurance which we believe is typical in our industry in India and in amounts which we believe to be
commercially appropriate for a variety of risks, including insurance policies related to cybersecurity, terrorism, fire
and special perils and burglary, group medical and personal accident insurance, director’s and officers’ insurance,
public liability insurance, workmen compensation insurance, electronic equipment insurance, marine insurance,
general commercial insurance and product and product recall insurance. We have also obtained business interruption
insurance to cover losses related to material damages. As of June 30, 2023, Fiscal 2023, Fiscal 2022 and Fiscal 2021,
our insurance cover as a percentage of total assets was 89.73%, 94.98%, 98.26% and nil, respectively. However, such
insurance may not be adequate to cover all losses or liabilities that may arise from our operations, particularly when
the loss suffered is not easily quantifiable. Our insurance policies contain exclusions and limitations on coverage, and,
accordingly, we may not be able to successfully assert claims for the full amount of any liability or losses. Additionally,
there may be various other risks and losses for which we are not insured because such risks are either uninsurable or
not insurable on commercially acceptable terms. Furthermore, there can be no assurance that in the future we will be
able to maintain insurance of the types or at levels which we deem necessary or adequate or at premiums which we
deem to be commercially acceptable. Even if our insurance coverage is adequate to cover our direct losses, we may
not be able to take remedial actions or other appropriate measures in a timely manner or at all. Furthermore, our claim
records may affect the premiums which insurance companies may charge us in the future. We may not be able to
maintain insurance of the types or at levels which we deem necessary or adequate or at rates which we consider
reasonable, in particular in case of significant increases in premium levels upon the renewal of our insurance policies.
If we are unable to pass the effects of increased insurance costs on to our customers, the costs of higher insurance
premiums could have a material adverse effect on our costs and profitability. Additionally, some of our insurance
claims may be rejected by the insurance agencies in the future and there can be no assurance that any claim under the
insurance policies maintained by us will be honoured fully, in part, or on time.
The occurrence of an event for which we are not insured, where the loss is in excess of insured limits or where we are
unable to successfully assert insurance claims from losses, could result in uninsured liabilities. Any uninsured losses
or liabilities could result in an adverse effect on our business operations, financial conditions and results of operations.
41. The activities carried out at our Ola Futurefactory and to be carried out at our Ola Gigafactory can cause injury to
people or property in certain circumstances.
The activities carried out presently at our Ola Futurefactory and to be carried out at our Ola Gigafactory, involve health
and safety risks. Our factories require individuals to work with chemicals, equipment and other hazardous materials.
While we employ and will continue to employ safety procedures in the operation of our factories and maintain what
we believe to be adequate insurance including insurance policies for accidents, there is a risk that an accident may
occur at any of our factories. An accident may result in personal injury to our employees, or the labour deployed at
our factories, destruction of property or equipment, manufacturing or delivery delays, environmental damage, or may
lead to suspension of our operations and/or imposition of liabilities. While we have not faced any such accidents in
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the past, any such accident in the future may result in disruption to our operation, legal and regulatory consequences
and reputational damage, which may have a negative effect on our business, results of operations, financial condition,
cash flows and prospects.
42. We have used information from the Redseer Report which we commissioned for industry related data in this Draft
Red Herring Prospectus and any reliance on such information is subject to inherent risks.
For industry related data in this Draft Red Herring Prospectus, we have used the information from the Redseer Report,
which we commissioned and paid for, exclusively for the purpose of this Offer. The information is subject to various
limitations, highlights certain industry and market data relating to us and our competitors which may not be based on
any standard methodology and is based upon certain assumptions that are subjective in nature. Neither our Company,
nor the BRLMs are related to Redseer. Accordingly, investors should read the industry related disclosures in this Draft
Red Herring Prospectus in this context. Industry sources and publications are also prepared based on information as
of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also
base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect.
Accordingly, investors should not place undue reliance on, or base their investment decision solely on this information.
For further details, see “Certain Conventions, Presentation of Financial, Industry and Market Data – Industry and
Market Data” on page 23.
43. We track certain operational metrics with internal systems and tools and do not independently verify such metrics.
Certain of our operational metrics are subject to inherent challenges in measurement and any real or perceived
inaccuracies in such metrics may adversely affect our business and reputation.
Certain of our operational metrics are prepared with internal systems and tools that are not independently verified by
any third party and which may differ from estimates or similar metrics published by third parties due to differences in
sources, methodologies, or the assumptions on which we rely. Such operational metrics include sales volumes, order
fulfilment numbers and after sales service volumes. Our internal systems and tools have a number of limitations and
our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our
metrics, including the metrics we publicly disclose. If the internal systems and tools we use to track these metrics
under count or over count performance or contain algorithmic or other technical errors, the data we report may not be
accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable
period of measurement, there are inherent challenges in measuring how our platform is used across large populations.
Limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our
understanding of certain details of our business, which could affect our long-term strategies. If our operating metrics
are not accurate representations of our business, if investors do not perceive our operating metrics to be accurate, or if
we discover material inaccuracies with respect to these figures, we expect that our business, reputation, financial
condition and results of operations would be adversely affected.
44. Our results of operations may vary significantly from period to period due to the seasonality of our business and
fluctuations in our operating costs.
Our results of operations may vary significantly from period to period due to many factors, including seasonal
factors that may affect the demand for our EVs. According to the Redseer Report, as per data on new 2W registrations
between September 2021 and September 2023 in the Indian automotive market available on the VAHAN Portal of
Ministry of Road Transport and Highways, demand for 2W vehicles generally peaks between January and March of
each year. Demand increases again during the festive season between September and November, with a decline in
December as customers choose to defer purchases to the following year, according to the Redseer Report. Such
seasonal factors may also impact demand for our EVs. Our limited operating history makes it difficult for us to
judge the exact nature or extent of the seasonality of our business. Also, any unusually severe weather conditions
in certain regions may impact demand for our EVs. Our results of operations could also suffer if we do not
achieve revenue consistent with our expectations for this seasonal demand because many of our expenses are
based on anticipated levels of annual revenue.
We also expect our period-to-period results of operations to vary based on our operating costs, which we anticipate
will increase significantly in future periods as we, among other things, design, develop, and manufacture newer models
of our EV scooters and introduce EV motorcycles, expand and further equip our manufacturing facilities to produce
such EVs, open new experience centres, increase our sales and marketing activities, and increase our general and
administrative functions to support our growing operations. Any increases in our operating costs may also lead to an
increase in price of our EVs which may lead to a resultant decrease in demand for our EVs.
As a result of these factors, we believe that period-to-period comparisons of our results of operations are not
necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance.
Moreover, our results of operations may not meet expectations of equity research analysts or investors. If this
occurs, the trading price of our shares could fall substantially either suddenly or over time.
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45. If we cannot maintain our culture as we grow, we could lose the innovation, teamwork, and passion that we believe
contribute to our success and our business may be harmed.
We have invested substantial time and resources into building our culture, and we believe it serves as a critical
component of our success. We believe in building an innovative and engineering-focused culture. We hope to sustain
this culture through our employee induction efforts, utilizing cross functional teams and projects. As we continue to
grow, including geographical expansion, and developing the infrastructure associated with being a public company,
we will need to maintain our culture among a larger number of employees, dispersed across various geographic
regions. Any negative publicity surrounding our culture or our failure to preserve our culture could negatively affect
our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our
corporate objectives.
46. We may be subject to risks associated with strategic alliances or acquisitions.
We have in the past and may in the future enter into strategic alliances, including joint ventures or minority equity
investments, with various third parties to further our business purpose from time to time. These alliances could subject
us to a number of risks, including risks associated with sharing proprietary information, non-performance by third
parties, and increases in expenses in establishing new strategic alliances, any of which may materially and adversely
affect our business. We may have limited ability to monitor or control the actions of these third parties and, to the
extent any of these third parties suffers negative publicity or harm to their reputation from events relating to their
businesses, we may also suffer negative publicity or harm to our reputation by virtue of our association with any such
third party.
In addition, if appropriate opportunities arise, we may acquire additional assets, products, technologies, or businesses
that are complementary to our existing business. In addition to possible shareholder approval, we may have to obtain
approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable
Indian laws and regulations, which could result in increasing delay and costs, and may derail our business strategy if
we fail to do so. Moreover, the costs of identifying and consummating acquisitions may be significant. Furthermore,
past and future acquisitions and the subsequent integration of new assets and businesses into our own require
significant attention from our management and could result in a diversion of resources from our existing business,
which in turn could have an adverse effect on our operations. Acquired assets or businesses may not generate the
financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive
issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for
other intangible assets, and exposure to potential unknown liabilities of the acquired business. Any acquired business
may be involved in legal proceedings originating from historical periods prior to the acquisition, and we may not be
fully indemnified, or at all, for any damage to us resulting from such legal proceedings, which could materially and
adversely affect our financial position and results of operations.
47. Our business may be adversely affected by labour unrest and union activities.
Although none of our employees are currently represented by a labour union, it is common throughout the automobile
industry generally for employees to belong to a union, which can result in higher employee costs, operational
restrictions, and increased risk of disruption to operations. We may also directly and indirectly depend upon other
companies with unionized work forces, such as raw material and EV component suppliers and trucking and freight
companies, and work stoppages or strikes organized by such unions including contract labourers who are engaged by
us for production of our scooters, could have a material adverse impact on our business, prospects, financial condition,
results of operations, and cash flows.
Further, our Material Subsidiary, namely OET, appoints independent contractors who in turn engage on-site contract
labour for performance of certain of our ancillary operations. Although we do not engage these labourers directly, it
is possible under Indian law that we may be held responsible for wage payments to labourers engaged by contractors
should the contractors default on wage payments. Any requirement to fund such payments may adversely affect our
results of operations.
48. We will face risks associated with potential international operations, including unfavourable regulatory, political,
currency, tax, and labour conditions, which could harm our business, prospects, financial condition, results of
operations, and cash flows.
Our business plan includes expansion of our operations in international markets, as we have a design studio in the
United Kingdom and have plans to expand our future sales, in select markets internationally. Heightened tensions in
international economic relations may affect our ability to expand internationally. As we depend on parts and EV
components from suppliers, some of which are overseas, tariffs by the Indian government on such suppliers may also
affect the costs of our products.
Furthermore, conducting and launching operations on an international scale requires close coordination of activities
across multiple jurisdictions and time zones and consumes significant management resources. We will be subject to a
52
number of risks associated with international business activities that may increase our costs, impact our ability to sell
our EVs and require significant management attention. These risks include:
• conforming our EVs to various international regulatory requirements where our EVs are sold and serviced, which
requirements may change over time;
• expenditures related to foreign lawsuits and liability;
• difficulty in staffing and managing foreign operations and complying with foreign labour laws and regulation;
• difficulties establishing relationships with, or disruption in the supply chain from, international suppliers;
• difficulties attracting customers in new jurisdictions;
• foreign government taxes, regulations and permit requirements;
• fluctuations in foreign currency exchange rates and interest rates, including risks related to any foreign currency
swap or other hedging activities we undertake;
• United States and foreign government trade restrictions, tariffs and price or exchange controls;
• changes in diplomatic and trade relationships;
• laws and business practices favouring local companies;
• difficulties protecting or procuring intellectual property rights;
• political instability, natural disasters, war or events of terrorism and health epidemics, such as the COVID-19
pandemic; and
• the strength of international economies.
If we fail to successfully address these risks, our business, prospects, financial condition, results of operations, and cash
flows could be materially harmed.
49. We are subject to risks associated with exchange rate fluctuations.
Appropriate hedging for our risk exposures may not be available at a reasonable cost, or at all, particularly during
volatile interest rate environments. We have currently hedged the letters of credit we entered into with the Bank of
Baroda for purchasing EV components from our suppliers in South Korea. There are risks associated with the use of
such hedging instruments. While hedging instruments may mitigate our exposure to fluctuations in currency exchange
rates to a certain extent, we potentially forego benefits that might result from market fluctuations in currency
exposures. These hedging transactions can also result in losses, including, without limitation, when a counterparty
does not perform its obligations under the applicable hedging arrangement, there are currency fluctuations, the
arrangement is imperfect or ineffective, or our internal hedging policies and procedures are not followed or do not
work as planned. In addition, because our potential obligations under the financial hedging instruments are marked to
market, we may experience quarterly and annual volatility in our operating results and cash flows attributable to our
financial hedging activities.
We also intend to operate in numerous markets worldwide and as such will be exposed to risks stemming from
fluctuations in currency and interest rates. The exposure to currency risk will be mainly linked to differences in the
geographic distribution of our manufacturing and commercial activities, resulting in cash flows from sales being
denominated in currencies different from those of purchases or production activities.
We may use various forms of financing to cover future funding requirements for our activities and changes in interest
rates can affect our net revenues, finance costs and margins.
Any of the above may have material adverse effects on our business, prospects, financial condition, results of
operations, and cash flows.
50. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.
Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flow, working capital
requirements, capital expenditure and restrictive covenants of our financing arrangements. Any future determination
as to the declaration and payment of dividends will be at the discretion of our Board in accordance with the dividend
distribution policy adopted by our Company on December 14, 2023 and will depend on factors that our Board deems
relevant, including among others, our future earnings, financial condition, cash requirements, business prospects and
any other financing arrangements. Further, our Subsidiaries are separate and distinct legal entities, having no obligation
to pay dividends and may be restricted from doing so by law or contract, including applicable laws, charter provisions
and the terms of their financing arrangements. We cannot assure you that our Subsidiaries will generate sufficient
profits and cash flows, or otherwise be able to pay dividends to us in the future.
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51. Our ability to invest in foreign subsidiaries or joint ventures is constrained by applicable restrictions under Indian
overseas investment laws as well as laws of the relevant international jurisdictions, which could adversely affect
our business prospects and international growth strategy.
Under Indian foreign investment laws, an Indian company is permitted to invest in overseas joint ventures or wholly
owned subsidiaries, up to 400% of the Indian company’s net worth as at the date of its last audited balance sheet
(subject to certain exceptions). This limitation also applies to any other form of financial commitment by the Indian
company, including in terms of any loan, guarantee, pledge or charge on assets (subject to applicable conditions) issued
by such Indian company. However, any financial commitment exceeding US$ 1 billion (or its equivalent) in a Financial
Year would require prior approval of the RBI, even when the total financial commitment of the Indian company is
within the eligible limit under the automatic route, as mentioned above. Further, there may be limitations stipulated in
the host country for foreign investment. Investment or financial commitment not complying with the stipulated
requirements is permitted with prior approval of the RBI. In addition, there are certain routine procedural and
disclosure requirements in relation to any such overseas direct investment. These limitations on overseas direct
investment could constrain our ability to acquire our stake in overseas entities as well as to provide other forms of
financial assistance or support to such entities, which may adversely affect our business and financial condition.
52. The form filing in respect of reclassification of shares is pending for approval from the RoC. Further, we have been
unable to complete the process of filing of Form PAS-3 in respect of recent changes to our share capital.
Pursuant to the resolutions passed by the Board and by the Shareholders, each dated December 19, 2023, our Company
reclassified 142,544,269 Series A CCPS to 142,544,269 Series A1 CCPS. Although our Company has filed the Form
SH-7 through the MCA portal under Section 64(1) of the Companies Act, 2013 read with rule 15 of Companies (Share
Capital and Debentures) Rules, 2014, the same is pending for approval from the RoC. Consequently, we have been
unable to file Form PAS-3 in respect of the aforementioned reclassification. While we will continue to try filing the
Form PAS-3 on the MCA portal, we cannot assure you that we will be able to file the Form PAS-3 on time as required
under the Companies Act, 2013. Further, we cannot assure you that no penalty, legal proceedings or regulatory actions
will be initiated against our Company in the future in relation to the delay in the filing of the Form PAS-3, the
occurrence of which may impact our financial condition and reputation.
External Risks
53. Challenging economic conditions may affect consumer demand for electric vehicles.
As per the Redseer Report, quarterly private final consumption expenditure in India peaked in the third quarter of
Fiscal 2023, higher than in the first, second and fourth quarters of Fiscal 2023 as per the Ministry of Statistics and
Programme Implementation. We believe that such variance in consumer spending could have a commensurate impact
on sales volumes of our Ola S1 scooters. Sales of high-end and luxury consumer products, such as the Ola S1 Pro,
which is our premium EV scooter, depend in part on discretionary consumer spending and are even more exposed to
adverse changes in general economic conditions. Discretionary consumer spending also is affected by other factors,
including changes in tax rates and tax credits, interest rates and the availability and terms of consumer credit. During
future periods of economic weakness, we may experience a decline in the demand for our EVs, which could harm our
business, prospects and operating results. Accordingly, any events that have a negative effect on the Indian economy
or on foreign economies or that negatively affect consumer confidence in the economy, including disruptions in credit
and stock markets, and actual or perceived economic slowdowns, may harm our business, prospects and operating
results.
54. Natural disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events could
materially and adversely affect our business.
Global pandemics or epidemics, or fear of spread of contagious diseases, such as Ebola or Nipah virus disease,
coronavirus disease 2019 (“COVID-19”), Middle East respiratory syndrome, severe acute respiratory syndrome,
H1N1 flu, H7N9 flu, and avian flu could disrupt our business operations, reduce or restrict our supply of materials and
services, incur significant costs to protect our employees and facilities, or result in regional or global economic distress,
which may materially and adversely affect our business, financial condition, and results of operations. Actual or
threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could have a similar
adverse effect on our business, financial condition, and results of operations. Any one or more of these events may
impede our production and delivery efforts and adversely affect our sales results, which could materially and adversely
affect our business, financial condition and results of operations.
The COVID-19 pandemic caused us to face hurdles and time delays when initially constructing and setting up our Ola
Futurefactory. Any future global spread of the COVID-19 pandemic may result in global economic distress, and the
extent to which it may affect our results of operations will depend on future developments, which are highly uncertain
and cannot be predicted. We cannot assure you that the COVID-19 pandemic can be eliminated or contained in the
near future, or at all, or a similar outbreak will not occur again. If the COVID-19 pandemic and the resulting disruption
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to our business were to extend over a prolonged period, it could materially and adversely affect our business, financial
condition, and results of operations.
We are also vulnerable to natural disasters, including but not limited to hurricanes, earthquakes, tsunamis, fires and
other calamities. We cannot assure you that any backup systems will be adequate to protect us from the effects of such
unexpected events. Any of the foregoing events may give rise to interruptions, damage to our property, delays in
production, breakdowns, system failures, technology platform failures, or internet failures, which could cause the loss
or corruption of data or malfunctions of software or hardware as well as adversely affect our business, financial
condition, and results of operations.
55. Changing regulations in India could lead to new compliance requirements that are uncertain.
The regulatory and policy environment in which we operate is evolving and is subject to change. The Government of
India may implement new laws or other regulations and policies that could affect EVs or vehicles in general, which
could lead to new compliance requirements, including requiring us to obtain approvals and licenses from the
government and other regulatory bodies, or impose onerous requirements. New compliance requirements could
increase our costs or otherwise adversely affect our business, financial condition, cash flows and results of operations.
Furthermore, the manner in which new requirements will be enforced or interpreted can lead to uncertainty in our
operations and could adversely affect our operations. Any changes to such laws, including the instances mentioned
below, may adversely affect our business, financial condition, results of operations, cash flows and prospects.
Additionally, the Government of India has introduced (a) the Code on Wages, 2019 (“Wages Code”); (b) the Code
on Social Security, 2020 (“Social Security Code”); (c) the Occupational Safety, Health and Working Conditions
Code, 2020; and (d) the Industrial Relations Code, 2020 (collectively, the “Labour Codes”) which consolidate,
subsume and replace numerous existing central labour legislations. The Government of India has deferred the effective
date of implementation of the respective Labour Codes, and they shall come into force from such dates as may be
notified. Different dates may also be appointed for the coming into force of different provisions of the Labour Codes.
While the rules for implementation under these codes have not been notified in its entirety, as an immediate
consequence, the coming into force of these codes could increase the financial burden on our Company, which may
adversely impact our profitability. We are yet to determine the impact of all or some such laws on our business and
operations which may restrict our ability to grow our business in the future. For example, the Social Security Code
aims to provide uniformity in providing social security benefits to the employees which was earlier segregated under
different acts and had different applicability and coverage. Furthermore, the Wages Code limits the amounts that may
be excluded from being accounted toward employment benefits (such as gratuity and maternity benefits) to a maximum
of 50% of the wages payable to employees. The implementation of such laws has the ability to increase our employee
and labour costs, thereby adversely impacting our results of operations, cash flows, business and financial
performance.
Unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations
including foreign investment and stamp duty laws governing our business and operations could result in us being
deemed to be in contravention of such laws and may require us to apply for additional approvals. We may incur
increased costs and other burdens relating to compliance with new requirements, which may also require significant
management time and other resources, and any failure to comply may adversely affect our business, results of
operations, financial condition, cash flows and prospects. Uncertainty in the applicability, interpretation or
implementation of any amendment to, or change in, governing law, regulation or policy in the jurisdictions in which
we operate, including by reason of an absence, or a limited body of administrative or judicial precedent may be time
consuming as well as costly for us to resolve and may impact the viability of our current business or restrict our ability
to grow our business in the future.
Additionally, if we are affected, directly or indirectly, by the application or interpretation of any provision of such
laws and regulations or any related proceedings, or are required to bear any costs in order to comply with such
provisions or to defend such proceedings, our business and financial performance may be adversely affected.
56. Changes in tax laws may materially and adversely affect our business, prospects, financial condition, results of
operations and cash flows.
New income, sales, use or other tax laws, statutes, rules, regulation or ordinances could be enacted at any time, or
interpreted, changed, modified or applied adversely to us, any of which could adversely affect our business operations
and financial performance. The Government of India announced the union budget for Fiscal 2024 and the finance bill
in the Lok Sabha on February 1, 2023. The bill has received assent from the President of India on March 30, 2023,
and has been enacted as the Finance Act 2023. In light of this, we are currently unable to predict whether such changes
will occur and, if so, the ultimate impact on our business. To the extent that such changes have a negative impact on
us, our suppliers, manufacturers or our customers, including as a result of related uncertainty, these changes may
materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.
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57. Political changes affecting economic conditions in India and adverse changes in government policies that are
currently favourable for electric vehicles or domestically manufactured vehicles could materially and adversely
affect our business, financial condition, results of operations, and prospects.
Our Company is incorporated in India and most of our assets are located in India. Our assets located outside India
have a cumulative value of ₹ 377.35 million as of June 30, 2023. The growth of our business benefits from policies
rolled out by the Government of India that support the development of EVs and domestically manufactured vehicles
such as the Automobile PLI Scheme dated September 23, 2021, which incentivizes domestic manufacturing of
advanced automotive technology products and the FAME India Phase II scheme dated April 1, 2019, which, amongst
other initiatives, seeks to promote faster adoption of electric and hybrid vehicle through demand incentive schemes by
reducing the cost of acquisition for consumers. If the EV energy consumption standards become significantly stricter,
we may incur significant costs to obtain advanced energy technology to upgrade our EVs or design new EVs if we are
able to at all, which could materially and adversely affect our business, financial condition, results of operations and
prospects. Furthermore, changes in government incentives or subsidies to support EVs could adversely affect our
business. Any reduction, elimination, or discriminatory application of government subsidies and economic incentives
because of policy changes, or the reduced need for such subsidies and incentives due to the perceived success of the
EV or other reasons, may result in the diminished competitiveness of the alternative fuel and EV industry generally or
our EVs in particular. Additionally, central and state laws may impose additional barriers to EV adoption, including
additional costs.
While certain tax credits and other incentives for alternative energy production, alternative fuel, and EVs have been
available in the past, there is no guarantee these programs will be available in the future. If current tax incentives are
not available in the future, our business, prospects, financial condition, results of operations, and cash flows could be
harmed. Our EV sales are also impacted by any future changes in government policies pertaining to tariffs on imported
passenger EVs and cells.
Our business results also depend on a number of general macroeconomic and demographic factors in India which are
beyond our control. In particular, our revenue and profitability are strongly correlated to consumer discretionary
spending, which is influenced by general economic conditions, unemployment levels, the availability of discretionary
income and consumer confidence. Recessionary economic cycles, a protracted economic slowdown, a worsening
economy, increased unemployment, rising interest rates or other industry-wide cost pressures could also affect
consumer behaviour and lead to a decline in our sales and earnings.
Factors that may adversely affect the Indian economy, and hence our results of operations and the market for our
Equity Shares, may include:
• the macroeconomic climate, including any increase in Indian interest rates or inflation;
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or
repatriate currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in India
and scarcity of financing for our expansions;
• prevailing income conditions among Indian consumers and Indian corporations;
• volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
• changes in India’s tax, trade, fiscal or monetary policies;
• political instability, civil unrest, social or ethnic instability, terrorism, military conflict and other acts of violence
or war in India or in countries in the region or globally, including in India’s various neighbouring countries;
• prevailing regional or global economic conditions, including in India’s principal export markets or other
significant regulatory or economic developments in or affecting India or its consumption sector;
• international business practices that may conflict with other customs or legal requirements to which we are
subject, including anti-bribery and anti-corruption laws;
• protectionist and other adverse public policies, including local content requirements, import/export tariffs,
increased regulations or capital investment requirements;
• logistical and communications challenges;
• instability in financial markets;
• difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms or
on a timely basis; and
• being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and difficulty
enforcing contractual agreements or judgments in foreign legal systems or incurring additional costs to do so.
As of June 30, 2023, we derive all of our revenue from our operations in India, accordingly, our performance and the
growth of our business are necessarily dependent on the health of the overall Indian economy. Any slowdown or
perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely affect our
business, results of operations and financial condition and the price of our Equity Shares.
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58. Any downgrading of India’s debt rating by a domestic or an international rating agency could adversely affect our
business.
India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or fiscal policy or
a decline in India’s foreign exchange reserves, all which are outside the control of our Company. Any adverse revisions
to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact our
ability to raise additional external financing, and the interest rates and other commercial terms at which such additional
financing is available.
Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India.
India’s sovereign rating improved from Baa3 with a “negative” outlook to Baa3 with a “stable” outlook by Moody’s
in October 2021 and improved from BBB- with a “negative” outlook to BBB- with a “stable” outlook by Fitch in June
2022; and decreased from BBB to BBB “low” by DBRS in May 2021. India’s sovereign rating from S&P is BBB-
with a “stable” outlook. Any further adverse revisions to India’s credit ratings for domestic and international debt by
international rating agencies may adversely impact our ability to raise additional financing and the interest rates and
other commercial terms at which such financing is available, including raising any overseas additional financing. A
downgrading of India’s credit ratings may occur, for example, upon a change of government tax or fiscal policy, which
are outside our control. This could have an adverse effect on our ability to fund our growth on favourable terms or at
all, and consequently adversely affect our business, cash flows and financial performance and the price of our Equity
Shares.
59. Non-resident investors are subject to investment restrictions under Indian laws which limit our ability to attract
foreign investors, which may adversely impact the market price of our Equity Shares.
Under foreign exchange regulations currently in force in India, the transfer of shares between non-residents and
residents are freely permitted (subject to compliance with sectoral norms and certain other restrictions), if they comply
with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought
to be transferred, is not in compliance with such pricing guidelines or reporting requirements or falls under any of the
exceptions referred to above, then a prior regulatory approval will be required. Further, unless specifically restricted,
foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior
approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment.
The RBI and the concerned ministries and/or departments are responsible for granting approval for foreign investment.
Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian
income tax authorities. Furthermore, this conversion is subject to the shares having been held on a repatriation basis
and, either the security having been sold in compliance with the pricing guidelines or, the relevant regulatory approval
having been obtained for the sale of shares and corresponding remittance of the sale proceeds.
In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, investments
where the beneficial owner of the equity shares is situated in or is a citizen of a country which shares a land border
with India, can only be made through the government approval route. Further, in the event of transfer of ownership of
any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial
ownership falling within the aforesaid restriction and/or purview, such subsequent change in the beneficial ownership
will also require approval of the Government of India. Furthermore, on April 22, 2020, the Ministry of Finance,
Government of India has also made similar amendment to the FEMA Non-debt Instruments Rules. We cannot assure
investors that any required approval from the RBI or any other government agency can be obtained on any particular
terms or conditions or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities”
beginning on page 403.
60. Investors may have difficulty enforcing foreign judgments against us or our management.
Our Company is a limited liability company incorporated under the laws of India. Most of our Directors are residents
of India. Except for our design studio located in the United Kingdom, our Company’s assets are located in India. As a
result, you may be unable to:
• effect service of process in jurisdictions outside of India, including in the United States, upon us and these other
persons or entities;
• enforce in the Indian courts judgments obtained in courts of jurisdictions outside of India against us and these
other persons or entities, including judgments predicated upon the civil liability provisions of securities laws of
jurisdictions outside India; and
• enforce in US courts judgments obtained in US courts against us and these other persons or entities, including
judgments predicated upon the civil liability provisions of the federal securities laws of the United States.
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code of
Civil Procedure, 1908 (“CPC”). India has reciprocal recognition and enforcement of judgments in civil and
commercial matters with only a limited number of jurisdictions, such as the United Kingdom. United Arab Emirates,
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Singapore and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet
certain requirements established in the CPC. The CPC only permits the enforcement and execution of monetary decrees
in the reciprocating jurisdiction, not being in the nature of any amounts payable in respect of taxes, other charges, fines
or penalties. Judgments or decrees from jurisdictions which do not have reciprocal recognition with India, including
the United States, cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the payment
of money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely
upon the general laws of the non-reciprocating territory, would not be directly enforceable in India.
The party in whose favour a final foreign judgment in a non-reciprocating territory is rendered may bring a fresh suit
in a competent court in India based on the final judgment within three years of obtaining such final judgment. However,
it is unlikely that a court in India would award damages on the same basis as a foreign court if an action were brought
in India or that an Indian court would enforce foreign judgments if it viewed the amount of damages as excessive or
inconsistent with the public policy in India.
61. Financial instability in other countries may cause increased volatility in Indian financial markets.
Our current operations and market is in India. The Indian market and the Indian economy are influenced by economic
and market conditions in other countries, particularly the emerging Asian market countries. Although, economic
conditions are different in each country, investors’ reactions to developments in one country can have adverse effects
on the securities of companies in other countries, including India. Currencies of a few Asian countries have in the past
suffered depreciation against the US Dollar owing to various factors. A loss of investor confidence in the financial
systems of other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the
Indian economy in general. Any worldwide financial instability could also have a negative impact on the Indian
economy. Financial disruptions may occur and could harm our business, future financial performance and the prices
of our Equity Shares. Concerns related to a trade war between large economies may lead to increased risk aversion
and volatility in global capital markets and consequently have an impact on the Indian economy.
In addition, China is one of India’s major trading partners and a slowdown in the Chinese economy or adverse
developments in the relationship between the two countries could have an adverse impact on the trade relations
between the two countries. We import EV components from China, and thus, a strain in trade relations between India
and China could adversely impact our supply of such components. Any significant financial disruption could have an
adverse effect on our business, financial condition and results of operation.
The global credit and equity markets have from time to time, experienced substantial dislocations, liquidity disruptions
and market corrections. In response to such developments, legislators and financial regulators in the United States and
other jurisdictions, including India, may implement a number of policy measures designed to add stability to the
financial markets. However, the overall impact of these and other legislative and regulatory efforts on the global
financial markets is uncertain, and they may not have the intended stabilizing effects. In the event that the current
difficult conditions in the global credit markets continue or if there is any significant financial disruption, such
conditions could have an adverse effect on our business, future financial performance and the trading price of our
Equity Shares.
62. If inflation rises in India, increased costs may result in a decline in profits.
Inflation rates could be volatile and we may continue to face high inflation in the future as India had witnessed in the
past. Increasing inflation in India can contribute to an increase in interest rates and increased costs to our business,
including increased costs of transportation, salaries, and other expenses relevant to our business, which may adversely
affect our business and financial condition. High fluctuations in inflation rates may make it more difficult for us to
accurately estimate or control our costs. Any increase in inflation in India can increase our operating expenses, which
we may not be able to pass on to customers, whether entirely or in part, and the same may adversely affect our business
and financial condition. Further, high inflation leading to higher interest rates may also lead to a slowdown in the
economy and adversely impact credit growth. If we are unable to increase our revenues sufficiently to offset our
increased costs due to inflation, it could have an adverse effect on our business, prospects, financial condition, results
of operations and cash flows.
While the Government of India has previously initiated economic measures to combat high inflation rates, it is unclear
whether these measures will remain in effect, and there can be no assurance that Indian inflation levels will not rise in
the future.
63. Significant differences exist between Indian accounting standard (“Ind AS”) and other accounting principles, such
as international financial reporting standards (“IFRS”) and United States generally accepted accounting principles
(“US GAAP”), which may be material to investors’ assessments of our financial condition.
For the purposes of disclosure in this Draft Red Herring Prospectus, the SEBI ICDR Regulations requires us to prepare
and present our Restated Consolidated Financial Information. This Restated Consolidated Financial Information has
been derived from our special purpose audited consolidated financial statements for the three-months period ended
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June 30, 2023, and the audited consolidated financial statements for the Fiscals 2023, 2022 and 2021. Ind AS differs
from accounting principles with which prospective investors may be familiar, such as Indian GAAP, IFRS and US
GAAP. We have not attempted to quantify the impact of US GAAP or IFRS on the financial data included in this Draft
Red Herring Prospectus, nor do we provide a reconciliation of our financial statements to those of US GAAP or IFRS.
US GAAP and IFRS differ in significant respects from Ind AS and Indian GAAP. Accordingly, the degree to which
the Ind AS financial statements, which are restated as per the Companies Act, SEBI ICDR Regulations and the
Guidance Note on Reports in Company’s Prospectuses (Revised 2019) issued by the ICAI, included in this Draft Red
Herring Prospectus, will provide meaningful information is entirely dependent on the reader’s level of familiarity with
Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial
disclosures presented in this Draft Red Herring Prospectus should be limited accordingly.
64. We may be affected by competition law in India and any adverse application or interpretation of the Competition
Act could adversely affect our business and activities.
The Competition Act prohibits any anti – competition agreement or arrangement, understanding or action in concert
between enterprises, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on
competition in India. Any agreement among competitors which directly or indirectly involves the determination of
purchase or sale prices, limits or controls production, supply, markets, technical development, investment or provision
of services, shares the market or source of production or provision of services in any manner by way of allocation of
geographical area, type of goods or services or number of consumers in the relevant market or in any other similar
way or directly or indirectly results in bid-rigging or collusive bidding is presumed to have an appreciable adverse
effect on competition.
The Competition Act also prohibits abuse of a dominant position by any enterprise. The combination regulation
(merger control) provisions under the Competition Act require acquisitions of shares, voting rights, assets or control
or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily notified
to, and pre-approved by, the Competition Commission of India (“CCI”). Any breach of the provisions of Competition
Act, may attract substantial monetary penalties.
The Competition Act aims to, among other things, prohibit all agreements and transactions, which may have an
appreciable adverse effect in India. Consequently, all agreements entered into by us could be within the purview of
the Competition Act. Further, the CCI has extra-territorial powers and can investigate any agreements, abusive conduct
or combination occurring outside of India if such agreement, conduct or combination has an appreciable adverse effect
in India. We are not currently party to any outstanding proceedings, nor have we ever received any notice in relation
to non-compliance with the Competition Act. The applicability or interpretation of the Competition Act to any merger,
amalgamation or acquisition proposed by us, or any enforcement proceedings initiated by the CCI in future, or any
adverse publicity that may be generated due to scrutiny or prosecution by the CCI may affect our business, financial
condition and results of operations.
65. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges in order to
enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to enhance market
integrity and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed on securities
of companies based on various objective criteria such as significant variations in price and volume, concentration of
certain client accounts as a percentage of combined trading volume, average delivery, securities which witness
abnormal price rise not commensurate with financial health and fundamentals such as earnings, book value, fixed
assets, net worth, price / earnings multiple, market capitalization etc.
Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other factors
which may result in high volatility in price, low trading volumes, and a large concentration of client accounts as a
percentage of combined trading volume of our Equity Shares. The occurrence of any of the abovementioned factors
or other circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing our
securities under the GSM and/or ASM framework or any other surveillance measures, which could result in significant
restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges. These restrictions may
include requiring higher margin requirements, requirement of settlement on a trade for trade basis without netting off,
limiting trading frequency, reduction of applicable price band, requirement of settlement on gross basis or freezing of
price on upper side of trading, as well as mentioning of our Equity Shares on the surveillance dashboards of the Stock
Exchanges. The imposition of these restrictions and curbs on trading may have an adverse effect on market price,
trading and liquidity of our Equity Shares and on the reputation and conditions of our Company.
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Risks Related to the Offering
66. The Offer Price of our Equity Shares, our price-to-earnings ratio and our enterprise value to earnings before
interest, taxes, depreciation and amortization (“EBITDA”) ratio may not be indicative of the trading price of our
Equity Shares upon listing on the Stock Exchanges subsequent to the Offer and, as a result, you may lose a
significant part or all of your investment.
While our market capitalization is subject to the determination of the Offer Price, which will be determined by our
Company, in consultation with the Selling Shareholders and the BRLMs through the book building process, enterprise
value to EBITDA ratio for Fiscal 2023 is set out below.
Particulars Ratio vis-à-vis Floor Price Ratio vis-à-vis Cap Price
(In multiples, unless otherwise specified)
Enterprise value to EBITDA [●] [●]
Further, our Offer Price, the multiples and ratio specified above may not be comparable to the market price, market
capitalization and price-to-earnings ratios of our peers and would be dependent on the various factors included under
“Basis for Offer Price” beginning on page 117.
Accordingly, any valuation exercise undertaken for the purposes of the Offer by our Company and the Selling
Shareholders in consultation with the BRLMs, would not be based on a benchmark with our industry peers. The
relevant financial parameters on the basis of which Price Band will be determined, have been disclosed under “Basis
for Offer Price” on page 117 and shall be disclosed in the price band advertisement. For details of comparison with
listed peers, please see “Basis for Offer Price” on page 117.
Prior to this Offer, there has been no public trading market for our Equity Shares. It is possible that, after this Offer,
an active trading market will not develop or continue. Listing and quotation do not guarantee that a market for our
Equity Shares will develop, or if developed, the liquidity of such market for our Equity Shares. If an active trading
market does not develop, you may have difficulty selling any of our Equity Shares that you buy.
The determination of the Offer Price will be based on various factors and assumptions, and will be determined by our
Company, in consultation with the Selling Shareholders and the BRLMs through the Book Building Process. This
Offer Price is based on certain factors, as described under “Basis for Offer Price” beginning on page 117 of this Draft
Red Herring Prospectus and may not be indicative of the trading price of our Equity Shares, upon listing on the Stock
Exchanges subsequent to the Offer. The trading price of our Equity Shares could be subject to significant fluctuations,
and may decline below the Offer Price. Consequently, you may not be able to sell our Equity Shares at prices equal to
or greater than the price you paid in this offering.
67. Our Promoter will be able to exercise substantial control over our Company and may have interests that are
different from those of our other Shareholders.
Upon completion of this offering, our Promoter, Bhavish Aggarwal will approximately hold [●]% of our outstanding
shares of common stock as the controlling Shareholder. Bhavish Aggarwal will hold [●] equity shares representing
[●]% of our pre-offer issued and paid up equity share capital, on a fully diluted basis. As a result, our Promoter will
be able to exercise a significant level of control over all matters requiring shareholder approval, including the election
of directors, amendment of our constitutional documents and approval of significant corporate transactions and any
other approvals which require a majority vote of shareholders eligible to vote. This control could have the effect of
delaying or preventing a change of control of our Company or changes in management and will make the approval of
certain transactions difficult or impossible without the support of such Controlling Shareholder. The interests of our
Promoter could conflict with our interests or the interests of our other Shareholders. While the actions carried out by
our Company post-listing will be subject to Board and Shareholder approval, as required under the Companies Act,
2013, and the SEBI Listing Regulations, any such conflict may adversely affect our ability to execute our business
strategy or to operate our business.
68. Our Promoter, Bhavish Aggarwal is a shareholder of a company engaged in a line of business similar to ours. Any
conflict of interest which may occur as a result could adversely affect our business, prospects, results of operations
and financial condition.
Our Promoter, Bhavish Aggarwal is a shareholder of Tork Motors Private Limited which is involved in the same line
of business as that of our Company. We will endeavour to take adequate steps to address any conflict of interest by
adopting the necessary procedures and practices as permitted by applicable law, to address any conflict which may
arise in the future. We cannot assure you that our Promoter will not favour the interests of such other companies over
our interests or that we will be able to suitably resolve any such conflict without an adverse effect on our business or
operations.
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69. Our Company will not receive any proceeds from the Offer for Sale portion.
The Offer includes an offer for sale of up to 95,191,195 Equity Shares by the Selling Shareholders. The proceeds from
the Offer for Sale will be transferred to each of the Selling Shareholders, in proportion to its respective portion of the
Offered Shares transferred by Selling Shareholder in the Offer for Sale. Our Company will not receive any of the
proceeds from the sale of Equity Shares by the Selling Shareholders. For details, see “Objects of the Offer” beginning
on page 97.
70. Our Equity Shares have never been publicly traded and after this offering, our Equity Shares may experience price
and volume fluctuations and an active trading market for our Equity Shares may not develop. Further, this offering
Price may not be indicative of the market price of our Equity Shares after this offering.
Prior to this Offer, there has been no public market for our Equity Shares. We cannot assure you that an active trading
market for our Equity Shares will develop or be sustained after this Offer. The Offer Price of our Equity Shares is
proposed to be determined by our Company, in consultation with the Selling Shareholders and the BRLMs through a
book-building process and may not be indicative of the market price of our Equity Shares at the time of commencement
of trading of our Equity Shares or at any time thereafter. The market price of our Equity Shares may be subject to
significant fluctuations in response to, among other factors, variations in our operating results, market conditions
specific to the industry we operate in, developments relating to India and volatility in the stock exchanges and securities
markets elsewhere in the world. These broad market fluctuations and industry factors may materially reduce the market
price of our Equity Shares, regardless of our Company’s performance. In addition, following the expiry of the six-
month locked-in period on certain portions of the pre-Offer Equity Share capital, the pre-Offer shareholders may sell
their shareholding in our Company, depending on market conditions and their investment horizon. Any perception by
investors that such sales might occur could additionally affect the trading price of our Equity Shares. Consequently,
the price of our Equity Shares may be volatile, and you may be unable to sell your Equity Shares at or above the Offer
Price, or at all. A decrease in the market price of our Equity Shares could cause investors to lose some or all of their
investment.
71. Our Company has issued Equity Shares during the preceding one year at a price that may be below the Offer Price.
In the preceding one year from the date of this Draft Red Herring Prospectus, our Company has issued Equity Shares
at a price that may be lower than the Offer Price. The price at which Equity Shares have been issued by our Company
in the preceding one year is not indicative of the price at which they will be issued or traded after listing. For details
on such allotments, see “Capital Structure” on page 79.
72. Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on our Equity
Shares.
Capital gains arising from the sale of our Equity Shares are generally taxable in India. Any gain realized on the sale
of our Equity Shares on a stock exchange held for more than 12 months is subject to long term capital gains tax in
India. Such long-term capital gains exceeding ₹ 100,000 arising from the sale of listed equity shares on a stock
exchange are subject to tax at the rate of 10% (plus applicable surcharge and cess). A securities transaction tax (“STT”)
will be levied on and collected by an Indian stock exchange on which our Equity Shares are sold. Any gain realized
on the sale of our Equity Shares held for more than 12 months by an Indian resident, which are sold other than on a
recognized stock exchange and as a result of which no STT has been paid, will be subject to long-term capital gains
tax in India. Further, any gain realized on the sale of our Equity Shares held for a period of 12 months or less will be
subject to short-term capital gains tax in India. Further, any gain realized on the sale of listed equity shares held for a
period of 12 months or less which are sold other than on a recognized stock exchange and on which no STT has been
paid, will be subject to short-term capital gains tax at a higher rate compared to the transaction where STT has been
paid in India. Capital gains arising from the sale of our Equity Shares will be exempt from taxation in India in cases
where an exemption is provided under a treaty between India and the country of which the seller is a resident.
As a result, subject to any relief available under an applicable tax treaty or under the laws of their own jurisdictions,
residents of other countries may be liable for tax in India as well as in their own jurisdictions on gains arising from a
sale of our Equity Shares.
The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020 and clarified that, in the
absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities through
stock exchanges will be on the buyer, while in other cases of transfer for consideration through a depository, the onus
will be on the transferor. The stamp duty for transfer of securities other than debentures on a delivery basis is specified
at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount. The Finance Act, 2020,
has, inter alia, amended the tax regime, including a simplified alternate direct tax regime and that dividend distribution
tax will not be payable in respect of dividends declared, distributed or paid by a domestic company after March 31,
2020, and accordingly, that such dividends not be exempt in the hands of the shareholders, and that such dividends are
likely to be subject to tax deduction at source. Investors should consult their own tax advisors about the consequences
of investing or trading in the Equity Shares.
61
The Government of India announced the union budget for Fiscal 2024 and the Finance Bill in the Lok Sabha on
February 1, 2023. The Finance Bill has received assent from the President of India on March 30, 2023 and has been
enacted as the Finance Act 2023. We cannot predict whether any amendments made pursuant to the Finance Bill would
have an adverse effect on our business, financial condition, future cash flows and results of operations. Unfavourable
changes in or interpretations of existing, or the promulgation of new laws, rules and regulations, governing our business
and operations could result in us being deemed to be in contravention of such laws requiring us to apply for additional
approvals.
73. Qualified institutional buyers (“QIBs”) and Non-Institutional Bidders are not permitted to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid and Retail
Individual Investors are not permitted to withdraw their Bids after Bid/Offer Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to pay the Bid Amount on
submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or
the Bid Amount) at any stage after submitting a Bid. Retail Individual Bidders can revise their Bids during the
Bid/Offer Period and withdraw their Bids until Bid/Offer Closing Date. While our Company is required to complete
all necessary formalities for listing and commencement of trading of our Equity Shares on all Stock Exchanges where
such Equity Shares are proposed to be listed, including Allotment pursuant to the Offer, within three Working Days
from the Bid/Offer Closing Date or such other timeline as may be prescribed under applicable law, events affecting
the Bidders’ decision to invest in our Equity Shares, including material adverse changes in international or national
monetary policy, financial, political or economic conditions, our business, results of operation or financial condition
may arise between the date of submission of the Bid and Allotment. Our Company may complete the Allotment of our
Equity Shares even if such events occur, and such events may limit the Bidders’ ability to sell our Equity Shares
Allotted pursuant to the Offer or cause the trading price of our Equity Shares to decline on listing.
74. We cannot assure that prospective investors will be able to sell immediately on an Indian stock exchange any of
our Equity Shares they purchase in the Offer.
In accordance with Indian law and practice, final approval for listing and trading of our Equity Shares will not be
granted until after certain actions have been completed in relation to this Offer and until our Equity Shares have been
issued and allotted. Such approval will require the submission of all other relevant documents authorizing the issuance
of our Equity Shares. In accordance with current regulations and circulars issued by SEBI, our Equity Shares are
required to be listed on the Stock Exchanges within a prescribed time. Accordingly, we cannot assure you that the
trading in our Equity Shares will commence in a timely manner or at all and there could be a failure or delay in listing
our Equity Shares on the Stock Exchanges, which would adversely affect your ability to sell our Equity Shares.
75. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and
could thereby suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India must offer holders of its Equity
Shares pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain their existing
ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have been waived
by the adoption of a special resolution by holders of three-fourths of our Equity Shares who have voted on such
resolution. However, if the laws of the jurisdiction that you are in does not permit the exercise of such pre-emptive
rights without us filing an offering document or registration statement with the applicable authority in such jurisdiction,
you will be unable to exercise such pre-emptive rights unless we make such a filing. We may elect not to file a
registration statement in relation to pre-emptive rights otherwise available by Indian law to you. To the extent that you
are unable to exercise pre-emptive rights granted in respect of our Equity Shares, you may suffer future dilution of
your ownership position and your proportional interests in us would be reduced.
76. Any future issuance of Equity Shares or securities linked to Equity Shares may dilute your shareholding, and sale
of our Equity Shares by our major shareholders may also adversely affect the trading price of our Equity Shares.
We may be required to finance our growth through future equity offerings. Any future equity issuances by us, including
a primary offering or an issuance of Equity Shares to employees upon exercise of vested options held by them under
the ESOP Scheme, may lead to the dilution of investors’ shareholdings in us. There can be no assurance that we will
not issue further Equity Shares or that the Shareholders will not dispose of our Equity Shares. Any future issuances
could also dilute the value of your investment in our Equity Shares. In addition, any perception by investors that such
issuances or sales might occur may also affect the market price of our Equity Shares.
Any sales (or pledge or encumbrance) of substantial amounts of our Equity Shares in the public market after the
completion of the Offer by our major shareholders, including our Promoter (subject to compliance with the lock-in
provisions under the SEBI ICDR Regulations) or the perception that such sales could occur, could adversely affect the
market price of our Equity Shares and materially impair our future ability to raise capital through offerings of our
Equity Shares.
62
77. Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of
corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ
from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be
as extensive and widespread as shareholders’ rights under the laws of other countries or jurisdictions. Investors may
face challenges in asserting their rights as shareholder in an Indian company than as shareholders of an entity in another
jurisdiction.
63
SECTION III: INTRODUCTION
THE OFFER
The following table sets forth the details of the Offer:
The Offer(1) Up to [●] Equity Shares, aggregating up to ₹[●] million
consists of:
Fresh Issue(1)(2) Up to [●] Equity Shares, aggregating up to ₹55,000 million
Offer for Sale(3) Up to 95,191,195 Equity Shares aggregating up to ₹[●] million
Employee Reservation Portion(4) Up to [●] Equity Shares aggregating up to ₹[●] million
Net Offer Up to [●] Equity Shares aggregating up to ₹[●] million
The Net Offer consists of:
QIB Portion(5)(6) Not less than [●] Equity Shares aggregating up to ₹[●] million
of which:
- Anchor Investor Portion Up to [●] Equity Shares
- Net QIB Portion (assuming the Anchor Investor Portion is fully [●] Equity Shares
subscribed)
of which:
- Mutual Fund Portion [●] Equity Shares
- Balance for all QIBs including Mutual Funds [●] Equity Shares
Non-Institutional Portion(7) Not more than [●] Equity Shares aggregating up to ₹[●] million
of which:
One-third of the Non-Institutional Portion available for allocation to [●] Equity Shares
Bidders with an application size of more than ₹200,000 and up to
₹1,000,000
Two-third of the Non-Institutional Portion available for allocation to [●] Equity Shares
Bidders with an application size of more than ₹1,000,000
Retail Portion Not more than [●] Equity Shares aggregating up to ₹[●] million
Pre and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as on the date of this [●] Equity Shares
Draft Red Herring Prospectus)
Equity Shares outstanding after the Offer [●] Equity Shares
Use of Net Proceeds of the Offer See “Objects of the Offer” beginning on page 97 for information
about the use of the Net Proceeds. Our Company will not receive any
proceeds from the Offer for Sale.
(1)
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement. In the event the Pre-IPO Placement is undertaken, the Fresh Issue
size will be reduced to the extent of such Pre-IPO Placement, subject to the Offer complying with Rule 19(2)(b) of SCRR.
(2)
The Offer has been authorised by our Board pursuant to the resolutions passed at their meetings dated December 7, 2023 and December 22, 2023,
respectively, and by our Shareholders pursuant to the special resolution passed at their extraordinary general meeting dated December 8, 2023.
(3)
The Equity Shares being offered by each of the Selling Shareholders are eligible for being offered for sale pursuant to the Offer in terms of the SEBI
ICDR Regulations. Each of the Selling Shareholders has confirmed and approved its participation in the Offer for Sale as set out below:
S. Selling Shareholder Number of Offered Shares Aggregate proceeds from Date of consent Date of corporate
No. the Offered Shares letter action / board
resolution /
authorisation letter
1. Bhavish Aggarwal Up to 47,394,014 Equity Shares Up to ₹[●] million December 22, 2023 N.A.
2. Indus Trust Up to 4,178,996 Equity Shares Up to ₹[●] million December 22, 2023 N.A.
3. Ab Initio Capital, L.P. Up to 295,470 Equity Shares Up to ₹[●] million December 22, 2023 November 3, 2023
4. Alpha Wave Ventures II, LP Up to 3,782,883 Equity Shares Up to ₹[●] million December 21, 2023 December 18, 2023
5. Alpine Opportunity Fund VI, L.P. Up to 630,336 Equity Shares Up to ₹[●] million December 22, 2023 November 3, 2023
6. Ashna Advisors LLP Up to 17,717 Equity Shares Up to ₹[●] million December 22, 2023 December 7, 2023
7. Barry S. Sternlicht Up to 514,565 Equity Shares Up to ₹[●] million December 21, 2023 N.A.
8. DIG Investment IV AB Up to 839,941 Equity Shares Up to ₹[●] million December 21, 2023 November 14, 2023
9. Internet Fund III Pte Ltd Up to 6,360,891 Equity Shares Up to ₹[●] million December 22, 2023 December 19, 2023
10. MacRitchie Investments Pte. Ltd. Up to 1,354,978 Equity Shares Up to ₹[●] million December 22, 2023 December 22, 2023
11. Matrix Partners India III AIF Up to 89,000 Equity Shares Up to ₹[●] million December 22, 2023 December 18, 2023
Trust
12. Matrix Partners India Up to 3,727,534 Equity Shares Up to ₹[●] million December 22, 2023 December 18, 2023
Investments III, LLC
13. Nuvama Private Investments Up to 358,228 Equity Shares Up to ₹[●] million December 22, 2023 December 18, 2023
Trust-Nuvama Crossover
Opportunities Fund – Series III
14. Nuvama Private Investments Up to 278,619 Equity Shares Up to ₹[●] million December 22, 2023 December 18, 2023
Trust-Nuvama Crossover
Opportunities Fund – Series III A
15. Nuvama Private Investments Up to 278,644 Equity Shares Up to ₹[●] million December 22, 2023 December 18, 2023
Trust-Nuvama Crossover
64
S. Selling Shareholder Number of Offered Shares Aggregate proceeds from Date of consent Date of corporate
No. the Offered Shares letter action / board
resolution /
authorisation letter
Opportunities Fund – Series III B
16. Sarin Family India LLC Up to 256,530 Equity Shares Up to ₹[●] million December 22, 2023 December 11, 2023
17. SVF II Ostrich (DE) LLC Up to 23,857,268 Equity Shares Up to ₹[●] million December 22, 2023 December 18, 2023
18. Tekne Private Ventures XV, Ltd. Up to 975,581 Equity Shares Up to ₹[●] million December 21, 2023 -
Each of the Selling Shareholders has severally and not jointly confirmed that its respective Offered Shares are eligible for being offered for sale in the
Offer, in terms of Regulation 8 of the SEBI ICDR Regulations. Each of the Selling Shareholders, severally and not jointly, confirms its compliance with
the conditions specified in Regulation 8A of the SEBI ICDR Regulations, to the extent applicable to such Selling Shareholder, as on the date of this Draft
Red Herring Prospectus.
(4)
In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation
and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000, subject to the maximum value of Allotment made to such
Eligible Employees not exceeding ₹500,000. The unsubscribed portion, if any, in the Employee Reservation Portion (after allocation up to ₹500,000 to
each Eligible Employee), shall be added to the Net Offer. For further details, see “Offer Structure” beginning on page 381.
(5)
Our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance
with the SEBI ICDR Regulations. The QIB Portion will be accordingly reduced for the shares allocated to Anchor Investors. One-third of the Anchor
Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added back to the Net
QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to
Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than
Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from
Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the QIB
Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see “Offer Procedure”
beginning on page 385.
(6)
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the Retail Portion, would
be allowed to be met with spill over from any other category or combination of categories at the discretion of our Company and Selling Shareholders,
in consultation with the BRLMs and the Designated Stock Exchange. Under-subscription, if any, in the Net QIB Portion would not be allowed to be met
with spill-over from other categories or a combination of categories. In the event of under-subscription in the Offer, subject to receiving minimum
subscription as described in “Terms of the Offer – Minimum Subscription” on page 378 and compliance with Rule 19(2)(b) of the SCRR, the Allotment
for the valid Bids will be made in the first instance towards subscription for 100% of the Fresh Issue. If there remain any balance valid Bids in the Offer,
the Allotment for the balance valid Bids will be made towards the Offered Shares in such manner as specified in the Offer Agreement. For further details,
see “Offer Structure” beginning on page 381.
(7)
The Equity Shares available for allocation to NIBs under the Non-Institutional Portion, shall be subject to the following, and in accordance with the
SEBI ICDR Regulations: (i) one-third of the portion available to NIBs shall be reserved for Bidders with an application size of more than ₹200,000 and
up to ₹1,000,000, and (ii) two-third of the portion available to NIBs shall be reserved for Bidders with application size of more than ₹1,000,000, provided
that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of NIBs.
Allocation to all categories, except the Anchor Investor Portion, Non-Institutional Portion and the Retail Portion, shall be made
on a proportionate basis subject to valid Bids received at or above the Offer Price, as applicable. The allocation to each RIB
and NIB shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the Non-
Institutional Portion, respectively, and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis
in accordance with the conditions specified in the SEBI ICDR Regulations. Allocation to Anchor Investors shall be on a
discretionary basis in accordance with the SEBI ICDR Regulations. For further details, see “Offer Procedure” and “Terms of
the Offer” beginning on pages 385 and 375, respectively.
65
SUMMARY OF FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated Consolidated
Financial Information as at and for the three-months period ended June 30, 2023 and for the Financial Years ended March 31,
2023, March 31, 2022 and March 31, 2021.
The Restated Consolidated Financial Information referred to above are presented under “Financial Information” beginning
on page 232. The summary of financial information presented below should be read in conjunction with the “Restated
Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 232 and 308, respectively.
[The remainder of this page has been left intentionally blank]
66
SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(Amount in ₹ million)
Particulars As at As at March As at March As at March
June 30, 31, 2023 31, 2022 31, 2021
2023
ASSETS
Non-current assets
(a) Property, plant and equipment 8,493.25 8,811.22 7,510.70 175.80
(b) Capital work-in-progress 2,275.88 1,309.14 183.53 48.63
(c) Right-of-use assets 1,269.26 1,297.87 1,390.03 359.96
(d) Goodwill 61.90 61.90 61.90 140.75
(e) Other intangible assets 1,895.49 2,017.79 1,282.74 365.24
(f) Intangible assets under development 4,579.94 3,762.64 646.50 378.80
(g) Financial assets
(i) Investments 378.60 378.60 378.60 -
(ii) Other financial assets 1,625.54 1,533.06 251.60 16.30
(h) Deferred tax assets (net) - - - -
(i) Other tax assets (net) 55.82 52.86 89.10 83.80
(j) Other non-current assets 2,629.21 2,010.27 1,528.62 860.14
Total non-current assets 23,264.89 21,235.35 13,323.32 2,429.42
Current assets
(a) Inventories 6,436.99 5,839.60 2,842.89 32.22
(b) Financial assets
(i) Investments 2,418.80 2,381.54 10,645.82 4,554.02
(ii) Trade receivables 925.60 842.54 152.20 3.80
(iii) Cash and cash equivalents 2,317.08 2,429.09 12,350.01 3,581.93
(iv) Bank balances other than (iii) above 9,084.80 12,863.81 8,617.60 10,077.34
(v) Other financial assets 7,373.70 5,463.05 626.36 263.60
(c) Other current assets 5,289.30 4,676.71 5,400.43 184.07
Total current assets 33,846.27 34,496.34 40,635.31 18,696.98
Total assets 57,111.16 55,731.69 53,958.63 21,126.40
EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital 19,554.50 19,554.50 19,554.50 0.10
(b) Instruments entirely equity in nature 18,096.97 18,096.97 18,041.25 0.07
(c) Other equity
(i) Other components of equity (274.20) (274.20) (274.20) (274.20)
(ii) Reserves and Surplus (16,258.98) (13,800.32) (688.34) 19,992.98
(iii) Items of other comprehensive income (3.24) (12.51) (18.69) (12.80)
Total equity 21,115.05 23,564.44 36,614.52 19,706.15
LIABILITIES
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 7,017.36 7,003.31 5,237.90 -
(ii) Lease liabilities 370.33 398.60 490.37 24.30
(b) Provisions 79.18 50.50 50.73 18.80
(c) Other non-current liabilities 1,261.93 1,205.80 - -
Total non-current liabilities 8,728.80 8,658.21 5,779.00 43.10
Current liabilities
(a) Financial liabilities
(i) Borrowings 9,148.37 9,454.22 2,266.17 388.72
(ii) Lease liabilities 105.52 101.61 43.56 8.70
(iii) Trade payables
- total outstanding dues of micro enterprises and small enterprises; 722.44 451.04 349.20 4.50
and
- total outstanding dues of creditors other than micro enterprises 9,684.46 6,482.36 3,219.24 427.93
and small enterprises
(iv) Other financial liabilities 4,447.34 3,911.73 1,715.10 417.67
(b) Other current liabilities 2,179.11 2,309.60 3,386.30 94.92
(c) Provisions 980.07 798.48 585.54 34.71
Total current liabilities 27,267.31 23,509.04 11,565.11 1,377.15
Total liabilities 35,996.11 32,167.25 17,344.11 1,420.25
Total equity and liabilities 57,111.16 55,731.69 53,958.63 21,126.40
67
SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(Amount in ₹ million)
Particulars For the three- For the year For the year For the year
months period ended ended ended
ended
June 30, 2023 March 31, March 31, March 31,
2023 2022 2021
INCOME
I. Revenue from operations 12,427.46 26,309.27 3,734.23 8.64
II. Other income 359.29 1,517.70 828.37 1,052.17
III. Total income 12,786.75 27,826.97 4,562.60 1,060.81
IV. EXPENSES
Cost of materials consumed 11,135.45 25,047.92 5,849.34 -
Purchase of stock-in trade 193.12 1,392.61 561.81 -
Change in inventories of finished goods, stock-in trade (233.68) (736.44) (1,602.15) -
and work-in progress
Employee benefits expense 943.86 4,267.25 2,824.80 1,972.51
Other expenses 2,568.40 8,862.41 4,104.32 876.52
Total expenses 14,607.15 38,833.75 11,738.12 2,849.03
V. Loss before finance costs, depreciation and (1,820.40) (11,006.78) (7,175.52) (1,788.22)
amortisation and tax expense
Finance costs 359.30 1,079.17 176.18 7.90
Depreciation and amortisation expense 474.15 1,670.64 489.80 196.20
VI. Loss before exceptional items and tax (2,653.85) (13,756.59) (7,841.50) (1,992.32)
Exceptional items 17.71 964.20 - -
-
VII. Loss before tax (2,671.56) (14,720.79) (7,841.50) (1,992.32)
VIII. Tax expense - - - -
(1) Current tax - - - -
(2) Deferred tax - - - -
Total tax expense - - - -
IX. Loss for the period/ year (2,671.56) (14,720.79) (7,841.50) (1,992.32)
X. Other comprehensive income
A. Items that will not be reclassified subsequently to
profit or loss:
(1) Remeasurement of defined benefit liability (18.16) (1.62) 12.58 (5.00)
(2) Income tax relating to items that will not be - - - -
reclassified to profit or loss
B. Items that will be reclassified subsequently to profit or
loss:
(i) Exchange differences on translating the financial 9.27 6.18 (5.89) (12.80)
statements of foreign operations
(ii) Income tax relating to items that will be - - - -
reclassified to profit or loss
Other comprehensive (loss)/income for the (8.89) 4.56 6.69 (17.80)
period/year, net of tax
Total comprehensive loss for the period/year (2,680.45) (14,716.23) (7,834.81) (2,010.12)
Loss for the period/ year attributable to:
Owners of the Company (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Other comprehensive loss for the period/year
attributable to:
Owners of the Company (8.89) 4.56 6.69 (17.80)
XI. Total comprehensive loss for the period/year
attributable to:
Owners of the Company (2,680.45) (14,716.23) (7,834.81) (2,010.12)
XII. Earnings per Equity Share (face value of ₹ 10 each)
(1) Basic Earnings per Equity Share (0.71) (3.91) (2.23) (0.59)
(2) Diluted Earnings per Equity Share (i.e., anti dilutive) (0.71) (3.91) (2.23) (0.59)
68
SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
(Amount in ₹ million)
Particulars For the three- For the year For the year For the year
months period ended ended ended
ended
June 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
A. CASH FLOW FROM OPERATING ACTIVITIES
Loss before tax (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Adjustments to reconcile loss before tax to net cash
used by operating activities
Depreciation and amortisation expense 474.15 1,670.64 489.80 196.20
Loss on sale of property, plant and equipment, net 1.57 2.10 68.80
Provision for impairment in the value of property, plant 89.00
and equipment, net
Provision for impairment in the value of intangible assets, 209.40
net
Provision no longer required written back (63.37) (1.46)
Provision on receivables from government authorities 15.81 388.53 - -
Unrealized foreign exchange loss/ (gain), net 24.64 (9.58) (20.40) -
Allowances for expected credit losses, net - - 7.50 -
Interest income (216.30) (997.46) (584.00) (975.90)
Net gain on sale of mutual fund units (66.70) (172.38) (194.93) -
Net loss/ (gain) due to fair valuation of mutual fund units 29.50 (42.39) (37.78) (76.20)
Finance costs 359.30 1,079.17 176.18 6.90
Grant income (53.20) (262.03) - -
Equity settled share based expense 231.14 1,100.52 195.37 427.5
0
Operating loss before working capital changes (1,873.22) (12,027.57) (7,510.72) (2,345.02)
Increase in inventories (597.41) (2,996.70) (2,810.57) (32.20)
Increase in other financial assets (1,926.97) (5,206.90) (453.23) (71.70)
Increase in trade receivables (83.06) (690.34) (148.40) (3.60)
(Increase)/ decrease in other assets (629.10) 287.03 (5,518.43) (287.20)
Increase/(decrease) in trade payables 3,500.80 3,380.72 3,136.01 (278.57)
Increase in other financial liabilities 485.47 2,789.22 549.41 481.79
Increase/ (decrease) in other liabilities and provisions 154.04 (644.41) 3,911.69 54.50
Cash used in operating activities (969.45) (15,108.95) (8,844.24) (2,482.00)
Income tax (paid)/ refund (2.92) 36.24 (5.30) (38.25)
Net cash used in operating activities (972.37) (15,072.71) (8,849.54) (2,520.25)
B. CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment (1,619.80) (4,336.03) (7,635.70) (1,085.30)
Acquisition of intangible assets (1.00) (59.78) (133.80) -
Development expenditure on internally generated (753.34) (4,030.31) (1,103.30) -
intangible assets
Proceeds from sale of property, plant and equipment - - 0.90 4.30
Payment for acquisition of business, net of cash acquired - - - (108.80)
Acquisition of other investments - - (378.60) -
Proceeds from sale of mutual fund units 1,199.80 8,828.77 17,597.77 7,021.40
Purchase of mutual fund units (1,199.90) (349.72) (23,456.89) (11,337.20)
Proceeds from interest bearing deposits 4,505.30 34,120.44 104,865.63 21,766.60
Investment in interest bearing deposits (786.70) (38,431.80) (1,03,611.70) (12,013.20)
Interest received 193.93 1,072.93 637.44 1,241.60
Incentive receivable (Asset) 7.90 - - -
Net cash generated/ (used in) from investing activities 1,546.19 (3,185.50) (13,218.25) 5,489.40
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of compulsorily convertible - 566.63 24,725.21 -
preference shares
Transaction costs related to issue of share capital (1.00) (179.50)
Payment of lease liabilities (including interest) (34.76) (98.30) (553.40) (342.90)
Proceeds from non-current borrowings 14.08 1,765.41 5,237.90 374.40
Proceeds from current borrowings, net 84.76 5,437.80 1,889.85 -
Interest paid (359.30) (1,083.50) (271.79) -
Net cash flow (used)/ generated from financing (295.22) 6,587.04 30,848.27 31.50
activities
Net Increase/ (decrease) in cash and cash equivalents 278.60 (11,671.17) 8,780.48 3,000.65
Cash and cash equivalents at the beginning of the period/ 678.84 12,350.01 3,569.53 568.88
year
69
Particulars For the three- For the year For the year For the year
months period ended ended ended
ended
June 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Cash and cash equivalents at the end of the period/ 957.44 678.84 12,350.01 3,569.53
year
Components of cash and cash equivalent
Balance with Banks
On current account 609.27 624.28 1,150.00 3,277.43
Deposit accounts (original maturity upto 3 months) 1,707.80 1,804.80 11,200.00 304.50
Cash in hand 0.01 0.01 0.01
Bank overdraft repayable on demand and used for cash (1,359.64) (1,750.25) (12.40)
management purposes
Cash and cash equivalents in the statement of cash flow 957.44 678.84 12,350.01 3,569.53
70
GENERAL INFORMATION
Registered Office of our Company
Ola Electric Mobility Limited
Regent Insignia, #414
3rd Floor, 4th Block, 17th Main
100 Feet Road, Koramangala
Bengaluru 560 034
Karnataka, India
Corporate Identity Number: U74999KA2017PLC099619
Registration Number: 099619
Corporate Office of our Company
Ola Electric Mobility Limited
Hosur Road,
Municipal Ward No.67, Wing C
Star Tech, Municipal No. 140
Industrial Layout
Koramangala
Bengaluru 560 095
Karnataka, India
For details of our incorporation and changes to the name of our Company, see “History and Certain Corporate Matters” beginning
on page 199.
Address of the RoC
Our Company is registered with the RoC, situated at the following address:
Registrar of Companies, Karnataka at Bangalore
‘E’ Wing, 2nd Floor, Kendriya Sadana
Koramangala
Bengaluru 560 034
Karnataka, India
Board of Directors of our Company
Details regarding our Board as on the date of this Draft Red Herring Prospectus are set forth below:
Name Designation DIN Address
Bhavish Aggarwal Chairman and Managing Director 03287473 Flat No. 807/808, Delphi-I, Prestige Acropolis Apartments,
Koramangala, Bengaluru 560 029, Karnataka, India
Krishnamurthy Non-Executive Director 01338477 76, Adarsh Vista, Basavanagar Main Road, Vibuthipura,
Venugopala Tenneti Marathalli, Bengaluru 560 037, Karnataka, India
Arun Sarin Non-Executive Director 01384344 111 W Bears Club Drive, Jupiter, Florida 33477, USA
Manoj Kumar Kohli Independent Director 00162071 Flat No. 609A, Aralias, DLF Golf Links, DLF City, Phase-
5, Galleria DLF – IV, Gurugram 122 009, Haryana, India
Ananth Independent Director 07527676 No. 88, 3rd Cross Street, Lavelle Road Bengaluru 560 001,
Sankaranarayanan Karnataka, India
Shradha Sharma Independent Director 03557496 001, Riviera Apartments, 2/5 Kensington Road, Near
Ulsoor Swimming Pool, Bengaluru 560 042, Karnataka,
India
For further details of our Directors, see “Our Management” beginning on page 210.
Company Secretary and Compliance Officer
Pramendra Tomar is our Company Secretary and Compliance Officer. His contact details are as set forth below:
Pramendra Tomar
Regent Insignia, #414
3rd Floor, 4th Block, 17th Main
100 Feet Road, Koramangala
Bengaluru 560 034
71
Karnataka, India
Tel: +91 80 3544 0050
E-mail: ipo@olaelectric.com
Book Running Lead Managers
Kotak Mahindra Capital Company Limited Citigroup Global Markets India Private Limited
1st Floor, 27 BKC, Plot No. C – 27 1202, 12th Floor
"G" Block, Bandra Kurla Complex First International Financial Center
Bandra (East) G – Block
Mumbai 400 051 Bandra Kurla Complex, Bandra (East)
Maharashtra, India Mumbai 400 098
Tel: +91 22 4336 0000 Maharashtra, India
E-mail: olaelectric.ipo@kotak.com Tel: +91 22 6175 9999
Investor Grievance ID: kmccredressal@kotak.com E-mail: olaelectricipo@citi.com
Website: https://investmentbank.kotak.com Investor Grievance ID: investors.cgmib@citi.com
Contact Person: Ganesh Rane Website:
SEBI Registration Number: INM000008704 www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm
Contact Person: Harsh Agarwal
SEBI Registration Number: INM000010718
BofA Securities India Limited Goldman Sachs (India) Securities Private Limited
Ground Floor, “A” Wing, One BKC 951-A, Rational House
“G” Block Bandra Kurla Complex Appasaheb Marathe Marg, Prabhadevi
Bandra (East), Mumbai 400 051 Mumbai 400 025
Maharashtra, India Maharashtra, India
Tel: +91 22 6632 8000 Tel: +91 22 6616 9000
E-mail: dg.ola_electric_ipo@bofa.com E-mail: olaevipo@gs.com
Investor Grievance ID: dg.india_merchantbanking@bofa.com Investor Grievance ID: india-client-support@gs.com
Website: https://business.bofa.com/bofas-india Website: www.goldmansachs.com
Contact Person: Yash Nair Contact Person: Rohan Johar / Anant Gupta
SEBI Registration Number: INM000011625 SEBI Registration Number: INM000011054
Axis Capital Limited ICICI Securities Limited
1st Floor, Axis House ICICI Venture House, Appasaheb Marathe Marg
C-2, Wadia International Centre Prabhadevi, Mumbai 400 025
Pandurang Budhkar Marg, Worli Maharashtra, India
Mumbai 400 025, Maharashtra, India Tel: +91 22 6807 7100
Tel: +91 22 4325 2183 E-mail: olaelectricipo@icicisecurities.com
E-mail: olaelectric.ipo@axiscap.in Investor Grievance ID: customercare@icicisecurities.com
Investor Grievance ID: complaints@axiscap.in Website: www.icicisecurities.com
Website: www.axiscapital.co.in Contact Person: Ashik Joisar / Shekhar Asnani
Contact Person: Pavan Naik SEBI Registration Number: INM000011179
SEBI Registration Number: INM000012029
SBI Capital Markets Limited BOB Capital Markets Limited
1501, 15th floor, A & B Wing 1704, B Wing, 17th Floor, Parinee Crescenzo
Parinee Crescenzo, G Block Plot No. C –38/39, G Block
Bandra Kurla Complex, Bandra (East) Bandra Kurla Complex
Mumbai 400 051 Bandra (East) Mumbai 400 051
Maharashtra, India Maharashtra, India
Tel: +91 22 4006 9807 Tel: : +91 22 6138 9353
E-mail: olaelectric.ipo@sbicaps.com E-mail: olaelectric.ipo@bobcaps.in
Website: wwww.sbicaps.com Website: www.bobcaps.in
Investor Grievance ID: investor.relations@sbicaps.com Investor Grievance ID: investorgrievance@bobcaps.in
Contact Person: Sambit Rath/Karan Savardekar Contact Person: Nivedika Chavan
SEBI Registration Number: INM000003531 SEBI Registration Number: INM000009926
72
Legal Counsel to the Company as to Indian Law
Cyril Amarchand Mangaldas
5th floor, Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg, Lower Parel
Mumbai 400 013
Maharashtra, India
Tel: +91 22 2496 4455
Registrar to the Offer
Link Intime India Private Limited
C-101, 1st Floor
247 Park, L.B.S. Marg
Vikhroli West
Mumbai 400 083
Maharashtra, India
Tel: +91 810 811 4949
Email: olaelectric.ipo@linkintime.co.in
Website: www.linkintime.co.in
Investor Grievance ID: olaelectric.ipo@linkintime.co.in
Contact Person: Shanti Gopalkrishnan
SEBI Registration Number: INR000004058
Statutory Auditors to our Company
B S R & Co. LLP, Chartered Accountants
3rd Floor, Embassy Golf Links Business Park
Pebble Beach, ‘B’ Block
Off Intermediate Ring Road
Bengaluru 560 071
Karnataka, India
Tel: +91 80 4682 3000
E-mail: ubanka@bsraffiliates.com
Firm registration number: 101248W / W-100022
Peer review number: 014196
Changes in Auditors
Except as disclosed below, there has been no change in the statutory auditors of our Company in the three years preceding the date
of this Draft Red Herring Prospectus:
Particulars Date of the change Reason for change
B S R & Associates LLP, Chartered November 30, 2022 Completion of tenure
Accountants
3rd Floor, Embassy Golf Links Business Park
Pebble Beach, ‘B’ Block
Off Intermediate Ring Road
Bengaluru 560 071
Karnataka, India
Tel: +91 80 4682 3000
E-mail: sagarmlulla@bsraffiliates.com
Firm registration number: 116231W/W-
100024
Peer review number: 014273
B S R & Co. LLP, Chartered Accountants November 30, 2022 Appointment as statutory auditors of our
3rd Floor, Embassy Golf Links Business Park Company
Pebble Beach, ‘B’ Block
Off Intermediate Ring Road
Bengaluru 560 071
Karnataka, India
Tel: +91 80 4682 3000
E-mail: ubanka@bsraffiliates.com
Firm registration number: 101248W / W-
100022
Peer review number: 014196
73
Bankers to the Offer
Escrow Collection Bank(s)
[●]
Refund Bank(s)
[●]
Public Offer Account Bank(s)
[●]
Sponsor Bank(s)
[●]
Bankers to our Company
Axis Bank Limited Bank of Baroda
No. 119, 80 feet Road ICFS Branch, 3rd Floor
7th Block, Industrial Layout Erstwhile Vijaya Building
Koramangala 41/2 M G Road, Trinity Circle
Bengaluru 560 095 Bengaluru 560 001
Karnataka, India Karnataka, India
Contact Person: Binoy Abraham Contact Person: Vikash Berlia
Tel: +91 80 9550 1941 Tel: 080 2501 1145/ 2501 1323
E-mail: koramangla.branchhead@axisbank.com E-mail: corban@bankofbaroda.com
Website: www.axisbank.com Website: www.bankofbaroda.com
Syndicate Members
[●]
Filing
A copy of this Draft Red Herring Prospectus has been uploaded on the SEBI intermediary portal at https://siportal.sebi.gov.in as
specified in Regulation 25(8) of the SEBI ICDR Regulations and pursuant to the SEBI ICDR Master Circular. It will be filed at:
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Maharashtra, India
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32 of the
Companies Act, would be filed with the RoC at its office at ‘E’ Wing, 2nd Floor, Kendriya Sadana, Koramangala, Bengaluru 560
034, Karnataka, India and a copy of the Prospectus shall be filed with the RoC under Section 26 of the Companies Act through the
electronic portal at www.mca.gov.in/mcafoportal/loginvalidateuser.do.
Inter-se Allocation of Responsibilities among the Book Running Lead Managers
The following table sets forth the inter-se allocation of responsibilities for various activities among the Book Running Lead
Managers:
Sr. Activities Responsibility Coordination
No
1. Due diligence of the Company including its operations/management/business plans/legal BRLMs Kotak
etc. Drafting and design of the Draft Red Herring Prospectus, Red Herring Prospectus,
Prospectus, abridged prospectus and application form. The BRLMs shall ensure
compliance with stipulated requirements and completion of prescribed formalities with the
Stock Exchanges, RoC and SEBI including finalisation of Prospectus and RoC filing
2. Capital structuring with the relative components and formalities such as type of BRLMs Kotak
instruments, size of issue, allocation between primary and secondary, etc.
3. Drafting and approval of all statutory advertisements BRLMs Kotak
4. Drafting and approval of all publicity material other than statutory advertisement as BRLMs BofA Securities
mentioned above including corporate advertising, brochure, etc. and filing of media
74
Sr. Activities Responsibility Coordination
No
compliance report
5. Appointment of intermediaries - Registrar to the Offer, advertising agency, Banker(s) to BRLMs Goldman Sachs
the Offer, Sponsor Bank, printer and other intermediaries, including coordination of all
agreements to be entered into with such intermediaries
6. Preparation of road show presentation BRLMs Goldman Sachs
7. Preparation of frequently asked questions BRLMs BofA
8. International institutional marketing of the Offer, which will cover, inter alia: BRLMs Citi
• marketing strategy;
• finalizing the list and division of investors for one-to-one meetings; and
• finalizing road show and investor meeting schedule
9. Domestic institutional marketing of the Offer, which will cover, inter alia: BRLMs Kotak
• marketing strategy;
• finalizing the list and division of investors for one-to-one meetings; and
• finalizing road show and investor meeting schedule
10. Retail marketing of the Offer, which will cover, inter alia: BRLMs I-Sec
• Finalising media, marketing and public relations strategy including list of
frequently asked questions at road shows;
• Finalising centres for holding conferences for brokers, etc.;
• Follow-up on distribution of publicity and Offer material including application
form, the Prospectus and deciding on the quantum of the Offer material; and
• Finalising collection centres
11. Non-Institutional marketing of the Offer, which will cover, inter alia: BRLMs Axis
• Finalising media, marketing and public relations strategy including list of
frequently asked questions at road shows;
• Finalising centres for holding conferences for brokers, etc.; and
• Finalising collection centres
12. Coordination with Stock Exchanges for book building software, bidding terminals, mock BRLMs BofA
trading, payment of 1% security deposit, anchor coordination, anchor CAN and intimation
of anchor allocation
13. Managing the book and finalization of pricing in consultation with the Company and BRLMs Citi
Selling Shareholder
14. Post bidding activities including management of escrow accounts, coordinate non- BRLMs I-Sec
institutional allocation, coordination with Registrar, SCSBs, Sponsor Banks and other
Bankers to the Offer, intimation of allocation and dispatch of refund to Bidders, etc. Other
post-Offer activities, which shall involve essential follow-up with Bankers to the Offer and
SCSBs to get quick estimates of collection and advising Company about the closure of the
Offer, based on correct figures, finalization of the basis of allotment or weeding out of
multiple applications, listing of instruments, dispatch of certificates or demat credit and
refunds, payment of STT on behalf of the Selling Shareholders and coordination with
various agencies connected with the post-Offer activity such as Registrar to the Offer,
Bankers to the Offer, Sponsor Bank, SCSBs including responsibility for underwriting
arrangements, as applicable.
Coordinating with Stock Exchanges and SEBI for submission of all post-Offer reports
including the final post-Offer report to SEBI, release of 1% security deposit post closure of
the Offer
IPO Grading
No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer.
Monitoring Agency
Our Company will appoint a monitoring agency to monitor utilization of the Net Proceeds, in compliance with the SEBI ICDR
Regulations, prior to filing of the Red Herring Prospectus with the RoC.
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Credit Rating
As this is an Offer of Equity Shares, credit rating is not required.
Debenture Trustees
As this is an Offer of Equity Shares, the appointment of debenture trustees is not required.
75
Green Shoe Option
No green shoe option is contemplated under the Offer.
Designated Intermediaries
Self-Certified Syndicate Banks
The banks registered with SEBI, which offer the facility of ASBA services, (i) in relation to ASBA, where the Bid Amount will be
blocked by authorising an SCSB, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and updated from time to time and at such
other websites as may be prescribed by SEBI from time to time, (ii) in relation to UPI Bidders using the UPI Mechanism, a list of
which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
and updated from time to time and at such other websites as may be prescribed by SEBI from time to time.
SCSBs and mobile applications enabled for UPI Mechanism
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April
5, 2022, UPI Bidders Bidding using the UPI Mechanism may apply through the SCSBs and mobile applications whose names
appears on the website of the SEBI, i.e., (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) for
SCSBs and (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) for mobile applications,
respectively, as updated from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a member of the Syndicate,
the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum
Application Forms from the members of the Syndicate is available on the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to time. For more
information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of
the SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as updated from time to time.
Registered Brokers
The list of the Registered Brokers eligible to accept ASBA forms, including details such as postal address, telephone number and
e-mail address, is provided on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from
time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone
number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/PublicIssues/RtaDp.aspx and www.nseindia.com/products-services/initial-public-offerings-asba-
procedures, respectively, as updated from time to time and on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and contact
details, is provided on the websites of the Stock Exchanges at www.bseindia.com/Static/PublicIssues/RtaDp.aspx and
www.nseindia.com/products-services/initial-public-offerings-asba-procedures, respectively, as updated from time to time.
Experts to the Offer
Except as disclosed below, our Company has not obtained any expert opinions:
Our Company has received a written consent dated December 22, 2023 from our Statutory Auditor, namely, B S R & Co. LLP,
Chartered Accountants, holding a valid peer review certificate from the ICAI, to include their names as required under section 26
(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as
defined under section 2(38) of the Companies Act, 2013 (and not as defined under the U.S. Securities Act) to the extent and in their
capacity as our Statutory Auditor, and in respect of their (a) examination report dated December 14, 2023, on the Restated
Consolidated Financial Information, (b) report dated December 22, 2023 on the statement of possible special tax benefits available
to our Company, its Shareholders and its Material Subsidiary, included in this Draft Red Herring Prospectus and such consent has
not been withdrawn as on the date of this Draft Red Herring Prospectus.
Our Company has received written consent dated December 22, 2023 from B.B. & Associates, Chartered Accountants, holding a
valid peer review certificate from the ICAI, to include their name as required under Section 26(5) of the Companies Act read with
76
SEBI ICDR Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act
in respect of the certificates issued by them in their capacity as an independent chartered accountant to our Company, and such
consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
Our Company has received written consent dated December 22, 2023, from the independent chartered engineer, namely M/s RBSA
Advisors LLP (registration number: M-145539-1), to include their name in this Draft Red Herring Prospectus and as an “expert” as
defined under Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as a chartered engineer, in relation to
their certificate dated December 22, 2023, certifying the production capacity and extent of utilization of the manufacturing facilities
of our Company and its Subsidiaries along with certain other information (such as accumulated kilometers of road tests, aggregate
distance driven across Ola E2Ws, details of automated robots, information pertaining to software updates, and model specifications
of the Ola vehicles) included under “Our Business” beginning on page 153, and such consent has not been withdrawn as on the
date of this Draft Red Herring Prospectus.
Our Company has also received written consent dated December 22, 2023, from Lakshmikumaran and Sridharan, as intellectual
property consultant to include their name in this Draft Red Herring Prospectus and as an “expert” as defined under Section 2(38) of
the Companies Act, 2013, in respect of their certificates each dated December 22, 2023, in relation to the (i) patent, design and
trademark registrations and applications filed by our Company and the Subsidiaries in India (ii) registered patents, designs and
trademarks, and applications filed for patents, designs and trademarks outside India pertaining to our Company and the Subsidiaries
incorporated in and outside India, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis of the Red Herring
Prospectus and the Bid Cum Application Forms and the Revision Forms within the Price Band, which will be decided by our
Company and Selling Shareholders, in consultation with the Book Running Lead Managers, and which will either be included in
the Red Herring Prospectus or will be advertised in all editions of [●], an English national daily newspaper, all editions of [●], a
Hindi national daily newspaper, and [●] edition of [●], a Kannada daily newspaper (Kannada is the regional language of Karnataka,
where our Registered Office is located) each with wide circulation, at least two Working Days prior to the Bid/Offer Opening Date
and shall be made available to the Stock Exchanges for the purpose of uploading on their respective websites. The Offer Price, shall
be determined by our Company, in consultation with the Selling Shareholders and the Book Running Lead Managers after the
Bid/Offer Closing Date. For details, see “Offer Procedure” beginning on page 385.
All Bidders (other than Anchor Investors) shall participate in this Offer mandatorily through the ASBA process by
providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the SCSBs.
In addition to this, the RIBs may participate through the ASBA process by either (a) providing the details of their respective
ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs; or (b) through the UPI Mechanism.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual bidders in initial
public offerings whose application sizes are up to ₹500,000 shall use the UPI Mechanism.
In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or
lower the size of their Bid(s) (in terms of the number of Equity Shares or the Bid Amount) at any stage. RIBs and Eligible
Employees Bidding in the Employee Reservation Portion can revise their Bid(s) during the Bid/ Offer Period and withdraw
their Bid(s) until Bid/ Offer Closing Date. Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor
Bidding Date. Except for Allocation to RIBs, NIBs and the Anchor Investors, allocation in the Offer will be on a
proportionate basis. Further, allocation to Anchor Investors will be on a discretionary basis.
Each Bidder by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and the terms of
the Offer.
For further details, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 375, 381 and 385, respectively.
The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change from time
to time and the investors are advised to make their own judgment about investment through this process prior to submitting
a Bid in the Offer.
Bidders should note that, the Offer is also subject to obtaining (i) the final approval of the RoC after the Prospectus is filed with the
RoC; and (ii) final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment.
Underwriting Agreement
After determination of the Offer Price and allocation of Equity Shares, our Company and the Selling Shareholders intend to, prior
to the filing of the Prospectus with the RoC, enter into an Underwriting Agreement with the Underwriters for the Equity Shares
proposed to be offered through the Offer. The Underwriting Agreement is dated [●]. Pursuant to the terms of the Underwriting
Agreement, the obligations of each of the Underwriters will be several and will be subject to certain conditions specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares which they shall subscribe to
on account of rejection of bids, either by themselves or by procuring subscription, at a price which shall not be less than the Offer
77
Price:
(This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC.)
Name, address, telephone number and e-mail address Indicative number of Equity Shares to Amount underwritten
of the Underwriters be underwritten (in ₹ million)
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]
The aforementioned underwriting commitments are indicative and will be finalised prior to filing the Prospectus with the RoC.
In the opinion of our Board, the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the
Stock Exchanges. Our Board/ IPO committee, at its meeting held on [●], approved the acceptance and entering into the Underwriting
Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set forth in the table
above.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the Equity
Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement. In the event of any
default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be
required to procure purchasers for or purchase the Equity Shares to the extent of the defaulted amount in accordance with the
Underwriting Agreement.
78
CAPITAL STRUCTURE
Details of the share capital of our Company, as at the date of this Draft Red Herring Prospectus, are as set forth below:
(in ₹, except share data)
Particulars Aggregate value at face value Aggregate value
at Offer Price*
A AUTHORISED SHARE CAPITAL(1)
Equity Shares comprising:
2,396,626,443 Equity Shares 23,966,264,430 -
Preference Shares comprising:
438,162,753 Series A CCPS 4,381,627,530 -
142,544,269 Series A1 CCPS 1,425,442,690
847,075,656 Series B CCPS 8,470,756,560 -
45,044,769 Series C1 CCPS 450,447,690 -
240,823,765 Series C CCPS 2,408,237,650 -
150,000,000 Series D CCPS 1,500,000,000 -
1,658,222,230 Series E CCPS 16,582,222,300 -
Total 59,184,998,850 -
B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER
Equity Shares comprising -
1,955,449,972 Equity Shares 19,554,499,720 -
Preference Shares comprising
438,162,753 Series A CCPS 4,381,627,530 -
142,544,269 Series A1 CCPS 1,425,442,690
847,075,656 Series B CCPS 8,470,756,560 -
45,044,769 Series C1 CCPS 450,447,690 -
239,939,690 Series C CCPS 2,399,396,900 -
96,928,809 Series D CCPS 969,288,090 -
1,163,624,001 Series E CCPS 11,636,240,010 -
D PRESENT OFFER (2)#
Offer of up to [●] Equity Shares aggregating up to ₹ [●] million (2) [●] [●]
of which
Fresh Issue of up to [●] Equity Shares aggregating up to ₹ 55,000 million(2)# [●] [●]
Offer for Sale of up to 95,191,195 Equity Shares aggregating up to ₹[●] million (3) [●] [●]
Which includes
Employee Reservation Portion of up to [●] Equity Shares aggregating up to ₹[●] [●] [●]
million(5)
Net Offer of up to [●] Equity Shares aggregating up to ₹ [●] million [●] [●]
E ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER
[●] Equity Shares [●] [●]
F SECURITIES PREMIUM ACCOUNT
Before the Offer 9,194.99 million
After the Offer* [●]
* To be updated upon finalisation of the Offer Price, and subject to the Basis of Allotment.
# Our Company in consultation with the BRLMs, may consider a Pre-IPO Placement of [●] Equity Shares for cash consideration aggregating up to ₹ 11,000
million at its discretion, prior to the filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement if undertaken will be at a price decided by our
Company in consultation with the BRLMs, and the Fresh Issue size will be reduced to the extent of such Pre-IPO Placement, subject to the Offer complying
with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended.
(1) For details of changes in the authorised share capital of our Company since incorporation, see “History and Certain Corporate Matters – Amendments to
our Memorandum of Association” on page 199.
(2) The Offer has been authorised by our Board pursuant to the resolutions passed at their meetings dated December 7, 2023 and December 22, 2023, and by our
Shareholders pursuant to the special resolution passed at their extraordinary general meeting dated December 8, 2023.
(3) Our Board has taken on record the approval for the Offer for Sale by each of the Selling Shareholders pursuant to its resolution dated December 22, 2023.
Each of the Selling Shareholders has severally and not jointly confirmed and approved its respective participation in the Offer for Sale and its respective
eligibility to participate in the Offer for Sale in accordance with Regulation 8 of the SEBI ICDR Regulations. Each Selling Shareholder has confirmed that it
is in compliance with the conditions specified in Regulation 8A of the SEBI ICDR Regulations, to the extent applicable to it as on the date of this Draft Red
Herring Prospectus. For further details, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 64 and 349 respectively.
(4) Prior to filing of the Red Herring Prospectus, 438,162,753 Series A CCPS will convert to a maximum of up to 386,742,203 Equity Shares; 142,544,269 Series
A1 CCPS will convert to a maximum of up to 136,039,634 Equity Shares; 847,075,656 Series B CCPS will convert to a maximum of up to 772,424,072 Equity
Shares; 45,044,769 Series C1 CCPS will convert to a maximum of up to 41,081,423 Equity Shares; 239,939,690 Series C CCPS will convert to a maximum of
up to 217,355,781 Equity Shares; 96,928,809 Series D CCPS will convert to a maximum of up to 88,400,347 Equity Shares; and 1,163,624,001 Series E CCPS
will convert to a maximum of up to 89,578,826 Equity Shares in terms of Regulation 5(2) of the SEBI ICDR Regulations.
(5) Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹500,000. However, the initial
Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹200,000. Only in the event of an under-subscription in the Employee
Reservation Portion post the initial Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the
Employee Reservation Portion, for a value in excess of ₹200,000, subject to the total Allotment to an Eligible Employee not exceeding ₹500,000. For further
details, see “The Offer” beginning on page 64.
79
Notes to the Capital Structure
1. Share capital history of our Company
(a) Equity Share capital
The history of the equity share capital of our Company is set forth below:
Date of allotment Nature of allotment Nature of Number of Cumulative Face value Issue price per Cumulative Name of allottees/ shareholders
of Equity Shares consideration Equity Shares number of per Equity Equity Share paid-up Equity
Equity Shares Share (in ₹) (in ₹) Share capital
(in ₹)
February 3, 2017 Allotment pursuant to initial Cash 10,000 10,000 10 10 100,000 Allotment of 9,999 Equity Shares to ANI
subscription to the Technologies Private Limited and one
Memorandum of Association* Equity Share to Ola Fleet Technologies
Private Limited (nominee of ANI
Technologies Private Limited)
March 18, 2020 Rights issue of Class B Equity Cash 7 10,007 10 10 100,070 Allotment of seven Class B Equity
Shares Shares to Pawan Munjal Family Trust
July 29, 2021 Exercise of employee stock Cash 21 10,028 10 10 100,280 Allotment of 21 Equity Shares to Chirag
options granted under the R. Shah
ESOP Scheme
December 23, 2021 Bonus issue of Equity Shares N/A 1,955,439,944 1,955,449,972 10 N/A 19,554,499,720 Allotment of 1,377,660,870 Equity
in the ratio of 194,998 Equity Shares to Bhavish Aggarwal,
Shares for every one Equity 284,112,086 Equity Shares to OEM
Share held by such holders of Employees Welfare Trust, 146,248,500
Equity Shares of our Equity Shares to ANI Technologies
Company, whose names Private Limited, 141,958,544 Equity
appear in the list of beneficial Shares to Indus Trust, 779,992 Equity
owners on the record date, i.e., Shares to Kuldip Aojula and Manminder
December 23, 2021 Aojula and 3,314,966 Equity Shares to
Gurpreet Singh Arora
Bonus issue of Class B Equity Allotment of 1,364,986 Class B Equity
Shares in the ratio of 194,998 Shares to Pawan Munjal Family Trust
for every one Class B Equity
Share held by such holders of
Equity Shares of our
Company, whose names
appear in the list of beneficial
owners on the record date, i.e.,
December 23, 2021
December 8, 2023 Reclassification of 1,364,993 Class B Equity Shares to 1,364,993 1,955,449,972 10 NA 19,554,499,720 -
Equity Shares#
80
* While the date of incorporation of our Company is February 3, 2017, in terms of the MoA, ANI and Ola Fleet Technologies Private Limited (“Initial Subscribers”), subscribed to the MoA of our Company on February 2, 2017.
The Board of our Company considered issuance of share certificates for the aforesaid allotment pursuant to its resolution dated April 11, 2017.
# Pursuant to resolutions of the Board and Shareholders dated December 7, 2023 and December 8, 2023, 1,364,993 Class B Equity Shares held by the Pawan Munjal Family Trust were reclassified to 1,364,993 Equity Shares.
(b) Preference Share capital
The history of the Preference Share capital of our Company is set forth in the table below:
Cumulative Face value Cumulative
Date of Issue price
Number of number of per paid-up
allotment of Nature of per
Nature of allotment Preference Preference Preference Preference Name of allottees/ shareholders
Preference consideration Preference
Shares Shares Share (in Share capital
Shares Share (in ₹)
₹) (in ₹)
Series A CCPS
February 26, Private placement Cash 1,993 1,993 10 1,461,523 19,930 Allotment of 712 Series A CCPS to Matrix Partners India
2019 Investments III, LLC, 17 Series A CCPS to Matrix Partners
India III AIF Trust, 1,215 Series A CCPS to Internet Fund III
Pte Ltd and 49 Series A CCPS to Sarin Family India LLC
- Other than 152 2,145 10 Pursuant to the resolutions passed by the Board dated January 18, 2019 and January 31, 2019
cash and Shareholders’ dated January 21, 2019 and in terms of the BTA, 22,200,000 OCRPS were
allotted to ANI Technologies Private Limited. For further details, see “History and Certain
Corporate Matters – Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10
years” on page 201. Pursuant to the resolutions passed by the Board dated February 26, 2019,
22,200,000 OCRPS were reclassified to 152 Series A CCPS. Accordingly, pursuant to the
reclassification, ANI Technologies Private Limited was allotted 152 Series A CCPS. The
cumulative paid-up Preference Share capital amounted to ` 21,450.
May 7, 2019 Private placement Cash 102 2,247 10 1,461,523 22,470 Allotment of 7 Series A CCPS to Gaurav Deepak and 95 Series
A CCPS to RNT Associates Private Limited
November 26, Private placement Cash 731 2,978 10 1,461,523 29,780 Allotment of 585 Series A CCPS to Hyundai Motor Company
2019 and 146 Series A CCPS to Kia Motors Corporation
December 23, Bonus issue of Series A N/A 580,704,044 580,707,022 10 N/A 5,807,070,220 Allotment of 138,838,576 Series A CCPS to Matrix Partners
2021 CCPS in the ratio of India Investments III, LLC, 3,314,966 Series A CCPS to
194,998 Series A CCPS Matrix Partners India III AIF Trust, 236,922,570 Series A
for every one Series A CCPS to Internet Fund III Pte Ltd, 9,554,902 Series A CCPS
CCPS held by such to Sarin Family India LLC, 29,639,696 Series A CCPS to ANI
holders of Series A Technologies Private Limited, 1,364,986 Series A CCPS to
CCPS, whose names Gaurav Deepak, 18,524,810 Series A CCPS to RNT Associates
appear in the list of Private Limited, 114,073,830 Series A CCPS to Hyundai
beneficial owners on the Motor Company and 28,469,708 Series A CCPS to Kia
record date, i.e., Corporation
December 23, 2021
December 19, - N/A (142,544,269) 438,162,753 10 Pursuant to the resolutions passed by the Board and the Shareholders, each dated December 19,
2023^ 2023, 142,544,269 Series A CCPS were reclassified to 142,544,269 Series A1 CCPS.
Accordingly, the cumulative paid-up Series A CCPS capital amounts to ` 4,381,627,530
Series A1 CCPS
December 19, - N/A 142,544,269 142,544,269 10 Pursuant to the resolutions passed by the Board and the Shareholders, each dated December 19,
2023^ 2023, 142,544,269 Series A CCPS were reclassified to 142,544,269 Series A1 CCPS.
Accordingly, 114,074,415 Series A CCPS and 28,469,854 Series A CCPS held by Hyundai
81
Cumulative Face value Cumulative
Date of Issue price
Number of number of per paid-up
allotment of Nature of per
Nature of allotment Preference Preference Preference Preference Name of allottees/ shareholders
Preference consideration Preference
Shares Shares Share (in Share capital
Shares Share (in ₹)
₹) (in ₹)
Motor Corporation and Kia Corporation, respectively were reclassified to 114,074,415 Series
A1 CCPS and 28,469,854 Series A1 CCPS. The cumulative paid-up Series A1 CCPS capital
amounts to ` 1,425,442,690
Series B CCPS
July 2, 2019 Private placement Cash 4,326 4,326 10 3,987,618.54 43,260 Allotment of 4,326 Series B CCPS to SB Topaz (Cayman)
Limited
March 18, 2020 Private placement Cash 18 4,344 10 3,987,618.54 43,440 Allotment of 18 Series B CCPS to Pawan Munjal Family Trust
December 23, Bonus issue of Series B N/A 847,071,312 847,075,656 10 N/A 8,470,756,560 Allotment of 843,561,348 Series B CCPS to SVF II Ostrich
2021 CCPS in the ratio of (DE) LLC and 3,509,964 Series B CCPS to Pawan Munjal
194,998 Series B CCPS Family Trust
for every one Series B
CCPS held by such
holders of Series B CCPS,
whose names appear in
the list of beneficial
owners on the record date,
i.e., December 23, 2021
Series C1 CCPS
October 4, 2021 Private placement Cash 231 231 10 9,633,295 2,310 Allotment of 231 Series C1 CCPS to SB Topaz (Cayman)
Limited
December 23, Bonus issue of Series C1 N/A 45,044,538 45,044,769 10 N/A 450,447,690 Allotment of 45,044,538 Series C1 CCPS to SVF II Ostrich
2021 CCPS in the ratio of (DE) LLC
194,998 for every one
Series C1 CCPS held by
such holders of Series C1
CCPS, whose names
appear in the list of
beneficial owners on the
record date, i.e.,
December 23, 2021
Series C CCPS
October 8, 2021 Private placement Cash 191 191 10 10,734,870 1,910 Allotment of 104 Series C CCPS to DIG Investment IV AB
and 87 Series C CCPS to Barry S. Sternlicht
October 14, Private placement Cash 694 885 10 10,734,870 8,850 Allotment of 694 Series C CCPS to Alpha Wave Ventures LP
2021
December 21, Private placement Cash 253 1,138 10 10,734,870 11,380 Allotment of 173 Series C CCPS to MacRitchie Investments
2021 Pte. Ltd., seven Series C CCPS to VSS Investco Private
Limited, seven Series C CCPS to Rahul Ravindra Raj Mehta,
19 Series C CCPS to Edelweiss Finance & Investments
Limited*, 38 Series C CCPS to Edelweiss Private Investments
Trust – Edelweiss Crossover Opportunities Fund – Series III
A*, two Series C CCPS to Sumit Shah, two Series C CCPS to
Ritesh Sidhwani, two Series C CCPS to Farhan Akhtar, one
82
Cumulative Face value Cumulative
Date of Issue price
Number of number of per paid-up
allotment of Nature of per
Nature of allotment Preference Preference Preference Preference Name of allottees/ shareholders
Preference consideration Preference
Shares Shares Share (in Share capital
Shares Share (in ₹)
₹) (in ₹)
Series C CCPS to Rohan Ramchandani, one Series C CCPS to
Zoya Akhtar and one Series C CCPS to Azara Advisors LLP
December 23, Private placement Cash 49 1,187 10 10,734,870 11,870 Allotment of 47 Series C CCPS to Edelweiss Private
2021 Investments Trust - Edelweiss Crossover Opportunities Fund –
Series III* and two Series C CCPS to Ashna Advisors LLP
December 23, Bonus issue of Series C N/A 231,462,626 231,463,813 10 N/A 2,314,638,130 Allotment of 20,279,792 Series C CCPS to DIG Investment IV
2021 CCPS in the ratio of AB, 16,964,826 Series C CCPS to Barry S. Sternlicht,
194,998 for every one 135,328,612 Series C CCPS Alpha Wave Ventures II, LP,
Series C CCPS held by 33,734,654 Series C CCPS to MacRitchie Investments Pte.
such holders of Series C Ltd., 1,364,986 Series C CCPS to VSS Investco Private
CCPS, whose names Limited, 1,364,986 Series C CCPS to Rahul Ravindra Raj
appear in the list of Mehta, 3,704,962 Series C CCPS to Edelweiss Finance &
beneficial owners on the Investments Limited*, 7,409,924 Series C CCPS to Edelweiss
record date, i.e., Private Investments Trust – Edelweiss Crossover
December 23, 2021 Opportunities Fund – Series III A*, 389,996 Series C CCPS to
Sumit Shah, 389,996 Series C CCPS to Ritesh Sidhwani,
389,996 Series C CCPS to Farhan Akhtar, 194,998 Series C
CCPS to Rohan Ramchandani, 194,998 Series C CCPS to Zoya
Akhtar, 194,998 Series C CCPS to Azara Advisors LLP,
9,164,906 Series C CCPS to Edelweiss Private Investments
Trust – Edelweiss Crossover Opportunities Fund – Series III*
and 389,996 Series C CCPS to Ashna Advisors LLP
January 22, 2022 Private placement Cash 8,475,877 239,939,690 10 55.05 2,399,396,900 Allotment of 4,485,014 Series C CCPS to Edelweiss Finance
& Investments Limited*, 1,364,214 Series C CCPS to
Edelweiss Private Investments Trust – Edelweiss Crossover
Opportunities Fund – Series III*, 779,292 Series C CCPS to
Edelweiss Private Investments Trust – Edelweiss Crossover
Opportunities Fund – Series III A*, 130,735 Series C CCPS to
Ashna Advisors LLP, 908,265 Series C CCPS to Jasneet Singh,
136,240 Series C CCPS to Dr. Rakesh Aggarwal, 181,653
Series C CCPS to Dr. NK Aggarwal , 181,653 Series C CCPS
to Bipin Gupta, 90,827 Series C CCPS to Dinesh Aggarwal,
108,992 Series C CCPS to Brijesh C Gupta, 63,579 Series C
CCPS to Mahimn Sodhani and 45,413 Series C CCPS to Nipun
Goel
Series D CCPS
February 25, Private placement Cash 91,357,276 91,357,276 10 101.70 913,572,760 Allotment of 36,337,431 Series D CCPS to Tekne Private
2022 Ventures XV, Ltd., 11,005,355 Series D CCPS to Ab Initio
Capital, L.P., 23,478,092 Series D CCCPS to Alpine
Opportunity Fund VI, L.P., 2,201,071 Series D CCPS to Barry
S. Sternlicht, 11,005,355 Series D CCPS to DIG Investment IV
AB, 2,188,637 Series D CCPS to Edelweiss Finance &
Investments Limited*, 2,813,740 Series D CCPS to Edelweiss
Private Investments Trust – Edelweiss Crossover
83
Cumulative Face value Cumulative
Date of Issue price
Number of number of per paid-up
allotment of Nature of per
Nature of allotment Preference Preference Preference Preference Name of allottees/ shareholders
Preference consideration Preference
Shares Shares Share (in Share capital
Shares Share (in ₹)
₹) (in ₹)
Opportunities Fund – Series III*, 2,188,438 Series D CCPS to
Edelweiss Private Investments Trust – Edelweiss Crossover
Opportunities Fund – Series III A* and 139,157 Series D CCPS
to Ashna Advisors LLP
April 21, 2022 Private placement Cash 5,571,533 96,928,809 10 101.70 969,288,090 Allotment of 5,571,533 Series D CCPS to Alpha Wave
Ventures II, LP
Series E CCPS
July 14, 2023 Private placement Cash 91,300,001 91,300,001 10 10 913,000,010 Allotment of 41,300,000 Series E CCPS to Tekne Private
Ventures XV, Ltd. and 50,000,001 Series E CCPS to Ashutosh
Vinayak Joshi
September 22, Private placement Cash 1,052,324,000 1,143,624,001 10 10 11,436,240,010 Allotment of 82,600,000 Series E CCPS to Internet Fund III
2023 Pte Ltd, 759,094,000 Series E CCPS to V-Sciences
Investments Pte Ltd, 84,252,000 Series E CCPS to DIG
Investment IV AB, and 126,378,000 Series E CCPS to Blue
Investment Opportunities LLC-Ola Electric Series 1
December 6, Private placement Cash 20,000,000 1,163,624,001 10 10 11,636,240,010 Allotment of 20,000,000 Series E CCPS to Karan Danthi
2023
* The names of (i) Edelweiss Private Investments Trust – Edelweiss Crossover Opportunities Fund – Series III; and (iii) Edelweiss Private Investments Trust – Edelweiss Crossover Opportunities Fund – Series III A were
subsequently changed to (i) Nuvama Private Investments Trust-Nuvama Crossover Opportunities Fund – Series III; (ii) Nuvama Private Investment Trusts-Nuvama Crossover Opportunities Fund – Series III A, respectively, each
of which are the Investor Selling Shareholders in relation to the Offer. Further, the Series C CCPS and Series D CCPS of Nuvama Private Investments Trust-Nuvama Crossover Opportunities Fund – Series III B were acquired
through transfer from Edelweiss Finance & Investments Limited
^While our Company has filed the respective Form SH-7 on the MCA portal, the same is pending for approval from the RoC. Consequently, we have also been unable to file the Form PAS-3 in respect of the aforementioned
reclassification. For further details, see “Risk Factors - The form filing in respect of reclassification of shares is pending for approval from the RoC. Further, we have been unable to complete the process of filing of Form PAS-3
in respect of recent changes to our share capital.” on page 54.
84
1. Conversion of outstanding CCPS
Prior to filing of the Red Herring Prospectus, the following outstanding CCPS will convert to a maximum of up to
1,731,622,286 Equity Shares:
(i) 438,162,753 Series A CCPS will convert to a maximum of up to 386,742,203 Equity Shares;
(ii) 142,544,269 Series A1 CCPS will convert to a maximum of up to 136,039,634 Equity Shares
(iii) 847,075,656 Series B CCPS will convert to a maximum of up to 772,424,072 Equity Shares;
(iv) 45,044,769 Series C1 CCPS will convert to a maximum of up to 41,081,423 Equity Shares;
(v) 239,939,690 Series C CCPS will convert to a maximum of up to 217,355,781 Equity Shares;
(vi) 96,928,809 Series D CCPS will convert to a maximum of up to 88,400,347 Equity Shares; and
(vii) 1,163,624,001 Series E CCPS will convert to a maximum of up to 89,578,826 Equity Shares
For further details, see “History and Certain Corporate Matters – Shareholders’ agreements and other agreements” on
page 208.
2. Shares issued for consideration other than cash or out of revaluation reserves (excluding bonus issuance)
Except as stated below, our Company has not issued any Equity Shares or Preference Shares for consideration other than
cash or out of revaluation reserves (excluding bonus issuance):
Date of Name of allottees/ Shareholders Face Issue price Reasons for the Benefits accrued
allotment value allotment pursuant to the
allotment
January 31, Allotment of 22,200,000 OCRPS to ANI 10 Other than Allotment N/A
2019 Technologies Private Limited. cash pursuant to the
BTA(2)
February 26, Reclassification of 22,200,000 OCRPS to 152 10 Other than Reclassification N/A
2019 Series A CCPS(1) cash of the OCRPS
allotted pursuant
to the BTA
December 8, Reclassification of 1,364,993 Class B Equity 10 Other than Reclassification N/A
2023 Shares to 1,364,993 Equity Shares, allotted to cash of Class B Equity
Pawan Munjal Family Trust(3) Shares
December 19, Reclassification of 142,544,269 Series A 10 Other than Reclassification N/A
2023* CCPS to 142,544,269 Series A1 CCPS and cash of certain Series
allotment of 114,074,415 Series A1 CCPS and A CCPS to Series
28,469,854 Series A1 CCPS to Hyundai Motor A1 CCPS
Corporation and Kia Corporation, respectively
* While our Company has filed the respective Form SH-7 on the MCA portal, the same is pending for approval from the RoC. Consequently, we have
also been unable to file the Form PAS-3 in respect of the aforementioned reclassification. For further details, see “Risk Factors - The form filing in
respect of reclassification of shares is pending for approval from the RoC. Further, we have been unable to complete the process of filing of Form PAS-
3 in respect of recent changes to our share capital.” on page 54.
(1) Pursuant to the resolution passed by the Board dated February 26, 2019, 22,200,000 OCRPS were reclassified to 152 Series A CCPS.
(2) For further details, in relation to the BTA, see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years” on page 201.
(3) Pursuant to resolutions of the Board and Shareholders dated December 7, 2023 and December 8, 2023, 1,364,993 Class B Equity Shares were
reclassified to 1,364,993 Equity Shares.
3. Shares issued under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act,
2013
Our Company has not allotted any Equity Shares and CCPS pursuant to any scheme approved under Sections 391 to 394
of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act, 2013.
4. Securities or Equity Shares issued at a price lower than the Offer Price in the preceding one year
The Offer Price is [●]. For further details in relation to the issuances in the preceding one year, see “ – Notes to the Capital
Structure – Share capital history of our Company – (a) Equity share capital” on page 80.
85
5. Shareholding pattern of our Company
The table below presents the shareholding pattern of our Company as on the date of filing of this Draft Red Herring Prospectus
Categor Category of Numbe Number of Number Numbe Total Shareho Number of Voting Rights held in each Numb Shareholdin Number of Number of Numb
y shareholder r of fully paid- of partly r of number of lding as class of securities er of g, as a % Locked in Shares er of
(I) (II) shareh up equity paid-up shares shares held a % of (IX) shares assuming shares pledged or equity
olders shares held equity underl (VII) total Under full (XII) otherwise shares
(III) (IV) shares ying =(IV)+(V)+ number lying conversion encumbered held in
held Deposit (VI) of Outst of (XIII) demat
(V) ory shares Number of Voting Rights Total andin convertible Nu As a Numbe As a erializ
Receipt (calculat Class e.g.: Cl Total as a g securities ( mbe % of r (a) % of ed
s ed as Equity ass % of conve as a r (a) total total form
(VI) per Shares e.g (A+B rtible percentage Share Share (XIV)
SCRR, .: + C) securi of diluted s held s held
1957) Ot ties share (b) (b)
(VIII) he (inclu capital)
As a % rs ding (XI)=
of Warr (VII)+(X)
(A+B+C ants) As a % of
2) (X) (A+B+C2)^
(A) Promoter and 4 1,650,083,762 - - 1,650,083,762 - 1,650,083,762 - 1,650,083,762 14,329, 45.14 - - 1,679,9
Promoter 596 05,263
Group
(B) Public 42 22,491,131 - - 22,491,131 - 22,491,131 - 22,491,131 1,717,2 47.19 - - 1,798,8
92,690 86,374
I Non - - - - - - - - - - - - - - -
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares held 1 282,875,079 - - 282,875,079 - 282,875,079 - 282,875,079 - - 7.67 - - -
by employee
trusts
Total 47 1,955,449,972 - - 1,955,449,972 - 1,955,449,972 - 1,955,449,972 1,731,6 100.00 - - 347,879
22,286 1,637
^ Prior to filing of the Red Herring Prospectus, 438,162,753 Series A CCPS will convert to a maximum of up to 386,742,203 Equity Shares; 142,544,269 Series A1 CCPS will convert to a maximum of up to 136,039,634 Equity
Shares; 847,075,656 Series B CCPS will convert to a maximum of up to 772,424,072 Equity Shares; 45,044,769 Series C1 CCPS will convert to a maximum of up to 41,081,423 Equity Shares; 239,939,690 Series C CCPS will
convert to a maximum of up to 217,355,781 Equity Shares; 96,928,809 Series D CCPS will convert to a maximum of up to 88,400,347 Equity Shares; and 1,163,624,001 Series E CCPS will convert to a maximum of up to 89,578,826
Equity Shares in terms of Regulation 5(2) of the SEBI ICDR Regulations.
86
6. Details of equity shareholding of the major shareholders of our Company:
a) Set forth below is a list of shareholders holding 1% or more of the issued and paid-up Equity Share capital of
our Company, as on the date of this Draft Red Herring Prospectus:
S. Name of the Shareholder Number of Equity Number of CCPS Percentage of the pre-Offer
No. Shares Equity Share capital on a
fully diluted basis (%)*
1. Bhavish Aggarwal 1,361,875,240 - 36.94
2. SVF II Ostrich (DE) LLC - 888,610,443 21.98
3. OEM Employees Welfare 282,875,079 - 7.67
Trust
4. Internet Fund III Pte Ltd - 319,523,785 6.03
5. ANI Technologies Private 146,249,250 29,639,848 4.35
Limited
6. Indus Trust 141,959,272 - 3.85
7. Alpha Wave Ventures II, LP - 140,900,839 3.49
8. Matrix Partners India - 138,839,288 3.43
Investments III, LLC
9. Hyundai Motor Company - 114,074,415 2.95
10. V-Sciences Investments Pte - 766,833,271 1.78
Ltd
11. MacRitchie Investments Pte. 16,733,981 33,734,827 1.25
Ltd.
* Assuming conversion of CCPS.
b) Set forth below is a list of shareholders holding 1% or more of the issued and paid-up Equity Share capital of
our Company, as of 10 days prior to the date of this Draft Red Herring Prospectus:
S. Name of the Shareholder Number of Equity Number of CCPS Percentage of the pre-Offer
No. Shares Equity Share capital on a
fully diluted basis (%)*
1. Bhavish Aggarwal 1,361,875,240 - 35.25
2. SVF II Ostrich (DE) LLC - 888,610,443 23.00
3. OEM Employees Welfare 282,875,079 - 7.32
Trust
4. Internet Fund III Pte Ltd - 319,523,785 6.31
5. ANI Technologies Private 146,249,250 29,639,848 4.55
Limited
6. Indus Trust 141,959,272 - 3.67
7. Alpha Wave Ventures II, LP - 140,900,839 3.65
8. Matrix Partners India - 138,839,288 3.59
Investments III, LLC
9. Hyundai Motor Company - 114,074,415 2.95
10. V-Sciences Investments Pte - 766,833,271 1.86
Ltd
11. MacRitchie Investments Pte. 16,733,981 33,734,827 1.31
Ltd.
12. Tekne Private Ventures XV, - 77,637,431 1.03
Ltd.
* Assuming conversion of CCPS.
c) Set forth below is a list of shareholders holding 1% or more of the issued and paid-up Equity Share capital of
our Company, as of one year prior to the date of this Draft Red Herring Prospectus:
S. Name of the Shareholder Number of Equity Number of CCPS Percentage of the pre-Offer
No. Shares Equity Share capital on a
fully diluted basis (%)*
1. Bhavish Aggarwal 1,361,875,240 - 36.17
2. SVF II Ostrich (DE) LLC - 888,610,443 23.60
3. OEM Employees Welfare 283,172,257 - 7.52
Trust
4. Internet Fund III Pte Ltd - 236,923,785 6.29
5. ANI Technologies Private 146,249,250 29,639,848 4.67
Limited
6. Indus Trust 141,959,272 - 3.77
7. Alpha Wave Ventures II, LP 140,900,839 3.74
8. Matrix Partners India - 138,839,288 3.69
Investments III, LLC
9. Hyundai Motor Company - 114,074,415 3.03
10. MacRitchie Investments Pte. 16,733,981 33,734,827 1.34
87
S. Name of the Shareholder Number of Equity Number of CCPS Percentage of the pre-Offer
No. Shares Equity Share capital on a
fully diluted basis (%)*
Ltd.
* Assuming conversion of CCPS.
d) Set forth below is a list of shareholders holding 1% or more of the issued and paid-up Equity Share capital of
our Company, as of two years prior to the date of this Draft Red Herring Prospectus:
S. Name of the Shareholder Number of Equity Number of CCPS Percentage of the pre-Offer
No. Shares Equity Share capital on a fully
diluted basis (%)*
1. Bhavish Aggarwal 7,065 - 37.74
2. SVF II Ostrich (DE) LLC - 4,557 24.35
3. OEM Employees Welfare 1,457 - 7.78
Trust
4. Internet Fund III Pte Ltd - 1,215 6.49
5. ANI Technologies Private 750 152 4.82
Limited
6. Indus Trust 728 - 3.89
7. Matrix Partners India - 712 3.80
Investments III, LLC
8. Alpha Wave Ventures II, LP - 694 3.71
9. Hyundai Motor Company - 585 3.13
* Assuming conversion of CCPS.
7. History of the Equity Share capital held by our Promoter
As on the date of this Draft Red Herring Prospectus, our Promoter, in aggregate holds 1,361,875,240 Equity Shares,
representing 36.94% of the issued, subscribed and paid-up Equity Share capital of our Company, calculated on a fully
diluted basis. The details regarding our Promoter’s shareholding are set forth below.
a) Build-up of Promoter’s equity shareholding in our Company
The build-up of the equity shareholding of our Promoter since incorporation of our Company is set forth
below:
Date of Nature of transaction Number of Nature Face Issue price/ Percentage Percentage
allotment/ Equity Shares of value transfer of the pre- of fully
transfer allotted/ consid per price per Offer diluted
transferred eration Equity Equity capital post- Offer
Share Share (₹) (%)^ capital (%)
(₹)
Bhavish Aggarwal
December 19, Transfer from ANI 9,250 Cash 10 10 Negligible [●]
2018 Technologies Private
Limited
January 18, Transfer to Indus Trust (728) NA 10 NA Negligible [●]
2019
January 18, Transfer to OEM (1,457) NA 10 NA Negligible [●]
2019 Employees Welfare Trust
December 23, Allotment pursuant to 1,377,660,870 NA 10 NA 37.36 [●]
2021 Bonus issue of Equity
Shares in the ratio of
194,998 Equity Shares for
every one Equity Share
held by such holders of
Equity Shares of our
Company, whose names
appear in the list of
beneficial owners on the
record date, i.e.,
December 23, 2021
December 12, Transfer to MacRitchie (15,792,695) Cash 10 95.61 (0.43) [●]
2022 Investments Pte. Ltd.
Total 1,361,875,240 36.94 [●]
^ Assuming conversion of CCPS
All the Equity Shares held by our Promoter were fully paid-up on the respective dates of allotment of such
Equity Shares. As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our
Promoter are pledged.
88
b) Shareholding of our Promoter and Promoter Group
The details of shareholding of our Promoter and members of our Promoter Group as on the date of this Draft
Red Herring Prospectus are set forth below:
S. Name of the Pre-Offer Pre-Offer Percentage of Number of Post- Percentage
No. shareholder number of number of the pre-Offer ESOPs Offer of the
Equity Shares preference Equity Share outstanding number post-Offer
shares capital (on a of Equity Equity
fully diluted Shares Share
basis) (%)^ capital
(%)
Promoter
1. Bhavish 1,361,875,240 - 36.94 - [●] [●]
Aggarwal
Total (A) 1,361,875,240 - 36.94 - [●] [●]
Promoter Group
1. ANI 146,249,250 14,163,927 4.35 - [●] [●]
Technologies
Private
Limited
2. Indus Trust 141,959,272 - 3.85 - [●] [●]
3. Naresh Kumar - 165,669 Negligible - [●] [●]
Aggarwal
Total (B) 288,208,522 14,329,596 8.20 - [●] [●]
Total (A+B) 1,650,083,762 14,329,596 45.14 - [●] [●]
^ Assuming conversion of CCPS
8. Details of Promoter’s Contribution and lock-in
a) In accordance with Regulation 14 and Regulation 16(1) of the SEBI ICDR Regulations, an aggregate of 20% of the
fully diluted post-Offer Equity Share capital of our Company held by our Promoter, shall be locked in for a period of
three years, or such other period as prescribed under the SEBI ICDR Regulations, as minimum promoter’ contribution
from the date of Allotment (“Promoter’s Contribution”), and our Promoter’s shareholding in excess of 20% of the
fully diluted post-Offer Equity Share capital shall be locked in for a period of one year from the date of Allotment.
b) The details of the Equity Shares to be locked-in for a period of three years, or such other period as prescribed under
the SEBI ICDR Regulations from the date of Allotment as Promoter’s Contribution are set forth in the table below:
Name of Number of Date of Nature of Face value Issue/ Percentage Percentage Date up to
Promoter Equity allotment/ transaction per Equity acquisition of pre-Offer of post- which the
Shares transfer of Share (₹) price per paid-up Offer paid- Equity
locked-in Equity Equity Equity up Equity Shares are
Shares Share (₹) Share Share subject to
capital capital* lock in
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●] [●]
* Subject to finalisation of the Basis of Allotment.
Our Promoter has given his consent to include such number of Equity Shares held by our Promoter as disclosed above,
constituting 20% of the fully diluted post-Offer Equity Share capital of our Company as Promoter’s Contribution. Our
Promoter has agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner the Promoter’s
Contribution from the date of filing this Draft Red Herring Prospectus, until the expiry of the lock-in period specified
above, or for such other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance
with the SEBI ICDR Regulations.
c) Our Company undertakes that the Equity Shares that are being locked-in are not ineligible for computation of
Promoter’s Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of the build-up of the
share capital held by our Promoter, see “- History of the Equity Share capital held by our Promoter” on page 88.
In this connection, we confirm that the Equity Shares considered as Promoter’s Contribution:
(i) have not been acquired during the immediately preceding three years from the date of this Draft Red Herring
Prospectus for consideration other than cash and any revaluation of assets or capitalisation of intangible assets
was not involved in such transactions;
(ii) did not result from a bonus issue during the immediately preceding three years from the date of this Draft
Red Herring Prospectus, by utilisation of revaluation reserves or unrealised profits of our Company, or from
bonus issue against Equity Shares which are otherwise ineligible for Promoter’s Contribution;
89
(iii) are not acquired or subscribed to during the immediately preceding year from the date of this Draft Red
Herring Prospectus at a price lower than the price at which the Equity Shares are being offered to the public
in the Offer; and
(iv) are not subject to any pledge or any other encumbrance.
Further, our Company has not been formed by conversion of a partnership firm or a limited liability partnership firm
into a company and hence, no Equity Shares have been issued in the one year immediately preceding the date of this
Draft Red Herring Prospectus pursuant to conversion from a partnership firm or limited liability partnership.
9. Details of Equity Shares held by our Directors, Key Managerial Personnel and Senior Management Personnel
As on the date of this Draft Red Herring Prospectus, other than Bhavish Aggarwal who is the Chairman, Managing
Director and a KMP of our Company and Manoj Kumar Kohli, who is an Independent Director of our Company, none
of Directors, KMPs or SMPs hold any Equity Shares of our Company. For further details, see “Our Management -
Shareholding of our Directors in our Company” on page 214.
10. Details of Equity Shares locked-in for six months:
In addition to the lock-in requirements prescribed in “-Details of Promoter’s Contribution and lock-in” on page 89,
the entire pre-Offer equity share capital of our Company will be locked-in for a period of six months from the date of
Allotment except for (i) any Equity Shares held by the employees (whether currently employees or not) of our
Company which have been or will be allotted to them under the ESOP Scheme; and (ii) the Equity Shares held by
Shareholders who are VCFs, Category I AIFs, Category II AIFs or FVCIs, provided that such Equity Shares will be
locked-in for a period of at least six months from the date of purchase by such VCFs or Category I AIFs or Category
II AIFs or FVCI Shareholders respectively, subject to the provisions of Regulation 8A(c) of the SEBI ICDR
Regulations. In accordance with Regulation 8A(c) of the SEBI ICDR Regulations, for Shareholders holding
(individually or with persons acting in concert) more than 20% of pre-Offer shareholding of our Company on a fully
diluted basis, the provisions of lock-in as specified under Regulation 17 of the SEBI ICDR Regulations shall be
applicable, and relaxation from lock-in as provided under Regulation 17(c) of the SEBI ICDR Regulations is not
applicable. Matrix Partners India III AIF Trust, Nuvama Private Investments Trust-Nuvama Crossover Opportunities
Fund – Series III B, Nuvama Private Investments Trust-Nuvama Crossover Opportunities Fund – Series III, Nuvama
Private Investments Trust-Nuvama Crossover Opportunities Fund – Series III A, being Category II AIFs, each holding
less than 20% of the pre-Offer share capital of our Company on a fully diluted basis, are exempt from the lock-in
period of six months from the date of purchase as envisaged under Regulation 17 of the SEBI ICDR Regulations.
11. Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors
50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a
period of 90 days from the date of Allotment and the remaining Equity Shares allotted to Anchor Investors under the
Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment.
12. Other requirements
As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the
Equity Shares locked-in are recorded by the relevant Depository.
Pursuant to Regulation 21(a) of the SEBI ICDR Regulations, the Equity Shares held by our Promoter, which are
locked-in for a period of three years from the date of Allotment may be pledged as collateral security for loans granted
by scheduled commercial banks, public financial institutions, NBFC-SI or housing finance companies, provided that
such loans have been granted by such bank or institution for the purpose of financing one or more of the objects of the
Offer and pledge of the Equity Shares is a term of sanction of such loans.
Pursuant to Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by our Promoter which are locked-
in for a period of one year from the date of Allotment may be pledged as collateral security for loans granted by
scheduled commercial banks, public financial institutions, NBFC-SI or housing finance companies, provided that
pledge of the Equity Shares is one of the terms of sanction of such loans.
In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoter which are locked-in,
may be transferred to any member of our Promoter Group or a new promoter, subject to continuation of lock-in
applicable with the transferee for the remaining period (and such transferees shall not be eligible to transfer until the
expiry of the lock-in period) and compliance with provisions of the SEBI Takeover Regulations.
Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons (other than our
Promoter) prior to the Offer and locked-in for a period of six months, may be transferred to any other person holding
Equity Shares which are locked-in along with the Equity Shares proposed to be transferred, subject to the continuation
of the lock-in with the transferee for the remaining period (and such transferees shall not be eligible to transfer until
90
the expiry of the lock-in period) and compliance with the provisions of the SEBI Takeover Regulations.
13. Except for the allotment of Equity Shares upon exercise of options vested pursuant to the ESOP Scheme, and the Fresh
Issue, our Company presently does not intend or propose to alter its capital structure for a period of six months from
the Bid/ Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue of
Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares)
whether on a preferential basis or by way of issue of bonus shares or on a rights basis or by way of further public issue
of Equity Shares or otherwise.
14. Except for any issue of Equity Shares pursuant to Fresh Issue, allotment of Equity Shares pursuant to the Pre-IPO
Placement, conversion of outstanding CCPS into Equity Shares prior to filing the Red Herring Prospectus with the
RoC, exercise of options vested under the ESOP Scheme, there will be no further issue of Equity Shares whether by
way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing
from the date of filing of the Draft Red Herring Prospectus with SEBI until the Equity Shares have been listed on the
Stock Exchanges, or all application monies have been refunded, as the case may be.
15. As on the date of filing of this Draft Red Herring Prospectus, the total number of Shareholders of our Company is 47.
16. As on the date of this Draft Red Herring Prospectus, all Equity Shares held by our Promoter are held in dematerialized
form.
17. Except for the transfer of 297,178 Equity Shares from Krishnamurthy Venugopala Tenneti to Manoj Kumar Kohli and
except as disclosed under “Notes to the Capital Structure – Share Capital History of our Company – Equity share
capital” and “-History of the equity share capital held by our Promoter” on pages 80 and 88, respectively, none of
our Promoter, the members of our Promoter Group or any of the Directors or their relatives, as applicable, have
purchased or sold any securities of our Company during the period of six months immediately preceding the date of
this Draft Red Herring Prospectus.
18. There have been no financing arrangements whereby our Promoter, members of our Promoter Group, our Directors
and their relatives, have financed the purchase by any other person of securities of our Company, other than the normal
course of business, during a period of six months immediately preceding the date of filing of this Draft Red Herring
Prospectus.
19. Our Company, any of our Directors and the BRLMs have not entered into any buy back arrangements for purchase of
Equity Shares from any person.
20. The Equity Shares issued and transferred pursuant to the Offer shall be fully paid-up at the time of Allotment and there
are no partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus.
21. The members of the Promoter Group shall not participate in the Offer nor receive any proceeds from the Offer, except
to the extent of their participation in the Offer for Sale.
22. As on the date of this Draft Red Herring Prospectus, the BRLMs and their respective associates (as defined in the
SEBI Merchant Bankers Regulations) do not hold any Equity Shares of our Company. The BRLMs and their respective
associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform services
for, our Company, each of the Selling Shareholders and our Group Companies, and their respective directors and
officers, partners, trustees, affiliates, associates or third parties in the ordinary course of business and have engaged,
or may in the future engage, in commercial banking and investment banking transactions with our Company, the
Selling Shareholders and our Group Companies, and each of their respective directors and officers, partners, trustees,
affiliates, associates or third parties, for which they have received, and may in the future receive, compensation.
23. No person connected with the Offer shall offer of any incentive, whether direct or indirect, in any manner, whether in
cash or kind or otherwise, to any Bidder for making a Bid, except for fees or commission for services rendered in
relation to the Offer.
24. Except for the outstanding Preference Shares that will convert into Equity shares prior to filing the Red Herring
Prospectus with the RoC and employee stock options issued pursuant to the ESOP Scheme, there are no outstanding
warrants, options or rights to convert debentures, loans or other instruments into, or which would entitle any person
any option to receive Equity Shares as on the date of this Draft Red Herring Prospectus.
91
25. Employee Stock Options Scheme of our Company
ESOP Scheme
Our Company adopted the ESOP Scheme pursuant to the resolution passed by our Board on January 18, 2019 and the
resolution passed by the Shareholders’ on January 21, 2019. The ESOP Scheme was further amended pursuant to the
resolutions passed by the Board and Shareholders dated December 6, 2023 and December 8, 2023, respectively. The
ESOP Scheme is in compliance with the SEBI SBEB & SE Regulations.
The details of the ESOP Scheme, as certified by B.B. & Associates, Chartered Accountants pursuant to their certificate
dated December 22, 2023, are as follows:
Particulars Details
Financial Year/Period Total number of Resultant number of
options granted Equity Shares^
Financial Year ended March 31, 2021 126,179,952,920 126,179,953
Financial Year ended March 31, 2022 87,958,588,928 87,958,589
Financial Year ended March 31, 2023 55,894,219,817 55,894,220
Options granted
For the three-month period ended June 30, 5,944,154,517 5,944,154
2023
For the period commencing from July 1, 8,114,634,956 8,114,634
2023 until the date of this Draft Red Herring
Prospectus
Options outstanding
(including vested and
163,850,956,025
unvested options) as on date
of the DRHP
Financial Year/Period Exercise Price
Financial Year ended March 31, 2021 Nil
Financial Year ended March 31, 2022 Nil to ₹ 10
Financial Year ended March 31, 2023 Nil
Exercise price of options (in
₹) For the three-month period ended June 30,
Nil
2023
For the period commencing from July 1,
2023 until the date of this Draft Red Nil
Herring Prospectus
Vesting Period (from date of One year to four years.
grant)
Financial Year/Period Total number of Resultant number of
options vested and Equity Shares^
not exercised
Financial Year ended March 31, 2021 65,489,244,156 65,489,244
Options vested (excluding Financial Year ended March 31, 2022 63,854,762,538 63,854,762
options that have been Financial Year ended March 31, 2023 84,456,181,274 84,456,181
exercised)
For the three-month period ended June 30, 87,761,249,940 87,761,249
2023
For the period commencing from July 1, 95,805,056,190 95,805,056
2023 until the date of this Draft Red Herring
Prospectus
Financial Year/Period Total number of Resultant number of
options exercised Equity Shares^
Financial Year ended March 31, 2021 - -
Financial Year ended March 31, 2022 4,094,979,000 4,094,979
Options exercised Financial Year ended March 31, 2023 941,285,961 941,285
For the three-month period ended June 30, - -
2023
For the period commencing from July 1, 297,178,476 297,178
2023 until the date of this Draft Red Herring
Prospectus
Financial Year/Period Total number of Resultant number of
Total number of Equity options exercised Equity Shares^
Shares that would arise as a
Financial Year ended March 31 2021 76,053,119,982 76,053,120
result of full exercise of
Financial Year ended March 31 2022 138,860,845,139 138,860,845
options granted (net of
Financial Year ended March 31, 2023 163,951,651,683 163,951,652
forfeited/lapsed/cancelled
options) For the three-month period ended June 30, 167,206,769,990 167,206,769
2023
92
Particulars Details
For the period commencing from July 1, 163,850,956,025 163,850,956
2023 until the date of this Draft Red Herring
Prospectus
Total number of Resultant number of
Financial Year/Period
options Equity Shares^
Financial Year ended March 31, 2021 52,010,328,279 52,010,328
Financial Year ended March 31, 2022 21,055,884,771 21,055,885
Options Financial Year ended March 31, 2023 29,862,127,312 29,862,127
forfeited/lapsed/cancelled For the three-month period ended June 30, 2,689,036,210 2,689,036
2023
For the period commencing from July 1, 11,173,270,445 11,173,270
2023 until the date of this Draft Red Herring
Prospectus
Variation in terms of options NA
Financial Year/Period In ₹
Financial Year ended March 31, 2021 NA
Financial Year ended March 31, 2022 210.00
Financial Year ended March 31, 2023 Nil
Money realised by exercise
of options For the three-month period ended June 30,
NA
2023
For the period commencing from July 1,
2023 until the date of this Draft Red Herring Nil
Prospectus
Financial Year/Period Total number of Resultant number of
options in force Equity Shares^
Financial Year ended March 31 2021 76,053,119,982 76,053,120
Financial Year ended March 31 2022 138,860,845,139 138,860,845
Total number of options in Financial Year ended March 31, 2023 163,951,651,683 163,951,652
force
For the three-month period ended June 30,
167,206,769,990 167,206,769
2023
For the period commencing from July 1,
2023 until the date of this Draft Red Herring 163,850,956,025 163,850,956
Prospectus
Employee wise details of
options granted to
Names of the KMP / Number of Number of options Resultant number of
(i) Key management
SMP to whom options options granted outstanding as of the Equity Shares out of
personnel and senior
were granted date of this Draft Red outstanding
management personnel
Herring Prospectus options^
Pramendra Tomar 121,713,696 121,713,696 121,713
Harish Abichandani 2,532,403,068 2,532,403,068 2,532,403
Hyun Shik Park 1,730,392,851 1,730,392,851 1,730,392
Anshul Khandelwal 4,868,540,033 4,868,540,033 4,868,540
Samraj Jabez Dhinagar 730,271,255 730,271,255 730,271
Suvonil Chatterjee 20,941,137,609 20,941,137,609 20,941,137
Vishal Chaturvedi 4,868,540,033 4,868,540,033 4,868,540
Shaun William Calvert 779,021,005 779,021,005 779,021
N. Balachandar 4,889,989,923 4,889,989,923 4,889,989
Ramkripa Ananthan 486,912,503 486,912,503 486,912
(ii) Any other employee Names of the Number of Number of options Resultant number of
who received a grant in employees to whom options granted outstanding as of the Equity Shares out of
any one year of options options were granted date of this Draft Red outstanding
amounting to 5% or more Herring Prospectus options^
of the options granted
during the year
Financial Year ended March Ankit Jain 47,384,757,000 488,862,493 488,862
31 2021 Chirag Shah 13,384,146,363 9,289,167,363 9,289,167
Financial Year ended March Umesh Krishnappa 4,743,350,675 503,487,418 503,487
31 2022 N. Balachandar 4,889,989,923 4,889,989,923 4,889,989
93
Particulars Details
Arun G R 9,780,174,845 9,780,174,845 9,780,174
Slokarth Dash 7,335,082,384 2,310,348,152 2,310,348
Vishal Chaturvedi 4,868,540,033 4,868,540,033 4,868,540
Financial Year ended March
Anshul Khandelwal 4,868,540,033 4,868,540,033 4,868,540
31 2023
Suvonil Chatterjee 19,474,160,132 20,941,137,609 20,941,137
Balavinayagam R 389,413,003 389,413,003 389,413
Topsy Mathew 584,217,004 Nil Nil
For the three-month period
ended June 30, 2023 Raghu Batta 973,630,007 973,630,007 973,630
Gautam Bhargava 2,794,530,669 Nil Nil
Hyun Shik Park 1,730,392,851 1,730,392,851 1,730,392
For the period commencing
from June 30, 2023 until the Harish Abichandani 2,532,403,068 2,532,403,068 2,532,403
date of the Draft Red Jitesh Shah 1,012,945,900 1,012,945,900 1,012,946
Herring Prospectus
Ranjeet Kumar Jaiswal 486,912,503 560,232,127 560,232
(iii) Identified employees Names of the employee Number of Number of options Resultant number of
who were granted options, to whom options were options granted outstanding as of the Equity Shares out of
during any one year equal granted date of this Draft Red outstanding
to or exceeding 1% of the Herring Prospectus options^
issued capital (excluding
outstanding warrants and
conversions) of our
Company at the time of
grant
Nil
Financial Year ended March 31, 2021 (0.59)
Fully diluted EPS on a pre- Financial Year ended March 31, 2022 (2.23)
Offer basis on exercise of Financial Year ended March 31, 2023 (3.91)
options calculated in For the three-month period ended June 30, (0.71)
accordance with the
applicable accounting For the period commencing from July 1,
standard ‘Earning Per Share’ 2023 until the date of the Draft Red Herring Not determinable at this stage
Prospectus
Difference between Not Applicable. As per the valuation report, the fair value has been computed as per Black
employee compensation cost Scholes Model of valuation.
calculated using the intrinsic
value of stock options and
the employee compensation
cost that shall have been
recognised if our Company
had used fair value of
options and impact of this
difference on profits and
EPS of our Company for the
last three fiscals
Description of the pricing Financial Year Financial Year ended Financial For the three- For the
formula and the method and ended March 31 March 31 2022 Year ended month period period
significant assumptions used 2021 March 31, ended June 30, commencin
during the year to estimate 2023 2023 g from July
the fair values of options, 1, 2023 until
including weighted-average the date of
information, namely, risk- this Draft
free interest rate, expected Red
life, expected volatility, Herring
expected dividends and the Prospectus
price of the underlying share
in market at the time of grant
of the option.
The fair value has been
completed as per Black
Scholes model of valuation.
94
Particulars Details
Dividend yield (%) 0.00% 0.00% 0.00% 0.00% Not
determinable
at this stage
Expected volatility (%) 50.00% 50.00% 50.00% 50.00% Not
determinable
at this stage
Risk-free interest rate (%) 6.20% 6.10% 7.20% 7.20% Not
determinable
at this stage
Weighted average share 0.010 to 0.012 0.012 to 0.062 0.056 to 0.056 to 0.056 Not
price (In ₹) 0.062 determinable
at this stage
Exercise price Nil Nil Nil Nil Not
determinable
at this stage
Expected life of stock 6 years 5.5 years 6.08 years 6.08 years Not
options determinable
at this stage
Impact on profits and EPS of Not Applicable
the last three years if our
Company had followed the
accounting policies
specified in Regulation 15 of
the SEBI SBEB & SE
Regulations in respect of
options granted in the last
three years
Intention of the Key All the Key Managerial Personnel or Senior Management Personnel may sell some Equity
Managerial Personnel, Shares allotted on the exercise of their options within three months after the date of listing of
Senior Management the Equity Shares of the Company
Personnel and whole time
Directors who are holders of
Equity Shares allotted on
exercise of options granted
to sell their Equity Shares
within three months after the
date of listing of Equity
Shares pursuant to the Offer.
Intention to sell Equity None of the Directors, Key Managerial Personnel, Senior Management Personnel or employees
Shares arising out of the have received options pursuant to the ESOP Scheme exceeding 1% of the issued capital. Hence
Scheme within three months not applicable.
after the listing of Equity
Shares, by Directors, Key
Managerial Personnel,
Senior Management
Personnel and employees
having Equity Shares arising
out of an employee stock
option scheme, amounting to
more than 1% of the issued
capital (excluding
outstanding warrants and
conversions)
* Note: The number of options presented in this note for the year ended March 31, 20222 and as at that dates have been adjusted for the effect of bonus
issue of 1:194,998 during the previous year.
^ As per the ESOP Scheme, holders of vested options are entitled to purchase one Equity Share of ₹10 each for every thousand options.
The following are the details of the Equity Shares issued under the ESOP Scheme on quarterly basis, as on the date of this
certificate:
Quarter ended Aggregate number of Equity Shares issued pursuant to Price at which each Equity Share
exercise of vested employee stock options granted under was issued
ESOP Scheme (in ₹)
June 30, 2020 Nil NA
September 30, 2020 Nil NA
December 31, 2020 Nil NA
March 31, 2021 Nil NA
June 30, 2021 Nil NA
95
Quarter ended Aggregate number of Equity Shares issued pursuant to Price at which each Equity Share
exercise of vested employee stock options granted under was issued
ESOP Scheme (in ₹)
September 30, 2021 21 10
December 31, 2021 Nil NA
March 31, 2022 Nil NA
June 30, 2022 Nil NA
September 30, 2022 Nil NA
December 31, 2022 941,286 Nil
March 31, 2023 Nil NA
June 30, 2023 Nil NA
September 30, 2023 Nil NA
December 31, 2023 297,178 Nil
96
OBJECTS OF THE OFFER
The Offer comprises the Fresh Issue and the Offer for Sale.
Offer for Sale
The object of the Offer for Sale is to allow the Selling Shareholders to sell an aggregate of up to 95,191,195 Equity Shares
aggregating up to ₹ [●] million held by them. Each Selling Shareholder shall be entitled to its respective portion of the proceeds
of the Offer for Sale, after deducting its proportion of the Offer-related expenses and the relevant taxes thereon. Our Company
will not receive any proceeds from the Offer for Sale and the proceeds received from the Offer for Sale will not form part of
the Net Proceeds.
Fresh Issue
The details of the proceeds of the Fresh Issue are set forth below:
(in ₹ million)
Particulars Estimated amount
Gross Proceeds of the Fresh Issue(1) 55,000
(Less) Expenses in relation to the Fresh Issue []
Net Proceeds* []
(1) Includes the proceeds, if any, received pursuant to the Pre-IPO Placement. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-
IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR, as amended. Details of the Pre-IPO Placement, if
undertaken, shall be included in the Red Herring Prospectus. Upon allotment of Equity Shares issued pursuant to the Pre-IPO Placement, we may utilise the
proceeds from such Pre-IPO Placement towards the Objects of the Offer prior to completion of the Offer
*To be determined upon finalisation of the Offer Price and updated in the Prospectus prior to filing with the RoC.
Requirement of funds and utilization of Net Proceeds
We propose to utilise the Net Proceeds towards funding the following objects:
1. Capital expenditure to be incurred by our Subsidiary, OCT for expansion of the capacity of our cell manufacturing plant
from 5 GWh to 6.4 GWh, classified as phase 2 under the expansion plan (the “Project”);
2. Repayment or pre-payment, in full or part, of the indebtedness incurred by our Subsidiary, OET;
3. Investment into research and product development;
4. Expenditure to be incurred for organic growth initiatives; and
5. General corporate purposes.
(collectively, the “Objects”).
The Net Proceeds are proposed to be utilised in the following manner:
(in ₹ million)
Particulars Estimated
amount*
Capital expenditure to be incurred by our Subsidiary, OCT for the Project 12,264.27
Repayment or pre-payment, in full or part, of the indebtedness incurred by our Subsidiary, OET 8,000.00
Investment into research and product development 16,000.00
Expenditure to be incurred for organic growth initiatives 3,500.00
General corporate purposes []#
Total* []
*To be determined upon finalisation of the Offer Price and updated in the Prospectus prior to filing with the RoC. This includes the proceeds, if any, received
pursuant to the Pre-IPO Placement. Details of the Pre-IPO Placement, if undertaken, shall be included in the Red Herring Prospectus.
#
The amount to be utilised for general corporate purposes shall not exceed 25% of the Net Proceeds.
Our Company also expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges, including enhancement
of our Company’s brand name and creation of a public market for our Equity Shares in India.
The main objects clause of the respective memoranda of association and/ or articles of association and/ or bye-laws as
applicable, enables our Company, certain of our Subsidiaries, to: (i) undertake the activities presently carried out by the such
entities; and (ii) undertake the activities proposed to be funded from the Net Proceeds, as applicable.
97
Proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation and
deployment of funds set forth in the table below:
(in ₹ million)
Estimated amount Estimated utilisation of Net Proceeds
proposed to be Fiscal 2025 Fiscal 2026 Fiscal 2027
Particulars
financed from Net
Proceeds
Capital expenditure to be 12,264.27 9,811.42 2,452.85 -
incurred by our Subsidiary,
OCT for the Project
Repayment or pre-payment, 8,000.00 8,000.00 - -
in full or part, of the
indebtedness incurred by our
Subsidiary, OET
Investment into research and 16,000.00 4,500.00 5,500.00 6,000.00
product development
Expenditure to be incurred 3,500.00 1,500.00 2,000.00 -
for organic growth initiatives
General corporate purposes [●](1) [](1) [](1) [●](1)
Total [] [] [] [●]
(1) The amount utilised for general corporate purposes shall not exceed 25% of the Net Proceeds. To be finalized upon determination of the Offer Price and
updated in the Prospectus prior to filing with the RoC
Other than the report titled ‘Project Cost Vetting Report’ provided by Dun & Bradstreet (“D&B”) dated December 21, 2023
(the “D&B Report”) on which we have relied, in relation to the Project for expansion of the cell manufacturing plant of OCT
and particularly, in relation to construction, production equipment, utilities and other equipment and contingency, the
deployment of funds indicated above is based on management estimates, current circumstances of our business and prevailing
market conditions, all of which are subject to change. The deployment of funds described herein has not been appraised by any
bank or financial institution or any other independent agency, other than D&B. We may have to revise our funding requirements
and deployment from time to time on account of various factors, such as financial and market conditions, market feedback and
demand for our products, competition, business needs, business strategy and interest/ exchange rate fluctuations and other
external factors, which may not be within the control of our management. In the event the estimated utilization out of the Net
Proceeds in a Fiscal Year is not completely met, the same shall be utilized in the next Fiscal Year. This may entail rescheduling
the proposed utilisation of the Net Proceeds and changing the allocation of funds from its planned allocation at the discretion
of our management, subject to compliance with applicable law. For details, see “Risk Factors – Our funding requirements and
the proposed deployment of Net Proceeds are based on management estimates and we have not entered into any definitive
arrangements to utilize certain portions of the Net Proceeds of the Offer.” and “Risk Factors – We intend to utilize ₹ 12,264.27
million of the Net Proceeds to fund our capital expenditure requirements to expand the Ola Gigafactory’s manufacturing
capacity. We have relied on the quotations received from third parties in estimating such capital expenditure requirements and
such project has not been appraised by any bank or financial institution or any other independent agency.” on page 40.
Details of the Objects
1. Capital expenditure to be incurred by our Subsidiary, OCT for expansion of the capacity of our cell
manufacturing plant (Ola Gigafactory) from 5 GWh to 6.4 GWh, classified as phase 2 under the expansion plan
(the “Project”)
The Government of India has approved the Production Linked Incentive (“PLI”) Scheme for National Programme on Advanced
Chemistry Cell (“ACC”) Battery Storage for implementation of giga-scale ACC manufacturing facilities in India (“PLI ACC
Battery Storage Scheme”) which was notified on June 9, 2021. This scheme envisages setting up of a cumulative ACC
manufacturing of 50 GWh for ACCs and an additional cumulative capacity of 5 GWh for Niche ACC technologies of higher
performance with a minimum threshold capacity of 500 MWh. Through the PLI ACC Battery Storage Scheme the Government
of India proposes to incentivise potential domestic and overseas investors to set-up giga-scale ACC manufacturing facilities in
India. For further details, see “Key Regulations and Policies - Production Linked Incentive (“PLI”) Scheme for National
Programme on Advanced Chemistry Cell (“ACC”) Battery Storage for Implementation of Giga-scale ACC Manufacturing
Facilities in India (“PLI ACC Battery Storage Scheme”)” on page 192.
In furtherance to the aforesaid scheme, we are building our Ola Gigafactory in Krishnagiri district located in Tamil Nadu, India,
pursuant to a Memorandum of Understanding that we have signed with the State Government of Tamil Nadu (“MoU”) dated
February 18, 2023. We believe that in developing our in-house cell manufacturing capabilities, we will be able to gain greater
control over the quality, supply and cost of our batteries and EVs. The Ola Gigafactory will be located within proximity to our
Ola Futurefactory. Phase 1(a) of the Ola Gigafactory is expected to be completed and the Ola Gigafactory is expected to be
operational by March 31, 2024.
The Ola Gigafactory will be set up and expanded in phases as set out below:
98
Sl. No. Phase Cumulative capacity* Expected date of completion and
operationalisation*
1. Phase 1(a) 1.4 GWh March 2024
2. Phase 1(b) 5 GWh October 2024
3. Phase 2 6.4 GWh April 2025
4. Further phases 20 GWh Quarter 2 of CY 2026
*In terms of D&B Report
Phase (1)(a) and Phase (1)(b) of the set up and expansion of the Ola Gigafactory will be funded from internal accruals and long-
term borrowings availed by OCT. As on the date of this Draft Red Herring Prospectus, the construction work for setting up of
the Ola Gigafactory has begun and majority of the machinery and equipment for Phase 1(a) has already been ordered, and
would be arriving from December, 2023 onwards in terms of the D&B Report.
A portion of the Net Proceeds from the Fresh Issue aggregating to ₹ 12,264.27 million shall be utilised for funding the Project.
The board of OCT and the Board of our Company pursuant to their resolutions each dated December 22, 2023, respectively,
have consented and taken note, respectively, that an amount of ₹ 12,264.27 million is proposed to be funded for capital
expenditure from the Net Proceeds towards the Project. As a part of the Project, we require investment in (a) construction; (b)
production equipment; (c) utilities and other equipment; and (d) contingency.
Land
The facilities for which the Project is being undertaken are situated on land parcels which are procured on lease hold basis by
OCT from SIPCOT. The land parcels of 103.89 acres have been leased out by SIPCOT for a period of 99 years pursuant to the
lease deed dated January 31, 2023 executed between SIPCOT and OCT. No further land acquisition will be done by OCT for
the Project. The details of the land parcels are as follows:
S. No. Location Address
1. SIPCOT Industrial Complex, Plot 101-105 in the SIPCOT Industrial Complex, Bargur, Tamil Nadu
Bargur, Tamil Nadu
Our Promoter, Directors, Key Managerial Personnel and Senior Management Personnel do not have any interest in the land on
which this Project is being built. The proceeds of the Offer shall not be utilised for acquisition of land.
Estimated cost of the Project
Based on the D&B Report, the total estimated cost for the Project is ₹ 12,264.27 million. We intend to fund the entire cost of
the Project from the Net Proceeds from the Fresh Issue. Accordingly, we confirm that there are no requirements to make firm-
arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR Regulations through verifiable means towards at least
75% of the stated means of finance, excluding the amount to be raised from the Fresh Issue.
The detailed break-up of such estimated cost as per the D&B Report is set forth below:
Particulars Total estimated cost
(in ₹ million)
Construction 6,292.21(1)
Production equipment 4,190.50(2)
Utilities and other equipment 1,197.54(3)
Contingency 584.01
Total cost of the Project 12,264.27
(1) Includes ₹ 959.83 million as taxes
(2) Includes ₹ 991.16 million as taxes
(3) Includes ₹ 176.65 million as taxes
As on the date of this Draft Red Herring Prospectus, our Company has not deployed any funds towards the Project. The detailed
break-down of estimated cost for the Project in terms of the D&B Report, is set forth below:
99
S. No. Vendor Particulars and segment Total estimated cost (₹ Date of Quotation Period of validity, as applicable
million)
Construction
1. Integrated Cleanroom Dry room: Price for design, supply, installation, testing, commissioning 911.25 November 7, 2023 May 31, 2024
Technologies Private Limited and validation etc.
2. ABS Fujitsu General Private Building: Mechanical, electrical and plumbing package (MEP). 1,450.00 November 7, 2023 January, 2025
Limited
3. Advance Cooling Towers Building: Induced draught control flow cooling tower etc. 15.75 November 7, 2023 90 days
Private Limited
4. Bhumiputra Projects Building: Architectural services and landscape design services 67.20 July 20, 2023 March, 2024
5. Dunham-Bush Industries Sdn Water-cooled centrifugal chillers etc. 144.03^ November 7, 2023 May, 2024
Bhd
6. Domestic vendor Gigafactory – Budgetary proposal for detailed designed services 102.00 August 8, 2023 December 31, 2024 (for rates/ fees)
7. Domestic vendor Project Management Services 42.15 November 16, 2023 Three months from the date of the proposal
8. Ocean Lifespaces India Private Building: Main Cell Plant 2,600.00 November 7, 2023 NA
Limited
9. Taxes as applicable 959.83
Total (A) 6,292.21
Production equipment
1. The Bonnot Company Plant and Machinery (“P&M”): CT 4 Series etc. 25.59^ August 11, 2023 180 days
2. Idex India Private Limited P&M: Underdriven Comil Model U30 etc. 3.32 November 7, 2023 Valid till 90 days from the date of the
quotation
3. Sturtevant Inc. P&M: Sturtevant 24” Micronizer Batch System etc. 29.82^ November 7, 2023 NA(1)
4. Overseas vendor P&M: Slitting machine, vacuum drying line, winding machine & 2,312.96^ November, 2023 May, 2024
unloading machine, conveyor line, etc.
5. Overseas vendor P&M: Cathode mixing system – 1, Anode mixing system – 1 827.65^ December, 2023 May, 2024
6. Taxes as applicable 991.16
Total (B) 4,190.50
Utilities and other equipment
1. Dr. Schenk GmbH Lab equipment: Foil coating inspection system after calendar etc. 88.14^ August 01, 2023 May, 2024
Industriemesstechnik
2. Verder Scientific Private Lab equipment: High precision mercury intrusion porosimeters etc. 8.43 November 8, 2023 End of May, 2024
Limited
3. Tamil Nadu Generation and Earnest money deposit and development charges 59.20 NA NA
Distribution Corporation(2)
4. Micro-Epislon Messtechnik Lab equipment: Thickness control etc. 20.96^ November 8, 2023 May 3, 2024
GmbH & Co. KG
5. Voltamp Transformer Limited Power transformer and dry transformers 48.15 November 10, 2023 End of March, 2024
6. Novus Hi-Tech Robotic RM Warehouse & autonomous mobile robots (“AMR”) system: Bottom 32.31 November 8, 2023 Valid till 90 days
Systemz Private Limited jack type etc.
7. Atlas Copco (Wuxi) Capital expenditure: Atlas copco make inter alia compressor models, 75.94 November 8, 2023 60 days from the date of the offer
Compressor Co. Limited heated blower plunge type model, air receiver etc.
8. Atlas Copco (Wuxi) 46.05^
Compressor Co. Limited
9. Ion Exchange (India) Limited Capital expenditure: supply, erection & commissioning 152.00 November 5, 2023 May, 2024
10. Neware Technology Limited Lab equipment: Neware battery testing equipment etc. 57.18^ November 10, 2023 May, 2024
100
S. No. Vendor Particulars and segment Total estimated cost (₹ Date of Quotation Period of validity, as applicable
million)
11. Godrej Koerber Supply Chain RM Warehouse & AMR system: Complete automated storage and retrieval 77.30 November 9, 2023 90 days from the date of the proposal
Limited system etc.
12. Ocean Lifespaces India Private IT Infrastructure: IT Hardware, CCTV, WiFi and Firewall, Data Center, 303.00 September 21, 2023 NA
Limited etc.
13. Carl Zeiss India (Bangalore) Lab equipment: ZEISS microscope etc. 52.23^ November 9, 2023 120 days
Private Limited
14. Taxes as applicable 176.65
TOTAL (C) 1,197.54
Contingencies
1. Contingencies - 584.01 - -
Total (D) 584.01
TOTAL (A+B+C+D) 12,264.27
(1) Subject to price changes without notice post 90 days from the date of the quotation
(2) Letter from Tamil Nadu Generation and Distribution Board dated August 2, 2023
^The quotations for certain equipment are in foreign currencies such as EUR and USD. In terms of the D&B Report, the conversion rates as of November 30, 2023: (a) USD 1.00 = ₹ 83.35; (b) EUR 1.00 = ₹ 90.74. (Source: D&B
Report)
101
I. Construction
Building and civil works for the construction for Project includes civil and structural construction for the Project
and also construction of buildings and dry room. The total estimated cost for construction is ₹ 6,292.21 million
(including applicable taxes). The construction plan for the Project is scheduled between May, 2024 and February,
2025.
The amount of Net Proceeds being utilised for construction under the proposed Project, is a strategic financial
decision and by allocating certain portion of the Net Proceeds for construction for the Project, OCT will not only
meet our immediate requirements for the Project but also meet the requirements for further expansion to 20 GWh,
as proposed above.
II. Production equipment
The amount to be spent and machinery and equipment to be procured by OCT will depend upon business
requirements and technology advancement. We propose to utilise ₹ 4,190.50 million (including applicable taxes)
from the Net Proceeds towards purchase of production equipment which would consist of inter alia mixing &
dosing system, coating & calendaring, drying, slitting, electrolyte filling, cell finishing.
III. Utilities and other equipment
Utilities and other equipment that would be required for the Project consist of inter alia lab equipment, warehouses
and autonomous mobile robot (“AMR”) systems, information technology infrastructure, etc, which will be
purchased from various vendors. The total estimated cost for utilities and other equipment is ₹ 1,197.54 million
(including applicable taxes).
IV. Contingencies
A contingency of ₹ 584.01 million towards any increase in cost due to revision in labour/ material price along
with cost of miscellaneous plant & machinery or utilities required during implementation period, apart from pre-
operative expenses for manpower (labour, staff, security, etc.) cost has been provided in terms of the D&B Report.
All quotations received from the vendors mentioned above are valid as on the date of this Draft Red Herring
Prospectus. However, we have not entered into any definitive agreements or placed orders with any of these
vendors and will do so at an appropriate time when the construction phase is near completion. Hence, there can
be no assurance that the same vendors would be engaged to supply the equipment or at the same costs at the time
of placing such orders. The quantity of equipment to be purchased is based on the present estimates of our
management. OCT shall have the flexibility to deploy such equipment and machinery being procured in our
Gigafactory, according to the business requirements of such facilities and based on the estimates of our
management.
Government approvals
In relation to the construction of Ola Gigafactory (including for the Project), we are required to obtain certain pre-
construction and post-construction approvals such as licenses under the Factories Act, 1948, consent to establish
from the Tamil Nadu State Pollution Control Board under the Air (Prevention and Control of Pollution) Act, 1981
and Water (Prevention and Control of Pollution) Act, 1974, no-objection certificates from fire safety authorities,
which are routine in nature.
While construction and set up for phase 1(a) has commenced in terms of the target date of operationalisation, as
provided in “-Details of Objects - Capital expenditure to be incurred by our Subsidiary, OCT for expansion of
the capacity of our cell manufacturing plant (Ola Gigafactory) from 5 GWh to 6.4 GWh, classified as phase 2
under the expansion plan (the “Project”)”, the construction for the Project has not commenced as on the date of
this Draft Red Herring Prospectus and accordingly, OCT undertakes to file applications for obtaining all final
approvals as applicable for the Project, with the relevant authorities at the appropriate stage. In the event of any
unanticipated delay in receipt of such approvals, the proposed schedule of implementation and deployment of the
Net Proceeds may be extended or vary.
We will finance OCT towards the Project in Fiscals 2025 and 2026, either in the form of debt or in equity, which
will be determined by our Company at the time of making such investment, as the form of financing has not been
finalized as on the date of this Draft Red Herring Prospectus. OCT does not have any stated dividend policy and
our Company cannot be assured of any dividends from such investment. Our Company will remain interested in
102
OCT, which is our wholly owned Subsidiary, to the extent of our shareholding, or as a lender if funds are deployed
in the form of debt. We believe that investment in OCT in furtherance of the above-stated object will enable us to
compete effectively, have better control in manufacturing and costs, increase our visibility and expand our existing
consumer base.
Power and water requirements for the Ola Gigafactory
OCT has signed an agreement dated June 12, 2023 with SIPCOT Industrial Park, Bargur, Pochampalli, Tamil
Nadu, for supply of 800,000 litres of water per day to the Ola Gigafactory. Further, it is liasoning with the Tamil
Nadu Generation and Distribution Corporation for power supply in relation to the Project.
2. Repayment or pre-payment, in full or part, of the indebtedness incurred by our Subsidiary, OET
Our Subsidiary, OET, has entered into financing arrangements amounting to ₹14,050.00 million with Bank of
Baroda, Axis Bank Limited and YES Bank Limited (together “Identified Loans”). As on October 31, 2023, our
aggregate outstanding borrowings amounted to ₹ 8,602.94 million on a consolidated basis.
We propose to utilise an estimated amount of ₹8,000.00 million from the Net Proceeds towards repayment/
prepayment, of the Identified Loans, which are working capital loans, letter of credit and overdraft facilities
availed by OET. The repayment/ prepayment, will help reduce our outstanding indebtedness, assist us in
maintaining a favourable debt-equity ratio and enable utilisation of some additional amount from our internal
accruals for further investment in business growth and expansion. In addition, we believe that since our debt-
equity ratio will improve, it will enable us to raise further resources at competitive rates and additional funds/
capital in the future to fund potential business development opportunities and plans to grow and expand our
business in the future. Further, OET may repay/ prepay or refinance the Identified Loan(s) or replace the Identified
Loan(s) with loan(s) from one or more financial institutions in the ordinary course of business prior to filing of
the Red Herring Prospectus. Given the nature of Identified Loans and the terms of repayment/prepayment, the
aggregate outstanding borrowing amounts may vary from time to time. However, the aggregate amount to be
utilised from the Net Proceeds towards repayment/ prepayment of the Identified Loans, in part or in full, would
not exceed ₹8,000.00 million.
The following table sets forth details of Identified Loans drawn down by our Subsidiary, OET which we may
repay/prepay, all or in part, from the Net Proceeds:
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Name of the Nature of Amount Amount Applicable Tenor Repayment Purpose(2) Prepayment penalty/ conditions
lender borrowing sanctioned outstanding rate of schedule
as on as on interest as at
October 31, October 31, October 31,
2023 (in ` 2023(1) (in ` 2023
million) million)
Bank of Working 6,100.00 4,201.40 8.75% Maximum tenor On demand Working For working capital demand loan (“WCDL”) tenor
Baroda(4) Capital (0.10% over of 6 months capital up to six months 1% on annualized basis on the
Demand tenor based requirement amount pre-paid subject to minimum notice period
Loan(3) MCLR with of seven days is applicable in case of WCDL
SP (0.25%)) prepayment before the due date
Axis Bank Working 1,500.00 1,250.00 9.25% Maximum tenor On demand Working OET may prepay any of the outstanding tranches
Limited(4) Capital (1 month of 180 days capital in part or full, subject to payment of prepayment
Demand Loan MCLR + requirement premium of 1% of the amount prepaid.
0.30% )
YES Bank Working 1,450.00 1,056.80 9.40% 3 months On demand Working Nil
Limited Capital (1 month capital
Demand Loan MCLR + requirement
0.35%)
Axis Bank Overdraft 5,000.00 2,094.74 8.95% 1 year On demand Working Not applicable
Limited(4) (FD/OD) 1 month capital
MCLR requirement
Total 14,050.00 8,602.94
1) The amount outstanding as on October 31, 2023, has been certified by our Auditors, by way of their certificate dated December 22, 2023
2) Pursuant to a certificate dated December 22, 2023 issued by our Auditors, they have reported that the amounts drawn down under the aforementioned borrowings have been utilised towards the purpose for
which such borrowings were sanctioned as per the procedures performed by them detailed in their certificate.
3) Amount sanctioned as on October 31, 2023 includes ` 3,950 million of working capital demand loan and ` 2,150 million of Letter of Credit - (Inland/ Foreign – Documents against Payment (DP)/ Documents
against acceptance (DA) - 120 days/ Usance Payable at sight Letter of Credit (UPAS LC)/ Standby Letter of credit (SBLC)/ Foreign Bank Guarantee (FBG) for Trade Credit, as two way interchangeability
between fund Based Working Capital limit to Non-Fund Based Working Capital limit to full extent is allowed.
4) Axis Capital Limited and BOB Capital Markets Limited are appointed as a Book Running Lead Managers to the Offer and are related to Axis Bank Limited and Bank of Baroda, respectively. However, on
account of this relationship, Axis Capital Limited and BOB Capital Markets Limited, respectively, do not qualify as an associate of our Company in terms of Regulation 21(A)(1) of the SEBI Merchant Bankers
Regulations read with Regulation 23(3) of the SEBI ICDR Regulations. Further, in this connection, please note that the loan provided by Axis Bank Limited and Bank of Baroda to OET is part of the ordinary
course of their lending business. Accordingly, there is no conflict of interest in terms of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended or any other applicable
law.
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For details of security provided for the abovementioned borrowings availed by our Company, see “Financial Indebtedness”
beginning on page 336.
The repayment/prepayment of the Identified Loans (excluding interest accrued thereon) shall be based on various factors including
(i) any conditions attached to the borrowings restricting our ability to prepay the borrowings and time taken to fulfil such
requirements; (ii) levy of any prepayment penalties and the quantum thereof; (iii) provisions of any law, rules, regulations governing
such borrowings; and (iv) other commercial considerations including, among others, the interest rate on the loan facility, the amount
of the loan outstanding and the remaining tenor of the loan. Prepayment penalty or premium, if any, and other related costs shall be
made by us out of the Net Proceeds of the Offer.
In addition to the above, we may, from time to time, enter into further financing arrangements and draw down funds thereunder.
We will finance OET towards this aforesaid object in Fiscal 2025, either in the form of debt or in equity, which will be determined
by our Company at the time of making such investment, as the form of financing has not been finalized as on the date of this Draft
Red Herring Prospectus. OET does not have any stated dividend policy and our Company cannot be assured of any dividends from
such investment. Our Company will remain interested in OET which is a wholly owned Subsidiary of our Company, to the extent
of our shareholding, or as a lender if funds are deployed in the form of debt. We believe that investment in OET in furtherance of
the above-stated object will enable us to compete effectively, increase our visibility and expand our existing consumer base.
3. Investment into research and product development
R&D and technology is at the core of our business model with a focus on in-house product innovation. We undertake R&D activities
in India, the UK and the US focused on designing and developing new EV products and core EV components, such as battery packs,
motors and vehicle frames. In addition, we operate a BIC in Bengaluru, India that is focused on developing cell technology and
manufacturing processes for our forthcoming cell manufacturing operations at the Ola Gigafactory. Certain of our Subsidiaries,
namely OET, OCT, OEM US and OEU, are engaged in R&D, demonstrating our commitment to innovation and advancement.
Our business model is vertically integrated across R&D and technology, manufacturing, sales, service and charging facilities. We
design and engineer certain core EV components and software which operates and integrate the EV systems. This enables the
development of an adaptable platform architecture for use in our different EV models under development and in the future. This
adaptable platform architecture leverages common elements, such as our modular electric powertrain, electronics and software, to
develop and design new EV models. This reduces our product development costs and time-to-market.
Our R&D centres (including the BIC) are staffed with engineers, researchers, scientists, data scientists, PhD scholars and other
professionals with electrical, electronics, chemical, automotive, mechanical and vehicle, software engineering qualifications and
automotive experience, as applicable, in vehicle product development, designing, engineering and manufacturing. Our commitment
to technology and innovation is reflected in our pool of 902 engineers, while approximately 23.81% of our on-roll employees
(including scientists and engineers) are dedicated to R&D across product development, vehicle and software engineering, vehicle
design and cell development, as of October 31, 2023.
Our product launches
Pursuant to our research and product development capabilities, we have delivered four products and additionally announced six
new products since our first product announcement in August 2021. We commenced delivery of our first EV model, the Ola S1
Pro, in December 2021. This was followed by the delivery of the Ola S1 in September 2022, the Ola S1 Air in August 2023 and the
Ola S1 X+ in December 2023. On August 15, 2023, we announced other new EV scooter models, the Ola S1 X (2 kWh) and the
Ola S1 X (3 kWh), in addition to the Ola S1 X+, as well as a line-up of motorcycles comprising four models, Diamondhead,
Adventure, Roadster and Cruiser. We plan to commence delivery of the Ola S1 X (2 kWh) and the Ola S1 X (3 kWh) by the first
half of Fiscal 2025 and the motorcycles in the first half of Fiscal 2026.
Our investment into research and product development
Research and product development consist of additions to intangible assets under development and research cost for the Fiscal Year/
period. We invest heavily into research and product development for our EV products, including cell. Our investment into research
and product development comprises of (i) manpower costs; and (ii) non-manpower costs. We have incurred the following manpower
and non-manpower costs in the past:
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(in ₹ million)
Period Manpower cost Non-manpower cost
Fiscal 2022 1,130.30 628.10
Fiscal 2023 2,183.33 2,893.78
As of three-month period ended June 30, 2023 555.16 380.37
A brief description of these components is covered below:
(i) Manpower costs
Recruiting and retaining qualified and experienced individuals is a critical aspect of our growth and innovation. Our
manpower costs comprise of the following:
- payment of salaries to our engineers, research scientists, designers, data scientists, PhD scholars and other professionals
employed by the respective Subsidiaries, for the vehicle design, vehicle engineering, software development and cell
development related functions; and
- payment of salaries to off-roll employees, assisting us in our research and product development efforts. We require
individuals on off-roll basis inter alia for simulation related work streams, and other engineering functions, at a few
specific stages. Since, we do not have such R&D requirements on a regular basis, we prefer having individuals employed
in off-roll basis for such stages, as required.
Below are the details of our on-roll and off-roll employees in our research and product development teams:
Period On-roll employees Off-roll employees Total strength of the
teams
As of March 31, 2022 500 107 607
As of March 31, 2023 801 125 926
As of June 30, 2023 844 71 915
As of October 31, 2023 889 85 974
Our research and product development team focuses on the following areas of research and product development:
Vehicle design: The vehicle design team (“Design Team”) is responsible for the aesthetics and overall appearance of our
EVs. They work closely with industrial designers, automotive engineers, mechanical engineers to create a visually appealing
and attractive design. The Design Team performs research and works closely with the product planning team to support the
category definition and product attributes and with the vehicle engineering team on vehicle architecture definition. The
Design Team also performs competition benchmarking and detailed research to understand the user and product market from
a design perspective. The evolution of the design starts from several concept sketches and renderings based on the product,
customer and design brief. The theme is then refined using virtual tools and physical full-scale models, subsequently the
same is released to the vehicle engineering team for prototyping, and subsequently, for manufacturing.
Vehicle engineering: The vehicle engineering team (“VE Team”) is involved in the technical aspects of developing our
EVs. The team focuses on various engineering inputs such as electrical, mechanical and systems engineering. The VE Team
is responsible for designing and integrating all the components and systems of our EVs to ensure optimal performance, safety
and reliability. The VE Team works on key areas such as inter alia powertrain design, battery management system, electric
motor integration, chassis design, suspension, braking systems and overall vehicle dynamics. They conduct engineering
analysis, simulations, and testing to ensure that the vehicle meets the required performance standards, efficiency targets,
safety requirements and regulatory compliance. The VE Team performs certain research and simulations before working on
the prototype which includes inter alia: (a) fundamental physics; (b) benchmarking; (c) market analysis; and (e) technology
innovation.
The VE Team is involved in all the stages of product development, i.e., from concept to industrialization. The VE Team
works closely with the Design Team in the concept phase to ensure that the design themes can be engineered to meet the
final product intent. In the vehicle engineering phase, a combined approach involving use of first principles thinking,
technology trends and intensive benchmarking is done by the team to arrive at vehicle and system level targets. In the
industrialization phase, the team works collaboratively with the manufacturing teams to ensure the final product meets all
the intended targets.
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Software development: Our EVs operate on our in-house MoveOS operating system which controls the vehicle’s features,
driving modes and performance. In September 2023, we launched MoveOS version 4, as a beta roll-out, which includes
various new features such as navigation powered by Ola Maps (owned by Geospoc Geospatial Services Private Limited, a
Promoter Group company), call feature, ‘find my scooter’, geofencing, time fencing, anti-theft alert, fall detection, hill hold,
auto turn-off indicators, ride journal and energy insights. For further details on the MoveOS software see, “Our Business”
on page 153. In order to develop the aforesaid software for our EVs, the following activities inter alia are performed by the
software development team: (i) software architecture design in close alignment with other technology and manufacturing
functions; and (ii) software development in multiple technologies and programming languages.
Cell development team: Cell technology development is making EVs comparable to or better than their internal combustion
engine counterparts, in terms of speed, range, and energy efficiency, as per the Redseer Report. We believe cell technology
is at the core of our EVs and is responsible for delivering performance and we are undertaking development of cell
technology inhouse, which we have thus far outsourced from third parties. We operate our cell R&D facility, the BIC, in
Bengaluru, India. The BIC is focused on developing cell technology and manufacturing processes for our forthcoming cell
manufacturing operations at the Ola Gigafactory. The BIC is equipped with equipments and a team of qualified researchers
and engineers who work on material synthesis and science, cell manufacturing technology and material characterization,
prototyping and testing. Additionally, we have a team inter alia comprising of system electrochemists, process engineers,
data scientists, cell testing engineers, intellectual property experts and laboratory safety professionals (“Cell Development
Team”). Our Cell Development Team has been working on improving the chemistry of the cells for better output or energy
density and our efforts have also been towards achieving manufacturability of the cells. We have also developed the
preliminary design of a 4680 cell in-house at BIC, for which testing is in progress and we expect to manufacture cells at the
upcoming Ola Gigafactory.
(ii) Non-manpower costs
Investments into research and product development also include non-manpower costs which comprise of the following:
- licensing, testing, validation and other miscellaneous expenses.
A brief description of these cost components is as below:
Costs on licensing, testing, validation and other expenses: We apply industry standards in testing and validation.
Additionally, we undertake pre-production tests on specific batches of vehicles such as testing the battery pack under
different temperatures and conduct post-assembly tests on our manufactured vehicles, such as cell charging and discharging
tests. As of October 31, 2023, we had accumulated over 13.70 million kilometers of road tests for our products. We have
implemented quality control protocols, before distributing our EVs into the market. We engage with third parties for
prototyping, procuring testing materials, homologation, riders costs to test vehicles, consultants, etc. Our products are
certified by organizations, including Automotive Research Association of India for the Ola S1 Pro and its variants and
International Centre for Automotive Technology for Ola S1 Pro (second generation).
Historical experiences of amounts incurred towards investments into research and product development
The R&D technology related investments have been accounted for under two broad heads in our Restated Consolidated Financial
Information as follows:
(i) Intangible assets under development (capitalized in our Statement of Assets and Liabilities for the respective periods); and
(ii) Research costs (accounted for in our Statement of Profit & Loss of the respective periods).
The details of costs accounted for the below periods and a brief explanation is as below:
(in ₹ million)
Period Additions to intangible Research cost*^ (B) Total spends towards Research and product
assets under research and product development as a % of
development* (A) development Revenue from
(C=A+B)* Operations
For the year ended March 1,601.50 156.90 1,758.40 47.09
31, 2022 (91.08%)(1) (8.92%)(1)
For the year ended March 4,216.29 860.82 5,077.11 19.30
31, 2023 (83.05%)(1) (16.95%)(1)
For the three-months 827.35 108.18 935.53 7.53
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Period Additions to intangible Research cost*^ (B) Total spends towards Research and product
assets under research and product development as a % of
development* (A) development Revenue from
(C=A+B)* Operations
period ended June 30, (88.44%)(1) (11.56%)(1)
2023
* Research and product development consist of (A) additions to intangible assets under development and (B) research cost for the period/ Fiscal Year. Intangible
assets under development are capitalised expenses in the Restated Consolidated Financial Information.
^Expenditure on research activities are recognised in the statement of profit and loss of the Restated Consolidated Financial Information. For further details see,
“Restated Consolidated Financial Information – Notes forming part of the Restated Consolidated Financial Information – Note 29: Other Expenses” on page 283.
(1) As a percentage of the total spends on research and product development
Intangible assets under development: Intangible assets under development for Fiscal 2022, 2023, and three-months period ended
June 30, 2023 primarily included:
(i) Scooters (S1 Pro Generation 2, S1 Air, S1 X and others) - The intangibles include expenses incurred on the design and
development of two wheeler (2W) scooters which comprises cost of manpower in development of vehicle design and
engineering, materials and services used in testing activities, prototype tooling cost etc.
(ii) Move OS 4 software - The intangibles include expenses incurred on the development of Move OS 4 vehicle software which
comprises of cost of manpower in development of software features and cost of software licenses;
(iii) Four-wheelers - The intangibles include expenses incurred on the design and development of four-wheelers (4Ws) which
comprises cost of manpower in development of vehicle design and engineering, materials and services used in testing
activities, prototype tooling cost etc.
(iv) Battery Cell - The intangibles include expenses incurred on the battery cell design and development which comprises cost
of manpower in development of cell design and engineering, materials and services used in testing activities, prototypes cost,
etc.
(v) Hyper-chargers - The intangibles include expenses incurred on the hyper chargers design and development which comprises
cost of manpower in development of cell design and engineering, materials and services used in testing activities, prototypes
cost, etc.
(vi) Bikes (Diamond Head, Cyber Racer, Roadster, Cruiser and Adventure) - The intangibles include expenses incurred on the
design and development of bikes which comprises cost of manpower in development of vehicle design and engineering,
materials and services used in testing activities, prototype tooling cost etc.
For further details, see “Restated Consolidated Financial Information – Notes forming part of the Restated Consolidated Financial
Information – Note 6B: Intangible assets under development” on page 269.
Research costs: In terms of IND AS 38, research is defined as original and planned investigation undertaken with the prospect of
gaining new scientific or technical knowledge and understanding.
Outlook towards investment into research and product development relating to our EV and cell offerings
Two wheelers (“2W”) are at the forefront of automotive electrification in India as Indian consumer is sensitive to initial vehicle
price. Electric 2W adoption has grown rapidly to form ~5.1% of 2W registrations in H1 FY 2024, primarily led by scooters.
Moreover, EVs are likely to account for almost half of the domestic 2W sales volumes by FY 2028. E2W OEMs are also well
placed to serve the exports opportunity of 100-110 Mn 2W units. Select E2W OEMs with greater control over manufacturing
technology can also leverage the EV know-how to capture domestic E4W opportunity, taking their overall TAM to ~`8.0 – 9.1 Tn
(US$100 to 115 Bn) in the Redseer Report. Moreover, according to the Redseer Report, the Government of India has also been
giving impetus to technologically advanced automotive manufacturing in India through the Cell and Automotive PLI Schemes and
the FAME schemes. For more details see “Our Business – Our Competitive Strengths – Eligibility for EV-related government
incentives leading to cost advantages” on page 163.
We believe we will continue to require sustained investment in research and product development activities to stay competitive and
be innovative in our EV related offerings and development of cell and manufacturing technology. According to the Redseer Report,
innovations in cell chemistry have been (and will continue to be) core to EV adoption globally (making EVs comparable to internal
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combustion engine vehicles in terms of both performance and costs). We monitor technological developments and global standards
in our industry, customer requirements as well as competitive landscape to determine the technological enhancements, new features
and functionalities required with respect to our existing products as well as new products. We also assess the prospective return on
our investment, growth opportunities, as well as the costs and resources necessary for research and development efforts.
As a part of our business strategy, we propose to continue investing into research and product development and leverage our R&D
and technology for developing our:
• motor and drivetrain;
• cell technology and cell manufacturing;
• battery pack and battery management system;
• software, including MoveOS;
• electronics architecture;
• manufacturing technology for EVs; and
• vehicle engineering and vehicle design
The board of our Company pursuant to the resolution dated December 22, 2023 has estimated that a sum of ₹ 16,000.00 million out
of the total Net Proceeds will be required for investment into research and product development over the next three years. The
proposed schedule of deployment of funds is as follows:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2026 Fiscal 2027 Total
Investment into research 4,500.00 5,500.00 6,000.00 16,000.00
and product development
Based on our business requirements, we will finance our respective Subsidiaries which are carrying out R&D and technology for
our research and product development efforts, in Fiscals 2025, 2026 and 2027, either in the form of debt or in equity, which will be
determined by our Company at the time of making such investment, as the form of financing has not been finalized as on the date
of this Draft Red Herring Prospectus. The Subsidiaries in which the aforesaid investments will be undertaken does not have any
stated dividend policy and our Company cannot be assured of any dividends from such investment. Our Company will remain
interested in such Subsidiaries (which are wholly owned as on the date of this Draft Red Herring Prospectus), which is carrying out
R&D and technology for our research and product development efforts, to the extent of our shareholding, or as a lender if funds are
deployed in the form of debt. We believe that investment in such Subsidiaries in furtherance of the above-stated object will enable
us to compete effectively, have better control in manufacturing and costs, increase our visibility and expand our existing consumer
base.
4. Expenditure to be incurred for organic growth initiatives
We intend to utilize ₹3,500.00 million out of the Net Proceeds towards funding business expansion through organic growth
initiatives, through investment in our Subsidiary, OET for (i) payment of rental expenses for our existing experience centres; (ii)
Expansion of new experience centres; (iii) Expansion of network of hyper charger guns, as below:
I. Payment of rental expenses for our existing experience centres
We operate our own Direct-to-Customer (“D2C”) omnichannel distribution network comprising 935 experience centres (“ECs”)
situated across India as on October 31, 2023. The first EC, which was initially operated and managed by Ola Fleet Technologies
Private Limited (“OFT”), a subsidiary of our Promoter Group entity ANI Technologies Private Limited and our Group Company,
was opened in September 2022. Subsequently, the ECs which were earlier managed and operated by OFT, were transferred to our
Subsidiary, OET with effect from July 1, 2023.
ECs play a pivotal role in addressing what we believe is a key consumer need, i.e., the touch-and-feel experience. Our ECs are
equipped with inter alia test ride scooters and some of our ECs also have charging infrastructure which influences purchasing
decisions. The ECs are also play a vital role to achieve our strategy of strengthening our D2C omnichannel network across sales,
service and charging. For further details see, “Our Business – Our Strategies” on page 164. Since the opening of our first EC in
September 2022, we have expanded our EC network to 935 ECs as on October 31, 2023.
Reasons for operating a company-owned, company-operated EC
• Consistent brand experience: By having our own ECs (as against third party dealership model), we ensure a consistent brand
experience across all touchpoints. From the design aesthetics to service standards, every aspect is curated to reflect the brand
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ethos. This uniformity reinforces brand trust and recognition among customers.
• Agility & adaptability: The company-owned, company-operated model provides agility in adapting to market changes. It
allows us to swiftly implement new product launches, updates and changes in service protocols.
In addition to our online channel, we operate through an offline network of ECs. The location of our ECs is guided by an
understanding of local demographics and consumer behaviour. We prioritize locations based on data insights, ensuring that each
EC caters to a specific micro-market or catchment. This targeted approach enhances footfall and conversion rates to EVs in ECs.
The ECs are normally positioned at locations which are select highstreets with retail and food chain outlets or marketplaces.
Typically, retail rentals are the largest cost in operating such ECs, followed by manpower costs.
A typical EC includes prominently displayed vehicles, informative product literature and trained staff to assist customers. Our ECs
have an average EC size of 1,374 square feet. As on October 31, 2023, 410 out of 935 ECs have a service centre housed within
them.
OET incurred the following cost on rental payments (on the basis of contractual agreements) of our existing ECs (including service
centres which are attached to our ECs) as follows:
Period Total rental cost Total Average rental cost Name of the states/ union territory in which
incurred (in ₹ number of for each EC per ECs are established
million) ECs month (in ₹)
As of July 31, 2023 99.42 916 108,535.00 Odisha, Karnataka, Madhya Pradesh, Maharashtra,
As of August 31, 105.30 934 112,744.00 Rajasthan, Goa, Gujarat, Telangana, Bihar, Kerala,
2023 Uttar Pradesh, Chhattisgarh, Andhra Pradesh,
As of September 30, 105.94 935 113,189.00 Delhi, Punjab, Tamil Nadu, Uttarakhand, West
2023 Bengal, Haryana, Jharkhand, Jammu & Kashmir
As of October 31, 106.03 935 113,283.00 union territory, Assam, Himachal Pradesh,
2023 Chandigarh, Meghalaya, Tripura, Nagaland
As of October 31, 2023, we have paid an average monthly rent of ₹ 102,015 for ECs within a range of 1,300 square feet to 1,400
square feet. Basis our rental agreement for the existing ECs, we have assumed an average inflation rate of 5% in Fiscal 2025 and
Fiscal 2026. Due to this inflation, our rental payments per EC may increase every Financial Year.
II. Expansion of new ECs
We believe there is an opportunity for further growth in the markets in which we operate as well as in new markets, and in order to
build on our track record of expansion, we plan to increase our presence and market share by setting-up new ECs in India.
Below are some of the key considerations while launching & operating our ECs:
a. Operating expenses: Operating ECs involves operational expenses such as, rent, maintenance, utilities, manpower, training,
inventory, marketing, technology systems, security, etc.
b. Data-driven expansion strategy: The expansion of ECs is guided by data-driven insights into consumer behaviour and
preferences. We leverage consumer data from online interactions, including website visits, etc. to identify potential markets for
offline EC expansions. This targeted approach ensures that each new EC is strategically positioned based on an analysis of the
consumer data. This also helps us in identifying cities where we do not have an existing EC and subsequently expand in such
cities.
c. Seamless customer journey: To ensure a seamless customer journey, we incorporate technology into the retail network, and use
customer relationship management platforms for sales and service. Our ECs also enable us to directly collect customer feedback
that is factored into the product development process in order to develop product upgrades and design new products that are
responsive to prevailing customer preferences. These integrations allow customers to transition between digital platforms and
ECs, enhancing satisfaction to the customers.
d. Continuous training programs: Operational efficiency is connected to the performance of our employees. We invest in
continuous training programs for staff for our ECs and such training is undertaken through sales trainers. Such trained staff
contributes to a positive customer experience.
e. Localized marketing: Recognizing the diverse socio-economic and cultural landscape of India, we employ localized marketing
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strategies for smaller cities. This involves organizing region-specific events and tailoring advertising content to resonate with
the unique characteristics of each state. EVs being a category with limited penetration (in terms of the Redseer Report), our
efforts towards proving out-of-store test rides are a significant part of our marketing effort.
f. Community engagement and events: We organize events, workshops and community engagement activities at these locations
from time to time. This fosters a sense of belonging among our customers but also serves as a platform for educating potential
buyers about the benefits of EVs.
We operate our ECs on a leasehold basis. Our ECs have an average EC size of 1,374 square feet (“Average Size EC”).
Utilization of Net Proceeds
We intend to continue to increase the network of our ECs and intend to invest in expansion and establishment of 300 new ECs in
India in Fiscal 2026.
Estimated cost
The sizes and layout of our ECs vary across regions and are dependent on various factors such as availability of suitable locations,
addressable market, lease rentals, competition within a given region or across regions, etc. To arrive at the estimated cost for setting
up an EC:
(i) We have considered the Average Size EC for arriving at the estimated costs for setting-up a new EC; and
(ii) We have taken into account (a) sample quotations on a turnkey basis received from certain contractors and vendors from
whom we have purchased similar items, with a sample size of one EC assuming set up in Financial Year 2025; and (b) our
management and internal estimates for specifications and item requirements, based on our prior experience of setting-up
similar ECs.
The quotations for setting up of a new EC of Average EC Size has been procured from inter alia Sunny Enterprises, JMR Interior,
AK Projects. Accordingly, below are the details of the quotation obtained from Sunny Enterprise:
Date of the quotation Name of the vendor Description Amount including applicable
taxes (in ₹)
November 30, 2023 Sunny Enterprises Branding and interior work for 932,589.00
experience centres
As on the date of this Draft Red Herring Prospectus, we are yet to identify the exact locations or enter into agreements for lease of
properties for setting up the ECs which we intend to utilize the amount from Net Proceeds. Such details will be decided by OET
after conducting an analysis of the demographics, foot falls, lease rentals and other business and market considerations. The above
estimate of number of ECs to be set up is an internal management estimate and based on current business needs. The total number
of ECs that are set up may vary from the above estimates, subject to compliance with applicable law, in light of inter alia changes
in costs, business strategy or external circumstances which may not be in our control.
We have not entered into any definitive agreements or placed any orders with any or all of these contractors / vendors and there can
be no assurance that the above-mentioned contractors / vendors would be eventually engaged to supply the above-mentioned
materials. Our Promoter, Promoter Group, Directors, KMPs or SMPs have no interest in the proposed procurements, as stated above.
III. Expansion of network of hyper charger guns
We are considering expansion of our hyper charger guns by installing additional hyper charger guns in the existing locations where
we have hyper charger guns currently installed and in new locations in India. As on October 31, 2023, our charging network
comprised 224 hyper charger guns across 17 states in India. We believe that a widespread network of charger guns significantly
influences the customers with respect to operational potential of our EVs in positive ways, enhancing confidence and willingness
to purchase EVs.
We have incurred the following historical cost for setting up of hyper charger guns:
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Period Number of hyper charger States in which the Total cost for setting up Average cost of
guns set up hyper charger guns the hyper charger guns setting up the hyper
were set up (in ₹ million) charger guns (in ₹
million)
As of March 31, 2022 16 6 5.39 0.34
As of March 31, 2023 104 16 31.67 0.30
As of three-months period 122 16 36.50 0.29
ended June 30, 2023
The hyper charger guns are typically installed in petrol pumps, office premises, malls, national highways and state highways,
restaurants, ECs etc.
Utilisation of Net Proceeds
As part of our strategy, we intend to build an estimated 900 hyper charger guns over Fiscals 2025 and 2026.
Estimated cost
As of October 31, 2023, the set-up of one hyper charger unit costs ₹0.58 million, which is exclusive of setup cost, etc. Typically,
one unit of hyper charger consists of two hyper charger guns.
Pursuant to a quotation dated November 9, 2023, we have placed an order for procurement of 1,000 units of hyper chargers with
IPEC India Private Limited (“IPEC”). Additionally, we also incur additional costs such as set up and installation cost such as
purchase of parts inter alia junction box, lugs and power cables etc., which is required to run the hyper charger guns (“Setup Cost”).
We have obtained quotations from Cosmo Infrasolutions and Suman Engineering Services, in relation to such Setup Costs.
The details of procuring one hyper charger unit are as follows:
Date of the quotation Name of the Particulars Total amount for Period of validity of the
vendor one unit of hyper quotation
charger (1)
(in ₹ million)
November 9, 2023 IPEC Landed cost of materials: hyper charger 0.49 60 days
and charging posts, harness, parts,
manufacturing costs, forwarding charges
etc.
December 7, 2023 Suman Installation/ setup cost 0.42 NA
Engineering
Services
Total 0.91(2)
(1) One hyper charger unit consists of two hyper charger guns. The quotation is obtained for 1,000 hyper chargers units
(2) Inclusive of applicable taxes
As on the date of this Draft Red Herring Prospectus, we have not placed any orders and paid any amount to IPEC and Suman
Engineering Services, for the procurement of hyper charger guns and Setup Cost pursuant to the aforesaid quotations. Additionally,
other costs such as rentals for setting up such hyper charger guns shall be utilised from the internal accruals.
The number of hyper charger guns which we propose to set up is dependent on various factors such as availability of suitable
locations, addressable market, lease rentals, etc. To internally estimate and to arrive at the estimated cost for setting up a hyper
charger guns we have taken into account sample quotations on a turnkey basis revived from certain contractors and vendors from
whom we have engaged for setting up of hyper charger guns, our management and internal estimates for specifications and item
requirements, based on our prior experience of setting-up similar hyper charger guns. As on the date of this Draft Red Herring
Prospectus, we are yet to identify the exact locations or enter into agreements for lease of suitable properties for setting up the hyper
charger guns pursuant to which we intend to utilize the amount from Net Proceeds. Such details will be decided by OET after
conducting a detailed analysis of the demographics, lease rentals and other business and market considerations. The above estimate
of number of hyper charger guns to be set up is an internal management estimate and based on current business needs. The total
number of hyper charger guns that are set up may vary from the above estimates, subject to compliance with applicable law, in light
of inter alia changes in costs, business strategy or external circumstances which may not be in our control.
Our Promoter, Promoter Group, Directors, KMPs or SMPs have no interest in the proposed procurements, as stated above.
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The board of OET and our Board pursuant to their resolutions dated December 7, 2023 and December 22, 2023, has estimated that
a sum of ₹3,500 million out of the total Net Proceeds will be required from expenditure to be incurred for organic growth initiatives.
We will invest in OET for the purpose of aforesaid organic growth initiatives in Fiscals 2025 and 2026, either in the form of debt
or in equity, which will be determined by our Company at the time of making such investment and has not been finalized as on the
date of this Draft Red Herring Prospectus. OET does not have any stated dividend policy and our Company cannot be assured of
any dividends from such investment. Our Company will remain interested in OET to the extent of our shareholding, or as a lender
if funds are deployed in the form of debt. We believe that investment in OET in furtherance of the above-stated object will enable
us to compete effectively, increase our visibility and expand our existing consumer base.
5. General corporate purposes
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ [●] million towards general corporate purposes, subject
to such amount not exceeding 25% of the Net Proceeds, in compliance with Regulation 7(2) of the SEBI ICDR Regulations. The
general corporate purposes for which our Company proposes to utilise Net Proceeds include strategic initiatives, funding growth
opportunities, maintenance of plants and machineries, meeting exigencies, brand building, repayment of outstanding term loans,
meeting general corporate expenses incurred by our Company, as may be applicable.
In addition to the above, our Company may utilise the Net Proceeds towards other expenditure considered expedient and as approved
periodically by our Board, subject to compliance with necessary provisions of the Companies Act. The quantum of utilization of
funds towards each of the above purposes will be determined by our Board, based on the amount actually available under this head
and the business requirements of our Company, from time to time. Our Company’s management shall have flexibility in utilising
surplus amounts, if any.
Means of Finance
The Objects are proposed to be funded from the Net Proceeds and by utilizing our internal accruals. Accordingly, we confirm that
there is no requirement to make firm arrangements of finance under the SEBI ICDR Regulations through verifiable means towards
at least 75% of the stated means of finance, excluding the Net Proceeds to be raised from the Fresh Issue and existing identifiable
internal accruals, as prescribed under the SEBI ICDR Regulations.
Interim use of Net Proceeds
We, in accordance with the policies formulated by our Board from time to time, will have flexibility to deploy the Net Proceeds.
Pending utilisation of the Net Proceeds for the purposes described above, our Company will temporarily invest the Net Proceeds in
deposits only in one or more scheduled commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934,
as amended, as may be approved by our Board or a duly constituted committee thereof.
In accordance with the Companies Act, 2013, we confirm that we shall not use the Net Proceeds for buying, trading or otherwise
dealing in shares of any other listed company or for any investment in the equity markets.
Bridge Financing Facilities
We have not raised any bridge loans from any bank or financial institution as on the date of this Draft Red Herring Prospectus,
which are proposed to be repaid from the Net Proceeds.
Offer Expenses
The total Offer related expenses are estimated to be approximately ₹ [] million.
Other than (a) listing fees, audit fees of statutory auditors (to the extent not attributable to the Offer) and expenses in relation to
product or corporate advertisements consistent with past practice of our Company which will be borne by our Company; and (b)
fees and expenses in relation to the legal counsel to the Selling Shareholders which shall be borne by the respective Selling
Shareholders, each of our Company and the Selling Shareholders agrees that all costs, charges, fees and expenses associated with
and incurred with respect to the Offer shall be shared among our Company and the Selling Shareholders, on a pro rata basis, in
proportion to the number of Equity Shares issued and Allotted by our Company through the Fresh Issue and the Offered Shares
transferred by each of the Selling Shareholders through the Offer for Sale, in accordance with Applicable Law. For avoidance of
doubt, it is clarified that in the event the Selling Shareholders does not sell any Equity Shares in the Offer, they shall not be liable
to pay any fees or expenses. All such payments shall be made by our Company on behalf of the Selling Shareholders and, each of
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the Selling Shareholders shall reimburse our Company, on a pro rata basis, in proportion to its respective portion of the Offered
Shares, for any documented expenses incurred by our Company on behalf of such Selling Shareholder, subject to receipt of
supporting documents for such expenses upon the successful completion of the Offer. It is further clarified that all payments shall
be made first by our Company and consequently each of the Selling Shareholders severally and not jointly shall reimburse our
Company for its respective proportion of Offer related expenses upon the success of the Offer. It is further clarified that our
Company shall provide requisite supporting documents and other details to the Selling Shareholders to support the Selling
Shareholders’ claims for expense deduction while filing their respective tax returns and shall cooperate in sharing any information
required by the Selling Shareholders during their respective tax assessments. In the event that the Offer is postponed or withdrawn
or abandoned for any reason or in the event the Offer is not successfully completed, all expenses in relation to the Offer including
the fees of the BRLMs and legal counsel and other advisors and their respective reimbursement for expenses which may have
accrued up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement letters,
shall be borne and paid by our Company
The break-up for the estimated Offer expenses are as follows:
Activity Estimated expenses(1) As a % of total As a % of Offer
(₹ in million) estimated Offer size(1)
related expenses(1)
BRLM's fees (including brokerage and selling [] [] []
commission)
Commission/processing fee for SCSBs, Sponsor [●] [●] [●]
Bank and Bankers to the Offer. Brokerage and selling
commission and bidding charges for Members of the
Syndicate, Registered Brokers, RTAs and
CDPs.(1)(2)(3)
Fees payable to Registrar to the Offer [] [] []
Fees payable to the other parties to the Offer^ [] [] []
Others [] [] []
• Listing fees, SEBI filing fees, upload fees, [] [] []
BSE and NSE processing fees, book
building software fees and other regulatory
expenses
• Printing and stationery [] [] []
• Advertising and marketing expenses [] [] []
• Miscellaneous [] [] []
Total estimated Offer expenses [] [] []
^Other parties to the Offer include Statutory Auditors, D&B, Independent Chartered Accountant, B.B. & Associates, Chartered Accountants, Industry agencies,
namely, Redseer, etc. for the services rendered by them for the Offer
(1) Offer expenses include applicable taxes, where applicable. Offer expenses will be finalised on determination of Offer Price and incorporated at the time of filing
of the Prospectus. Offer expenses are estimates and are subject to change.
Selling commission payable to the SCSBs on the portion for RIBs, Non-Institutional Bidders and Eligible Employee Bidders which are directly procured and
uploaded by the SCSBs, would be as follows:
Portion for RIBs* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* [●]% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE.
No processing fees shall be payable by our Company and any of the Selling Shareholders to the SCSBs on the applications directly procured by them.
Processing fees payable to the SCSBs of ₹[●] per valid application (plus applicable taxes) for processing the Bid cum Application Form for Non-Institutional
Bidders which are procured by the members of the Syndicate/sub- Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for blocking.
(3) Brokerage, selling commission and processing/uploading charges on the portion for RIBs (using the UPI mechanism), Eligible Employee Bidders and Non-
Institutional Bidders which are procured by members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1 type accounts-
linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate (including their sub-Syndicate Members) would be
as follows:
Portion for RIBs [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders [●]% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* [●]% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
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The Selling commission payable to the Syndicate / sub-Syndicate Members will be determined on the basis of the application form number / series, provided that
the application is also bid by the respective Syndicate / sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the application form number
/ series of a Syndicate / sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / sub-Syndicate
Member.
In addition to the selling commission referred above, any additional amount(s) to be paid by our Company and Selling Shareholders shall be as mutually agreed
amongst the Book Running Lead Managers, their respective Syndicate Members, our Company and Selling Shareholders before the opening of the Offer.
Uploading Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the applications made by RIBs and Eligible
Employee Bidders using 3-in-1 accounts/Syndicate ASBA mechanism and Non-Institutional Bidders which are procured by them and submitted to SCSB for blocking
or using 3-in-1 accounts/Syndicate ASBA mechanism, would be as follows: ₹ 10 plus applicable taxes, per valid application bid by the Syndicate (including their
sub-Syndicate Members), RTAs and CDPs.
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding terminal id as
captured in the Bid Book of BSE or NSE.
Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIBs, Eligible Employee Bidders and Non Institutional Bidders which
are directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for RIBs* ₹ [●]per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* ₹ [●]per valid application (plus applicable taxes)
Portion for Eligible Employees* ₹ [●]per valid application (plus applicable taxes)
Uploading charges/ Processing fees for applications made by RIBs using the UPI Mechanism would be as under:
Members of the Syndicate / RTAs / CDPs /₹ [●] per valid application (plus applicable taxes)
Registered Brokers
Sponsor Bank(s) ₹ [●] for applications made by UPI Bidders using the UPI mechanism*. The Sponsor Bank(s) shall be responsible for
making payments to the third parties such as remitter bank, NPCI and such other parties as required in connection with
the performance of its duties under the SEBI circulars, the Syndicate Agreement and other applicable laws.
* Based on valid applications
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow and Sponsor Bank
Agreement.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide
a written confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
Monitoring Agency
In terms of the SEBI ICDR Regulations, our Company has appointed [●] as the Monitoring Agency for monitoring the utilisation
of the Net Proceeds. Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Net Proceeds and submit
the report required under the SEBI ICDR Regulations.
Our Company will disclose, and continue to disclose, the utilisation of the Net Proceeds, including interim use, under a separate
head in our balance sheet for such financial years as required under applicable law, specifying the purposes for which the Net
Proceeds have been utilised, till the time any part of the Fresh Issue proceeds remains unutilised. Our Company will also, in its
balance sheet for the applicable financial years, provide details, if any, in relation to all such Net Proceeds that have not been
utilised, if any. Further, our Company, on a quarterly basis, shall include the deployment of Net Proceeds under various heads, as
applicable, in the notes to our quarterly consolidated results.
Pursuant to the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit Committee the uses and
applications of the Net Proceeds. The Audit Committee will make recommendations to our Board for further action, if appropriate.
On an annual basis, our Company shall prepare a statement of funds utilised for purposes other than those stated in this Draft Red
Herring Prospectus and place it before the Audit Committee and make other disclosures as may be required until such time as the
Net Proceeds remain unutilised. Such disclosure shall be made only until such time that all the Net Proceeds have been utilised in
full. The statement shall be certified by the statutory auditor of our Company. Furthermore, in accordance with the SEBI Listing
Regulations, our Company shall furnish to the Stock Exchanges, on a quarterly basis, a statement indicating (a) deviations, if any,
in the actual utilisation of the proceeds of the Fresh Issue from the Objects; and (b) details of category wise variations in the actual
utilisation of the proceeds of the Fresh Issue from the Objects. This information will also be published in newspapers, one in English,
one in Hindi, and one regional language of the jurisdiction where our Registered Office is located, simultaneously with the interim
or annual financial results and explanation for such variation (if any) will be included in our Director’s report, after placing the
same before the Audit Committee.
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Variation in Objects
In accordance with the Companies Act, our Company shall not vary the Objects without being authorised to do so by our
Shareholders by way of a special resolution through a postal ballot. In addition, the notice issued to our Shareholders in relation to
the passing of such special resolution (“Postal Ballot Notice”) shall specify the prescribed details as required under the Companies
Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English, one in Hindi
and one in the regional language of the jurisdiction where our Registered Office is located. In accordance with the Companies Act,
our Promoter will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary the
objects, subject to the provisions of the Companies Act and in accordance with such terms and conditions, including in respect of
pricing of the Equity Shares, in accordance with our Articles of Association, the Companies Act and the SEBI ICDR Regulations.
Other Confirmations
No part of the Net Proceeds will be paid by our Company as consideration to our Promoter, the Promoter Group, our Directors, our
KMPs and SMPs or our Group Companies. There are no existing or anticipated transactions in relation to utilisation of Net Proceeds
with our Promoter, the Promoter Group, our Directors, our KMPs and SMPs.
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BASIS FOR OFFER PRICE
The Price Band will be determined by our Company and the Selling Shareholders, in consultation with the BRLMs, and the Offer
Price will be determined by our Company, in consultation with the Selling Shareholders and the BRLMs, on the basis of assessment
of market demand for the Equity Shares offered through the Book Building Process and on the basis of quantitative and qualitative
factors as described below. The face value of the Equity Shares is ₹10 each and the Offer Price is [●] times the Floor Price and [●]
times the Cap Price, and Floor Price is [●] times the face value and the Cap Price is [●] times the face value. Investors should also
see “Risk Factors”, “Summary of Financial Information”, “Our Business”, “Restated Consolidated Financial Information”, and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 28, 66, 153, 232
and 308, respectively, to have an informed view before making an investment decision.
Qualitative Factors
Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are as follows:
• Pure EV player with a leadership position in the fast-growing Indian E2W market
• Founder led company supported by a highly experienced and professional leadership team
• In-house R&D and technology capabilities
• Manufacturing at scale and supply chain resilience
• Scalable platform-based design and development approach
• Direct to customer omnichannel distribution model
• Eligibility for EV-related government incentives leading to cost advantages
• Execution excellence
For details, see “Our Business – Our Competitive Strengths” on page 160.
Quantitative Factors
Some of the information presented below relating to our Company is derived from the Restated Consolidated Financial Information.
For details, see “Restated Consolidated Financial Information” and “Other Financial Information” beginning on pages 232 and
305, respectively.
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
A. Basic and Diluted Earnings Per Equity Share (“EPS”) (face value of each Equity Share is ₹10):
Financial Year/Period Ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight
March 31, 2023 (3.91) (3.91) 3
March 31, 2022 (2.23) (2.23) 2
March 31, 2021 (0.59) (0.59) 1
Weighted Average (2.80) (2.80)
Three-months period ended June 30, 2023* (0.71) (0.71) -
* Not annualized
Notes:
1. Basic EPS is calculated as restated loss for the year/period attributable to owners of our Company divided by the weighted average number of Equity
Shares outstanding during the year/ period .
2. Diluted EPS is calculated as restated loss for the year/period attributable to owners of our Company divided by the weighted average number of
Equity Shares outstanding during the year/ period and the weighted average number of Equity Shares that could have been issued upon conversion
of all dilutive potential Equity Shares.
3. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year/total of weights.
4. Basic and diluted earnings/(loss) per share: Basic and diluted earnings per share are computed in accordance with Indian Accounting Standard 33
notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended) read with the requirements of SEBI ICDR Regulations.
5. The above ratios are not adjusted for issuance of CCPS post June 30, 2023.
B. Price/Earning (“P/E”) ratio in relation to Price Band of ₹[●] to ₹[●] per Equity Share:
Particulars P/E at the Floor Price (number P/E at the Cap Price (number of
of times) times)
Based on basic EPS for financial year ended March 31, 2023 [●]* [●]*
Based on diluted EPS for financial year ended March 31, [●]* [●]*
2023
*To be computed after finalization of price band.
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C. Industry Peer Group P/E ratio
Particulars P/E Ratio
Highest 69.09
Lowest 26.61
Industry Composite 40.58
Notes:
1. The industry high and low has been considered from the industry peer set. The industry composite has been calculated as the arithmetic average
P/E of the industry peer set disclosed in this section.
2. The industry P / E ratio mentioned above is for the financial year ended March 31, 2023.
D. Return on Net Worth (“RoNW”)
Financial Year/Period Ended RoNW (%) Weight
March 31, 2023 (62.47) 3
March 31, 2022 (21.42) 2
March 31, 2021 (10.11) 1
Weighted Average (40.06) -
Three-months period ended June 30, 2023* (12.65) -
* Not annualized
Notes:
1. Return on Net Worth (in %) is calculated as loss for the year/period divided by the Net Worth at the end of the respective year/period.
2. Net Worth means aggregate of equity share capital, instruments entirely equity in nature and other equity.
3. Weighted average = Aggregate of year-wise weighted Return on Net Worth divided by the aggregate of weights i.e. Return on Net Worth x
Weight for each year/total of weights.
4. For reconciliation of Non-GAAP measures, please see “Other Financial Information – Reconciliation of Non-GAAP Measures” on page
305.
5. The above ratios are not adjusted for issuance of CCPS post June 30, 2023.
E. Net Asset Value (“NAV”) per Equity Share
Particulars Amount (₹)
As on March 31, 2023 6.26
As on June 30, 2023 5.61
After the completion of the Offer
- At the Floor Price [●]*
- At the Cap Price [●]*
Offer Price [●]*
*To be computed after finalization of price band.
Notes:
1. Net Asset Value per Equity Share represents Net Worth as at the end of the year/period divided by weighted average number of Equity Shares
outstanding at the end of the year/ period, excluding treasury shares.
2. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year/period, adjusted by the number of
equity shares issued during the year/period multiplied by the time-weighting factor.
3. For reconciliation of Non-GAAP measures, please see “Other Financial Information – Reconciliation of Non-GAAP Measures” on page 305.
4. The above ratios are not adjusted for issuance of CCPS post June 30, 2023.
F. Key Performance Indicators (“KPIs”)
The table below sets forth the details of our KPIs that our Company considers have a bearing for arriving at the basis for
Offer Price. All the KPIs disclosed below have been approved by a resolution of our Audit Committee dated December
16, 2023, and the Audit Committee has confirmed that the KPIs pertaining to our Company that have been disclosed to
earlier investors at any point of time during the three years period prior to the date of filing of this Draft Red Herring
Prospectus have been disclosed in this section and have been subject to verification and certification by B.B. & Associates,
Chartered Accountants pursuant to certificate dated December 21, 2023.
(₹ in million, unless otherwise stated)
Sr. Particulars As of and for the As of and for the financial year ended
No. three-months period March 31, March 31, March 31,
ended June 30, 2023 2023 2022 2021
1. Deliveries (in thousands)(1) 70 156 21 Nil
2. Revenue from Operations* 12,427.46 26,309.27 3,734.23 8.64
3. Adjusted Gross Margin (%)(2)(3) 13.23% 7.63% (5.40%) N.A.**
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* As per Restated Consolidated Financial Information of our Company.
** Our Company did not make any sales of finished goods and traded goods scooters in the financial year ended March 31, 2021. Therefore, the Adjusted
Gross Margin (%) for the financial year ended March 31, 2021 is not derived. During the financial year ended March 31, 2021, we provided battery
swapping services on a trial basis to EV owners and received subscription income in relation to such services.
Notes:
1. Delivery means the date when the scooter is physically handed over to the customer.
2. Adjusted Gross Margin is computed by deducting cost of materials consumed, purchase of stock-in-trade and change in inventories of finished
goods, stock-in-trade and work-in-progress from total income. Adjusted Gross Margin % is defined as Adjusted Gross Margin divided by total
income.
3. For reconciliation of Non-GAAP measures, please see “Other Financial Information – Reconciliation of Non-GAAP Measures” on page 305.
For details of our other operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 153
and 308, respectively.
G. Description on the historic use of the KPIs by our Company to analyze, track or monitor the operational and/or
financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review
and assess our financial and operating performance. The presentation of these KPIs are not intended to be considered in
isolation or as a substitute for the Restated Consolidated Financial Information. We use these KPIs to evaluate our financial
and operating performance. Some of these KPIs are not defined under Ind AS and are not presented in accordance with
Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the similar information used
by other companies and hence their comparability may be limited. Therefore, these metrics should not be considered in
isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our operating performance,
liquidity, profitability or results of operation. Although these KPIs are not a measure of performance calculated in
accordance with applicable accounting standards, our Company’s management believes that it provides an additional tool
for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other
companies in our industry because it provides consistency and comparability with past financial performance, when taken
collectively with financial measures prepared in accordance with Ind AS.
Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or operational
metric to evaluate our business. See “Risk Factors – Significant differences exist between Indian accounting standard
(“Ind AS”) and other accounting principles, such as international financial reporting standards (“IFRS”) and United
States generally accepted accounting principles (“US GAAP”), which may be material to investors’ assessments of our
financial condition.” on page 58.
Deliveries (in thousands)
We believe that tracking the deliveries helps us to track the year-on-year performance in terms of the number of units sold
and market share during the year / period.
Revenue from Operations
We believe that tracking our revenue from operations enables us to analyze the overall financial and business performance
of our Company.
Adjusted Gross Margin
We believe that tracking Adjusted Gross Margin enables us to track the profitability year-on-year and provides inputs for
our margin profile and price management.
H. Comparison with listed industry peers
We are a pure EV player in India and are building vertically integrated technology and manufacturing capabilities for EVs
and EV components, including cells. We manufacture EVs and certain core EV components like battery packs, motors and
vehicle frames at the Ola Futurefactory. Our business focuses on capturing the opportunity arising out of electrification of
mobility in India and we also seek opportunities to export our EVs in select international markets in the future. We have
delivered four products and additionally announced six new products since our first product announcement in August 2021.
We commenced delivery of our first EV model, the Ola S1 Pro, in December 2021. This was followed by the delivery of
the Ola S1 in September 2022, the Ola S1 Air in August 2023 and the Ola S1 X+ in December 2023. On August 15, 2023,
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we announced other new EV scooter models, the Ola S1 X (2 kWh) and the Ola S1 X (3 kWh), in addition to the Ola S1
X+, as well as a line-up of motorcycles comprising four models, Diamondhead, Adventure, Roadster and Cruiser. We plan
to commence delivery of the Ola S1 X (2 kWh) and the Ola S1 X (3 kWh) by the first half of Fiscal 2025 and the
motorcycles in the first half of Fiscal 2026.
We had the highest revenue of all Indian incorporated electric 2Ws (“E2Ws”) original equipment manufacturers
(“OEMs”) from E2W sales in Fiscal 2023, according to the Redseer Report. Within nine months of delivering our first
EV scooter in December 2021, we became the best-selling E2W brand in India in terms of monthly E2W registrations on
the VAHAN Portal of Ministry of Road Transport and Highways (“VAHAN”) according to the Redseer Report.
Research and development (“R&D”) and technology is at the core of our business model with a focus on in-house product
innovation. We undertake R&D activities in India, the United Kingdom (“UK”) and the United States (“US”) focused on
designing and developing new EV products and core EV components, such as battery packs, motors and vehicle frames.
We are in the process of building our EV hub in Krishnagiri and Dharmapuri districts in Tamil Nadu, India, which includes
our Ola Futurefactory, our upcoming Ola Gigafactory and co-located suppliers in Krishnagiri district. At our Ola
Futurefactory, we manufacture our EV scooters using certain EV components manufactured in-house and other
components procured from third parties, such as cells. The Ola Futurefactory is the largest integrated and automated E2W
manufacturing plant in India (in terms of production capacity) by an E2W-only OEM, as of September 30, 2023, according
to the Redseer Report. In addition, we operate a BIC in Bengaluru, India that is focused on developing cell and battery
technology and manufacturing processes for our forthcoming cell manufacturing at the Ola Gigafactory.
We operate our own direct-to-customer (“D2C”) omnichannel distribution network comprising 935 experience centres and
414 service centres (of which 410 service centres are located within experience centres) situated across India, as of October
31, 2023, in addition to our Ola Electric website. Our network of experience centres was India’s largest company-owned
network of experience centres as of September 30, 2023 according to the Redseer Report.
While we have considered the below as our peer group companies, they derive their revenue primarily from ICE-based
two-wheelers, and hence they are not completely comparable with our pure EV company given the fundamental differences
highlighted.
Following is a comparison of our accounting ratios with the listed peers:
Name of Consolidated Closing Face EPS(1) (₹) Return NAV(3) P/E(4) EV(5)/ EV(5) /
Revenue from
the price on value on Net (per Revenue EBITDA(
operations for
Company December (₹ per Worth share) from 6)
(x
the financial
20, 2023 (₹) share) Basic (%)(2) (₹) Operations times)
year ended
Diluted at the
March 31,
Offer
2023 (in ₹
Price (x
million)
times)
Company* Consolidated NA# 26,309.27 10 (3.91) (3.91) 62.47% 6.26 NA# [●] [●]
Listed
peers
TVS Consolidated 1,949.20 319,739.90 1 27.97 27.97 22% 124.40 69.69 3.6x 27.3x
Motors
Eicher Consolidated 3,912.40 144,421.80 1 106.56 106.38 19% 547.26 36.78 7.3x 24.3x
Motors
Bajaj Consolidated 6,364.45 364,553.80 10 212.50 212.50 21% 1,029.48 29.95 4.8x 21.4x
Auto
Hero Consolidated 3,815.50 341,583.80 2 140.62 140.49 17% 838.97 27.16 2.1x 15.7x
MotoCorp
Source: All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and
is sourced from the annual reports / annual results as available of the respective company for the financial year ended March 31, 2023 submitted to stock exchanges.
*Financial information of our Company has been derived from the Restated Consolidated Financial Information as at or for the financial year ended March 31,
2023.
#
To be included in respect of our Company in the Prospectus based on the Offer Price.
Notes:
(1)
Basic/Diluted EPS refers to the Basic/Diluted EPS sourced from the financial statements of the respective peer group companies for the financial year ended
March 31, 2023.
(2)
RoNW is computed as net profit after tax attributable to shareholders divided by total equity attributable to the equity shareholders as on March 31, 2023.
Return on Net Worth (%) is calculated as loss for the year/period divided by the Net Worth at the end of the respective year/period.
(3)
NAV per equity share refers to total equity attributable to the equity shareholders as at the end of the financial year/ period divided by the number of Equity
Shares outstanding at the end of the year/ period.
(4)
P/E ratio for the peer group has been computed based on the closing market price of equity shares on NSE as on December 20, 2023, divided by the Diluted
EPS for financial year ended March 31, 2023 EV refers to Enterprise Value which is computed as Total Market Capitalization and Net Adjusted Debt as of
June 30, 2023 (as per Restated Ind AS Summary Statements). Total Market Capitalization is the product of the post-Offer outstanding Equity Shares multiplied
120
by the Offer Price for our Company.
(5)
EV refers to enterprise value which is computed as total market capitalization and net adjusted debt as of June 30, 2023 (as per restated IND AS summary
statements). Total market capitalization is the product of the post-offer outstanding Equity Shares multiplied by the Offer Price for our Company.
(6)
Earnings before interest, taxes, depreciation and amortisation, or EBITDA, is a non-GAAP measure which represents loss for the period/year, before tax
expenses, finance costs and depreciation and amortisation expenses.
Following is a comparison of our KPIs with the listed ICE-based two-wheeler peers:
Deliveries (In Thousands) Revenue from Operations (₹ mn) Adjusted Gross Margin (%)
For For
For For For For For For For
three- For three-
financial financial financial For three- For financial financial financial financial financial
Particulars months year year year months period
financial
year ended year
months
year year year
period year ended period
ended ended ended ended June 30, March 31, ended ended ended ended
ended March 31, ended
March March 31, March 31, 2023 2022 March 31, March March March
June 30, 2023 June 30,
31, 2023 2022 2021 2021 31, 2023 31, 2022 31, 2021
2023 2023
70 156 21 -- 12,427.46 26,309.27 3,734.23 8.64 13.23% 7.63% (5.40%) N.A.**
Company
953 3,682 3,310 3,053 90,555.10 319,739.90 243,553.10 194,208.2 37.78% 35.08% 33.34% 33.61%
TVS Motors
0
Eicher 225 824 595 609 39,863.70 144,421.80 102,978.30 87,203.50 47.34% 45.39% 44.54% 44.27%
Motors (1)
1,027 3,922 4,308 3,972 103,119.10 364,553.80 331,447.10 277,410.8 30.43% 30.61% 29.33% 32.42%
Bajaj Auto
0
1,353 5,329 4,944 5,800 88,510.10 341,583.80 295,512.80 309,591.9 32.49% 31.05% 30.51% 31.01%
Hero 0
MotoCorp
Notes:
*All the financial information for the competitor entities mentioned above is on a consolidated basis and is sourced from the annual reports/quarterly financials as
available of the respective company for the three-months period ended June 30, 2023 and financial year ended March 31, 2023, March 31, 2022, March 31, 2021
(as applicable) submitted to Stock Exchanges.
** Our Company did not make any sales of finished goods and traded goods scooters in the financial year ended March 31, 2021. Therefore, the Adjusted Gross
Margin for financial year ended March 31, 2021 is not derived.
^ Adjusted Gross Margin % is calculated as Adjusted Gross Margin divided by total income. Adjusted Gross Margin is calculated as the difference between Total
Income and the cost of finished goods produced (i.e. sum of: (i) cost of materials consumed; (ii) purchase of stock-in-trade; and (iii) changes in inventories of
finished goods, semifinished goods and stock-in-trade); Total Income is calculated as the sum of Revenue from Operations and Other Income for the year / period.
Weighted average cost of acquisition (“WACA”), floor price and cap price
I. Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on primary
issuances of Equity Shares or convertible securities (excluding Equity Shares issued under the ESOP Scheme and
issuance of Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of this Draft Red
Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of
our Company (calculated based on the pre-Offer capital before such transaction(s) and excluding ESOPs granted
but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days
(“Primary Issuances”)
Our Company has not issued any Equity Shares or CCPS, excluding shares issued under the ESOP Schemes and issuance
of bonus shares, during the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance is
equal to or more that 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer
capital before such transaction(s) and excluding ESOPs granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days.
J. Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on secondary
sale or acquisition of equity shares or convertible securities (excluding gifts) involving our Promoter, Promoter
Group and any of the Selling Shareholders or other shareholders with the right to nominate directors on our Board
during the 18 months preceding the date of filing of this Draft Red Herring Prospectus, where the acquisition or
sale is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated based on the
pre-Offer capital before such transaction/s and excluding ESOPs granted but not vested), in a single transaction or
multiple transactions combined together over a span of rolling 30 days (“Secondary Transactions”)
There have been no secondary sale/ acquisitions of Equity Shares or CCPS, where the Promoters, members of the Promoter
Group, Selling Shareholders, or Shareholder(s) having the right to nominate Director(s) on our Board, are a party to the
transaction, during the 18 months preceding the date of this Draft Red Herring Prospectus, where either acquisition or sale
121
is equal to or more than 5% of the fully diluted paid up share capital of our Company (calculated based on the pre-Offer
capital before such transaction/s and excluding ESOPs granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days.
K. If there are no such transactions to report under I and J, the following are the details of the price per share of our
Company basis the last five primary or secondary transactions (secondary transactions where our Promoter,
Promoter Group, Selling Shareholders or other shareholders with the right to nominate directors on our Board,
are a party to the transaction), not older than three years prior to the date of filing of this Draft Red Herring
Prospectus irrespective of the size of transactions:
Face
value
Number of
of Price per
Date of Equity Nature of Nature of
Name of the Equity Equity Total Cost^
allotment/transfer Transferor^ Shares/ Consideratio transaction
allottee/transferee^ shares share / (₹)
^ CCPS n^ ^
/ CCPS^
transacted^
CCPS
(₹)^
June 1, 2022 Nuvama Private Edelweiss 4,090,392 10 63.11 Cash Transfer 258,148,766
Investments Trust- Finance &
Nuvama Crossover Investments
Opportunities Fund - Limited
Series III B
September 30, 2022 Nuvama Private Edelweiss 17 10 62.89 Cash Transfer 1,090
Investments Trust- Finance &
Nuvama Crossover Investments
Opportunities Fund - Limited
Series III B
September 30, 2022 Nuvama Private Edelweiss 3,378,974 10 62.89 Cash Transfer 212,511,102
Investments Trust- Finance &
Nuvama Crossover Investments
Opportunities Fund - Limited
Series III B
December 12, 2022 MacRitchie Investments Bhavish 15,792,695 10 95.61 Cash Transfer 1,510,000,000
Pte. Ltd. Aggarwal
December 12, 2022 MacRitchie Investments Amit Anchal 941,286 10 95.61 Cash Transfer 90,000,000
Pte. Ltd.
July 14, 2023 Tekne Private Ventures N.A. 3,179,382 10 129.90 Cash Allotment 413,000,000
XV, Ltd.
September 22, 2023 Internet Fund III Pte Ltd N.A. 6,358,765 10 129.90 Cash Allotment 826,000,000
September 22, 2023 DIG Investment IV AB N.A. 6,485,940 10 129.90 Cash Allotment 842,520,000
^As certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated December 22, 2023.
L. The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition at which the
Equity Shares were issued by our Company, or acquired or sold by our Promoter, Promoter Group, Selling
Shareholders or other shareholders with the right to nominate directors on our Board are disclosed below:
(in ₹)
Past Transactions WACA# Floor Price (in Cap Price (in times)
times)
WACA of Equity Shares/ CCPS that were issued by our Company 129.90 [●]* [●]*
WACA of Equity Shares/ CCPS that were acquired or sold by way of secondary 85.55 [●]* [●]*
transactions
*
To be computed after finalization of price band.
#
As certified by B.B. & Associates, Chartered Accountants pursuant to their certificate dated December 22, 2023.
M. Justification for Basis of Offer price
1. The following provides an explanation to the Cap Price being [●] times of weighted average cost of acquisition
of Equity Shares that were issued by our Company or acquired or sold by the our Promoter, Promoter Group,
Selling Shareholders or other shareholders with rights to nominate directors on our Board by way of primary
and secondary transactions in the last three full Financial Years preceding the date of this Draft Red Herring
Prospectus compared to our Company’s KPIs for the three-months period ended June 30, 2023 and for the
Financial Years 2023, 2022 and 2021
[●]
122
2. The following provides an explanation to the Cap Price being [●] times of weighted average cost of acquisition
of Equity Shares that were issued by our Company or acquired or sold by our Promoter, Promoter Group,
Selling Shareholders or other shareholders with the right to nominate directors on our Board by way of
primary and secondary transactions in the last three full Financial Years preceding the date of this Draft Red
Herring Prospectus compared to our financial ratios for the three-months period ended June 30, 2023 and for
the Financial Years 2023, 2022 and 2021
[●]
3. The following provides an explanation to the Cap Price being [●] times of weighted average cost of acquisition
of Equity Shares that were issued by our Company or acquired by our Promoter, Promoter Group, Selling
Shareholders or other shareholders with the right to nominate directors on our Board by way of primary and
secondary transactions in view of external factors, if any
[●]
The Offer Price of ₹[●] has been determined by our Company, in consultation with the Selling Shareholders and the BRLMs, on
the basis of the demand from investors for the Equity Shares through the Book Building process. Investors should read the
abovementioned information along with “Risk Factors”, “Our Business” and “Financial Information” beginning on pages 28, 153
and 232, respectively, to have a more informed view.
123
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS
The Board of Directors
Ola Electric Mobility Limited
(formerly known as Ola Electric Mobility Private Limited)
Regent Insignia, #414, 3rd, 4th Block,
17 Main, 100 Feet Road, Bangalore,
Karnataka, India, 560034
Date: 22 December, 2023
Subject: Statement of possible special tax benefits (“the Statement”) available to Ola Electric Mobility Limited (formerly
known as Ola Electric Mobility Private Limited) (“the Company”), its shareholders and its material subsidiary
in India prepared in accordance with the requirement under Schedule VI – Part A - Clause (9) (L) of Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“the ICDR
Regulations”)
This report is issued in accordance with the Engagement Letter dated 06 December 2023.
We hereby report that the enclosed Annexure III prepared by the Company, initialed by us for identification purpose, states
the possible special tax benefits available to the Company, its shareholders and its material subsidiary in India, defined in
Annexure II - List of Material Subsidiaries Considered As Part Of The Statement) (the “Material Subsidiary”), under direct
and indirect taxes (together “the Tax Laws”), presently in force in India as on the signing date, which are defined in Annexure
I. These possible special tax benefits are dependent on the Company, its shareholders and its Material Subsidiary in India
fulfilling the conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company, its
shareholders and its Material Subsidiary in India to derive these possible special tax benefits is dependent upon their fulfilling
such conditions, which is based on business imperatives the Company and its Material Subsidiary in India may face in the
future and accordingly, the Company, its shareholders and its Material Subsidiary may or may not choose to fulfill.
The benefits discussed in the enclosed Annexure III cover the possible special tax benefits available to the Company, its
shareholders and its Material Subsidiary in India and do not cover any general tax benefits available to the Company, its
shareholders and its Material Subsidiary in India. Further, the preparation of the enclosed Annexure III and its contents is the
responsibility of the management of the Company. We were informed that the Statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the
individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax
consultant with respect to the specific tax implications arising out of their participation in the proposed initial public offering
of equity shares of the Company (the “Proposed Offer”) particularly in view of the fact that certain recently enacted legislation
may not have a direct legal precedent or may have a different interpretation on the possible special tax benefits, which an
investor can avail. Neither are we suggesting nor advising the investors to invest money based on the Statement.
We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special Purposes (Revised
2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we
comply with ethical requirements of the Code of Ethics issued by the Institute of Charted Accountants of India.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for
Firms that Perform Audits and Reviews of Historical Financial information, and Other Assurance and Related Services
Engagements.
We do not express any opinion or provide any assurance as to whether:
i) the Company, its shareholders and its Material Subsidiary in India will continue to obtain these possible special tax
benefits in future; or
ii) the conditions prescribed for availing the possible special tax benefits where applicable, have been/would be met with.
The contents of the enclosed annexures are based on the information, explanation and representations obtained from the
Company, and its Material Subsidiary in India, and on the basis of our understanding of the business activities and operations
of the Company and its Material Subsidiary in India.
124
Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue
authorities/ courts will concur with the views expressed herein. Our views are based on the existing provisions of the Tax Laws
and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views
consequent to such changes. We shall not be liable to the Company for any claims, liabilities or expenses relating to this
assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily
from bad faith or intentional misconduct. We will not be liable to the Company and any other person in respect of this Statement,
except as per applicable law.
We hereby give consent to include this Statement in the draft red herring prospectus, red herring prospectus, the prospectus and
in any other material used, in connection with the Proposed Offer, submission of this Statement to the Securities and Exchange
Board of India, the Registrar of Companies, Karnataka at Bengaluru, BSE Limited and National Stock Exchange of India
Limited, pursuant to the provisions of the ICDR Regulations and Companies Act, 2013, and it is not to be used, referred to or
distributed for any other purpose without our prior written consent.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Umang Banka
Partner
Membership No: 223018
UDIN: 23223018BGXLUD8062
Place: Bengaluru
Date: 22 December 2023
125
ANNEXURE I
LIST OF DIRECT AND INDIRECT TAX LAWS (‘TAX LAWS’)
Sr. No: Details of tax laws
Direct Tax Laws:
1. Income-tax Act, 1961 and Income-tax Rules, 1962
Indirect Tax Laws:
2. Central Goods and Services Tax Act, 2017
3. Integrated Goods and Services Tax Act, 2017
4. State Goods and Services Tax Act, 2017
5. Customs Act, 1962 and Customs Tariff Act, 1975 read with respective Rules, Circulars and
Notifications issued thereunder.
6. Foreign Trade Policy 2023 read with Handbook of Procedures
7. Tamil Nadu Electric Vehicle Policy 2019
8. Tamil Nadu Industrial Policy 2021
ANNEXURE II
LIST OF MATERIAL SUBSIDIARIES CONSIDERED AS PART OF THE STATEMENT (Note 1)
1. OLA Electric Technologies Private Limited (‘Material Subsidiary’)
Note 1: Material subsidiaries identified in accordance with the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, includes a subsidiary whose income or net worth in the immediately preceding
year (i.e. 31 March 2023) exceeds 10% of the consolidated income or consolidated net worth respectively, of the holding
company and its subsidiaries in the immediate preceding year.
126
ANNEXURE III
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO OLA ELECTRIC MOBILITY LIMITED
(FORMERLY KNOWN AS OLA ELECTRIC MOBILITY PRIVATE LIMITED) (“THE COMPANY”) AND ITS
SHAREHOLDERS AND ITS MATERIAL SUBSIDIARY UNDER THE APPLICABLE DIRECT AND INDIRECT
TAXES (“TAX LAWS”) IN INDIA
Outlined below are the possible special tax benefits available to the Company, its shareholders and its Material Subsidiary under
the Tax Laws (“Possible Special Tax Benefits”). These Possible Special Tax Benefits are dependent on the Company, its
shareholders and its Material Subsidiary fulfilling the conditions prescribed under the Tax Laws. Hence, the ability of the
Company and its shareholders and its Material Subsidiary to derive the Possible Special Tax Benefits is dependent upon
fulfilling such conditions, which are based on business imperatives it faces in the future, it may or may not choose to fulfill.
UNDER THE TAX LAWS
A. Special tax benefits available to the Company
Direct Tax Laws:
There are no special tax benefits available to the Company under the Direct Tax Laws.
Indirect Tax Laws:
The following special tax benefits are available to the Company under the Indirect Tax Laws:
• The Company has entered into an MOU dated 18 th February 2023 with the Government of Tamil Nadu to
avail incentives under the [Structured Package of Assistance] through Industries, Investment Promotion and
Commerce Department of the Government of Tamil Nadu. The Company avails the benefits under the MOU
through two of its subsidiaries engaged in the manufacture of 4 wheeler electric vehicles and manufacture of
cells (’Structured Package’). The benefits under the Structured Package are available subject to fulfilment of
conditions, failing which the Company will have to refund the benefits availed along with applicable interest.
The following indirect tax benefits are available to the Company under the Structured Package:
➢ 100% State Goods and Service Tax (SGST) reimbursement for 20 years on sale of electric vehicles
manufactured, sold and registered for use in in the State of Tamil Nadu.
➢ Incentive for Goods and Service Tax (GST) on capital goods imported over the investment period,
in case the Company faces an inverted tax situation.
.
B. Special tax benefits available to Shareholders
There are no special tax benefits available to the Shareholders under the Tax Laws.
C. Special tax benefits available to Material Subsidiary
Direct Tax Laws:
The following special tax benefits are available to the Material Subsidiary of the Company under Direct Tax Laws:
• The Material Subsidiary has opted to be governed by provisions of section 115BAB of the Income-tax Act
1961.
Indirect Tax Laws:
The following special tax benefits are available to the Material Subsidiary of the Company under the Indirect Tax
Laws:
127
• The Material Subsidiary has imported capital goods without payment of customs duty under the Export
Promotion Capital Goods (EPCG) Scheme under Foreign Trade Policy, 2023. The said benefit is subject to
an export obligation equal to six times of duty saved, to be fulfilled within 6 years from the date of issue of
Export Promotion Capital Goods (EPCG) authorisation.
• The Material Subsidiary has claimed benefit of Import of Goods at Concessional Rate of duty Rules, 2022
(IGCR) under Customs Act, 1962, in terms of which the Material Subsidiary can import goods at concessional
rate of customs duties subject to fulfillment of conditions prescribed therein.
• The Material Subsidiary has entered into an MOU with the Government of Tamil Nadu to avail incentives
under the Structured Package of Assistance (“EV Special Manufacturing Package” and “Special EV Package
for Battery Manufacturing”) under the Tamil Nadu Electric Vehicle Policy 2019). The benefits under the
Structured Package are available subject to fulfilment of conditions, failing which the Material Subsidiary
will have to refund the benefits availed along with applicable interest. The following indirect tax benefits are
available to the Material Subsidiary under the Structured Package:
➢ 100% SGST reimbursement for 20 years on sale of electric vehicles manufactured, sold and
registered for use in in the State of Tamil Nadu.
NOTES:
1. The above is as per the current Tax Laws.
2. The above Statement of Possible Special Tax Benefits sets out the provisions of Tax Laws in a summary manner only
and is not a complete analysis or listing of all the existing and potential tax consequences of the purchase, ownership
and disposal of equity shares of the Company.
3. This Statement does not discuss any tax consequences in any country outside India of an investment in the Equity
Shares of the Company. The shareholders / investors in any country outside India are advised to consult their own
professional advisors regarding possible income tax consequences that apply to them under the laws of such
jurisdiction.
For Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited)
Director
Place: Bengaluru
Date: 22 December 2023
128
SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section has been derived from the Redseer Report, which has
been commissioned and paid for by us in connection with the Offer. Neither we, nor the BRLMs, nor any other person connected
with the Offer has independently verified any third-party statistical, financial and other industry information in the Redseer
Report. Unless otherwise indicated, all financial, operational, industry and other related information derived from the Redseer
Report and included herein with respect to any particular year, refers to such information for the relevant year. For further
details and risks in relation to the Redseer Report, see “Risk Factors – We have used information from the Redseer Report
which we commissioned for industry related data in this Draft Red Herring Prospectus and any reliance on such information
is subject to inherent risks.” on page 51.
Section A: Outlook on India’s Automotive Industry
India is emerging into a global manufacturing powerhouse of technology-led automotives.
India’s automotive market is undergoing a technology-led transformation, which will unlock the next wave of growth in the
sector. Innovation in cell technology & the subsequent rise of EVs, increased adoption of software & electronics in vehicles,
and government’s impetus to domestic manufacturing of technologically advanced vehicles, are the core tenets of this
transformation. These advancements are likely to have a global impact, given India accounts for 15-20% of global production
for 2W and is the 3rd largest 4W-Passenger Vehicle market in the world (in terms of sales volumes), with strong growth
headroom in both segments.
India automotive market consists of ~26Mn vehicles and is central to the economy.
India has a large automotive market, comprising annual production of ~26Mn vehicles as of FY 2023 (excluding electric
rickshaws - Source: Society of Indian Automobile Manufacturers (SIAM)). It is central to India’s manufacturing sector and the
overall economy, contributing ~35% to the manufacturing GDP and 5-6% to the overall GDP in FY 2023. Further, the Indian
government envisions improving contribution of the automotive industry to reach ~40% of the manufacturing GDP by FY 2026
(Source: Automotive Mission Plan 2016-26).
While India’s (and global) vehicle production experienced a short-term decline in the FY 2020 – FY 2022 period, (due to the
global shortage of semiconductors, pandemic-induced lockdowns, increase in fuel prices and volatile geo-politics driven by the
Russia-Ukraine conflict), it has recovered well to ~83% of FY 2019 levels (as of FY 2023). Despite having large two-wheeler
(2W) and four-wheeler passenger-vehicles (4W-Passenger Vehicle) markets, India sees limited penetration, indicating a solid
backdrop for medium to long-term volume growth.
Technology is driving the next wave of growth in the automotive market, led by the following factors:
1. Advancement in Cell Technology is driving penetration of Electric Vehicles (EVs) – Cell technology development is
making EVs comparable to or better than their Internal Combustion Engine (ICE) counterparts, in terms of speed,
range, and energy efficiency. An EV uses cells to store and supply electrical energy (as per their composition chemistry).
With the evolution of cell chemistry, the India (and global) market is transitioning towards globally popular lithium-ion
based cells such as NMC (Nickel-Manganese-Cobalt Oxide Cathode) and LFP (Lithium Iron Phosphate), which offer
unique benefits. Thermal runaway temperature and cycle life is higher in LFP batteries, which are robust but heavier. On
the other hand, NMC batteries charge faster and have higher energy density, leading to higher range with a small size.
Further, EVs have lower total cost of ownership (TCO) vs ICE vehicles, for e.g., electric two wheelers (that have led
EV adoption in India) have ~45% lower TCO vs their ICE counterparts over the life of the vehicle. This is driven by lower
fuel costs (roughly 1/10th of ICE) and other savings on vehicle spends (maintenance, registration subsidies).
- Petrol & diesel prices have been on the rise in India in the last five years, due to high import dependence (imported
crude oil drove ~87.3% of domestic consumption in FY 2023, as per Petroleum Planning and Analysis Cell) and
increase in price of global crude oil. This along with the increase in the initial vehicle prices have raised the TCO of
ICE vehicles.
- Unlike crude oil, the price of electricity in India follows a stable trend (generally lower than inflation), because India
is a power surplus nation with total installed power generation capacity of 417 GW (while its peak demand has only
reached 221 GW as of FY 2023). Electricity generation in India is also cheaper than many of its global counterparts
129
and efforts are being taken to maintain its affordability in the long run (e.g., revised framework of Day-ahead National
level Merit Order Dispatch Mechanism).
Fig.1. Cost of ownership comparison of E2W scooter and ICE 2W scooter (as of H1 FY 2024)
(in ₹ Thousands )
Source(s): Redseer Research and Analysis
Note(s): 1. Products Compared are Ola S1X+ and Leading 2W ICE scooter model in the comparable price range. Total Life of both Vehicles has
been assumed to be 10 years (90,000 kms at 30 km per day and 300 days a year) 3. Acquisition Cost includes On-Road Price of the vehicles
inclusive of GST 4. Maintenance and Insurance Costs have been calculated over the Life of the vehicle 5. 1 US$ = ₹ 80
On similar lines, TCO for E4Ws is also ~24% lower than their equivalent ICE counterparts.
Fig.2. Cost of ownership comparison of E4W and ICE 4W (as of H1 FY 2024)
(in ₹Mn)
Source(s): Redseer Research and Analysis
Note(s): 1. Products Compared are ICE 4W and E4W of same model of a Leading 4W OEM. Total Life of both Vehicles has been assumed to be 15
years; (270,000 kms at 60 km per day, 300 days a year) 3. Acquisition Cost includes On-Road Price of the vehicles inclusive of GST 4. Maintenance
and Insurance Costs have been calculated over the Life of the vehicle 5. 1 US$ = ₹ 80
Moreover, stronger software enablement (than ICE vehicles) in EVs enables provision of next-generation features (e.g.
connected vehicles, enhanced safety systems, vehicle to user communication and enhanced infotainment systems etc.) that
enhance the driving experience.
Additionally, the rise of EVs will aid in achieving India’s promise to cut emissions to net zero by CY 2070
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(communicated at UN COP26 summit). Unlike ICE vehicles, EVs have zero tailpipe emissions. Moreover, the GHG
emissions associated with an EV over its lifetime, are typically lower than those from an average ICE vehicle (Gasoline
car GHG emissions are 2.6x of an EV with 300-mile range, as per illustrative estimates by United States Environmental
Protection Agency), even when accounting for manufacturing. EVs also typically have a smaller carbon footprint than
ICE vehicles even after considering the electricity used for charging. Further, 40% of India’s installed electricity capacity
comes from non-fossil fuel sources and measures are being taken to make power generation more sustainable (such as the
National Hydrogen Mission, Viability Gap Funding support and Framework for Pumped Storage Projects).
2. Shift from ‘commute-only’ vehicles to ‘computer-on-wheels’- Evolving customer needs around safety, performance,
comfort, and utility is leading to an increased role of software and electronics in vehicles. India is incrementally aligning
vehicle safety rules with global standards. Features like anti-lock braking, rear parking sensors, speed sensing door locks
are already provided by OEM’s. Moreover, advanced safety features like electronic stability control, emergency stop signal,
emergency calling etc. have been mandated by the European Union and will drive Indian OEMs to further enhance safety
features in their products.
As a result, the share of electronics (incl. semi-conductor chip) components as a percentage of the vehicle BOM (Bill of
Materials) for cars has increased by 5-10 percentage points (of the total BOM cost) in the last 2-3 years. With the evolving
electronic architecture and electrification of the vehicle powertrain, this share is projected to reach 25-30% of the vehicle
(4W) BOM cost in CY 2030.
Fig.3. Electronics as a % of Vehicle (4W car) BOM (CY 2019, CY 2022, CY 2030)
(as % of BOM Cost)
Source(s): Redseer Estimates
3. Government’s Impetus to Technologically Advanced Automotive Manufacturing in India-
a. Production-linked Incentive (PLI) Schemes – In 2020, the government launched PLI scheme to boost domestic
manufacturing, cut down import bills, encourage exports and generate employment. These incentives are linked to
incremental sales of new-age technology products manufactured domestically. The scheme invites foreign and local
investors to set up new capacities and expand existing manufacturing units. With a budget of ₹ 2.73 Tn (US$ 34.1 Bn),
these schemes were launched across 14 sectors, to create national manufacturing champions and an additional
production of ₹ 30 Tn (US$ 375 Bn) over the next 5 years. The Automotive industry is a key beneficiary in the
following PLI schemes:
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Fig.4. Budget Allocation in the PLI Scheme – Sector-wise distribution
(as % of total PLI amount allocation)
Source(s): Invest India
Note(s): Others includes PLI for sectors such as Aviation, Food Processing, Medical Devices, Metals and Mining, Telecom, Textiles and Apparel
i. Automobiles and auto components sector (budget: ₹ 259 Bn i.e., ~US$ 3.2 Bn) The primary objectives of this PLI
include overcoming cost disabilities, creating economies of scale, generating employment, building a robust
supply chain for Advanced Automotive Technology (AAT) and higher value-added products. The PLI proposes
financial incentives of up to 18% (sales-linked) to boost domestic manufacturing of AAT products (min. 50%
domestic value addition will be required) and attract investments. The financial incentive under the scheme is
expected to start from FY 2024 (though it was officially declared to be started from FY 2023) for a total of five
consecutive financial years.
ii. ‘Advanced Chemistry Cell (ACC) Battery’ (budget: ₹ 181 Bn i.e., US$ 2.3 Bn) Scheme was launched for setting
up ACC Battery Storage manufacturing facilities in India, with a total manufacturing capacity of 50 Giga Watt-
hour (GWh) for 5 years. Under the scheme, the production-linked subsidy is based per KWh and percentage of
value addition achieved on actual sale for manufacturers who set up production units with a capacity of at least 5
GWh up to a maximum of 20GWh per company. The scheme will help develop a strong domestic supply chain
for electric vehicle manufacturing.
iii. India Semiconductor Mission 2021 (budget: ₹ 760 Bn i.e., US$ 9.5 Bn), included various schemes (such as
semiconductor fabrication, display fabrication, compound semiconductor & semiconductor assembly, testing,
making & packaging, and design-linked incentive). The scheme will lead to tech-based innovation and increased
competitiveness of the Indian automotive market globally.
b. Faster Adoption and Manufacturing (of Hybrid &) Electric Vehicles in India (FAME) - The scheme was launched
in 2015 to enable a leapfrog to environmentally cleaner, sustainable, advanced, and more efficient electric vehicles-
based system. Phase I (budget: ₹ 9.0 Bn (US$ 0.1 Bn)) of the scheme was launched between FY 2015 and FY 2019,
while Phase II (budget: ₹ 100 Bn (US$ 1.3 Bn)) was launched in FY 2020 for 3 years and later extended up to FY
2024. Demand generation and charging infrastructure development have been the key objectives of the scheme.
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Additionally, growth in investments, export potential, improving credit access and push towards domestic manufacturing,
are also contributing to the automotive market growth.
1. Growth in Investments –The risk of supply chain shocks has never been more palpable than today, following compounding
crises from the US-China trade war, the COVID-19 pandemic, and the war in Ukraine. Manufacturers across the world are
seeking supply-chain resilience, which would mean investment into diversification of the supply chain. (Source: Economic
Survey FY 2023)
India’s economic resilience, geopolitical stability, large & young working population resulting in cheap & abundant labour
and simplified labor laws make India an attractive alternative for global manufacturers (including automotive
manufacturers). Moreover, youth upskilling initiatives like the National Skills Development Mission build a skilled
workforce with depth of technical knowledge. Relative ease of doing business and high return potential in the Indian market
also aid investment flow in the country.
Further, automotive OEMs are focusing on increasing production capacities, as indicated by the growing private capex (~₹
240 Bn i.e. US$ ~3 Bn) in FY 2023 i.e., 4-5% of total Private sector capex). As per the Ministry of Heavy Industries, PLI
scheme for AAT has also been successful in attracting proposed investment of ₹ 748.5 Bn (US$ 9.4 bn) against the targeted
investment of ₹425 Bn (US$ 5.3 bn) over a period of five years. The scheme has also attracted foreign investments.
Government’s thrust on capex is improving supporting infrastructure through the development of national highways and
electric charging infrastructure.
2. Export Potential – Of the total domestic vehicle production in FY 2023, ~18% (approximately 4.8 Mn vehicles) were
exported. Driven by the recent geo-political concerns, global manufacturers are looking for alternatives to China as a
production base. Also, India is seen as a market which produces high-quality, value-for-money vehicles suited for tropical
climates and road conditions. Consequentially, India stands to grab a bigger share of global exports. Under the Export
Promotion Capital Goods Scheme, import of capital goods at zero Customs duty for export production is being further
rationalized.
3. Improving access to formalized credit – Steady progress in financial inclusion and growth in penetration of vehicle loans
(major banks saw vehicle loans surge 18% Y-o-Y in Q3 FY 2023) suggest strong consumer demand.
4. Measures to strengthen domestic manufacturing – The government has imposed increased custom duties (5-10% increase
across different vehicle types) on import of vehicles (Budget 2023-24) to promote localized manufacturing. This is expected
to improve cost efficiency and affordability in the long run. Subsidies and tax & fee waivers are being used to fuel demand
for domestically produced, especially clean energy, vehicles in the market by state and central governments.
2W, 3W, 4W-Passenger Vehicle and Commercial Vehicles are the key segments in India’s automotive market.
India’s automotive market is majorly distributed into the following four segments –
Fig.5. Automotive Vehicle Production Volume in India (FY 2017 – FY 2023)
(In Mn units)
Note(s): 3Ws excluding electric rickshaws.
Source(s): Society of Indian Automobile Manufacturers (SIAM)
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1. Two-wheelers (2W)– India is a global production hub for two-wheelers – a total of ~19.5 Mn 2W were produced in India
in FY 2023 contributing 15-20% of the world’s total 2W production, making it the second largest 2W producer in the world
after China. Of the total production, ~4 Mn units were exported. 16-17 Mn units were sold domestically. Globally, India
is the second largest 2W market in terms of domestic sales volumes. Value of 2W domestic market size in India was
₹1.4-1.6 Tn (US$17-20 Bn) in FY 2023.
Fig 6. Two-Wheeler Domestic Sales – India vs Global Benchmarks (Key Countries by 2W Domestic sales) – CY 2022
(in Mn)
Source(s): Redseer Research
Note(s): 1. India: Figure for FY 2023
Multiple factors are pushing the personal mobility demand towards 2Ws:
a. Need for affordable personal mobility – 2Ws offer greater reach and convenience than public transport facilities and
modes of shared mobility, while also being more affordable than other personal mobility options (like 4W-Passenger
Vehicles).
b. Current state of road transport infrastructure – 2Ws are suitable to travel across unpaved (especially in smaller towns
& rural areas) and traffic congested roads that require ease of maneuvering and, narrow lanes which do not allow
bigger & bulkier 4Ws.
c. Strong supply – Availability of wide 2W option range across price-points, fuel types and with multiple features etc.,
marketed specifically towards targeted age-groups, gender and income levels.
d. Last-mile mobility – Travel requirements to reach public transport stations and increasing demand for last-mile
deliveries (for industries such as food, ecommerce etc.). The latter will also fuel greater demand for electric 2Ws as
players in these markets move towards meeting their sustainability commitments.
The 2W market is further segmented into scooters, motorcycles & mopeds and Low speed scooters & E-bicycles.
Fig. 7. Segment-wise domestic two-wheeler share (FY 2013, FY 2019, FY 2023, H1 FY 2024)
(in Mn, as % of domestic 2W sales)
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Source(s): Society of Indian Automobile Manufacturers, Redseer Estimates
Scooter sub-segment has grown quickly in past few years owing to:
a. Ease of learning & riding – smaller structure, gearless, light-weight framework (which makes it the preferred choice
for most women, old and inexperienced riders). This also pushes the demand in domestic and international tourism
markets where people need rentals for temporary use.
b. Utility and features – Storage space, safer (low top speed), ease of maneuvering through congested roads.
Affordable price segments dominate both scooters and motorcycles (including mopeds), with 86% and 77% of sales volumes
respectively in less than ₹100 thousand (<US$ 1250) price bracket (at ex-showroom prices) in H1 FY2024. This reflects the
demand for 2Ws being driven by the growing middle-class population that has sizeable discretionary spend but is price
conscious.
Despite large domestic volumes, there is headroom for 2Ws to grow in India.
High fuel prices and the resulting total cost of ownership (TCO) have limited 2W penetration to ~160 2Ws per ‘000 people in
India in CY 2022, which is much lower than some of the SEA countries, suggesting a large headroom for 2W growth ahead.
Fig.8. 2W per ‘000 Population – India vs Global Benchmarks (CY 2022)
(Number of 2W units)
Source(s): World Population Prospects, Redseer Research
Note(s): 1. Global Markets for benchmarks have been selected with the consideration to cover key markets across North America (USA), LATAM (Brazil),
Europe (Italy), Asia (China, India), South-East Asia (Indonesia, Vietnam, Thailand)
The domestic 2W sales are still recovering from the pandemic induced decline and have reached 16-17 Mn as of FY 2023 as
opposed to the pre-pandemic levels of ~21 Mn. The high growth potential of the segment along with the partially recovered
small base is projected to drive strong growth in volumes at ~11% CAGR over the next 5 years. This will enable the domestic
2W market to reach ₹2.8-3.6 Tn (US$ 35-45 Bn) size by FY 2028. Growing middle class population, increasing urbanization-
led demand and favorable policy frameworks are the major growth factors.
Fig.9. Two-Wheeler Domestic Sales Forecast – India (FY 2023, FY2028P)
(in Mn units)
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Source(s): Redseer Estimates
2. Four-Wheeler Passenger vehicles (4W-Passenger Vehicle) –This segment comprises cars of various sub-segments such
as hatchbacks, sedans and utility vehicles.
As per SIAM, India produced ~4.6 Mn 4W-Passenger Vehicles in FY 2023, of which ~0.7 Mn were exported and 3.9 Mn were
sold domestically (domestic opportunity size of ₹3.2-3.5 Tn (US$ 40-45 Bn) at consumer prices). In terms of domestic sales,
India became the world’s third largest 4W-Passenger Vehicle market (source: Economic Survey) in December 2022.
Fig.10. 4W Passenger Vehicles Domestic Sales – India vs Global Benchmarks (Key Countries by Domestic Car sales,
CY 2022)
(in Mn units)
Source(s): Redseer Research
Note(s): 1. India: Figure of FY 2023
Large headroom is available for 4W growth in India.
As of CY 2022, India only had 25-30 4W-Passenger Vehicle per ‘000 population, which is roughly 1/12 th of the USA and 1/7th
of China, suggesting a large headroom for growth.
Fig.11. 4W Passenger Vehicles per ‘000 Population – India vs Global Benchmarks (CY 2022)
(Number of 4W Passenger Vehicle units per 1000 population)
Source(s): World Population Prospects, Redseer Research
Note(s): 1. Norway, UK, Mexico, Brazil, Vietnam, USA: Figures as of CY 2021; China: Figure as of CY 2020
3. Global Markets for benchmarks have been selected with the consideration to cover leading and comparable markets across North America (USA,
Mexico), LATAM (Brazil), Europe (Norway, UK, Russia), Asia (China, India), South-East Asia (Indonesia, Vietnam, Myanmar)
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Cars are being adopted by a higher number of Indian households due to increased affordability led by growing income levels.
Furthermore, premiumization trends can be seen with segments like compact SUVs growing faster than the other segments as
consumers lean towards better drivability (across different road conditions), greater comfort and improved digital connectivity.
Thus, entry-level hatchbacks will relent some market share to more premium segments, however affordability will continue to
drive the overall demand. This along with other underlying drivers of automotive growth (e.g., reliance on localized components
& fuel, development in road infrastructure and improving credit penetration) will fuel the growth for 4W-Passenger Vehicle
ahead.
As a result, domestic sales in the 4W-Passenger Vehicle segment are projected to reach 5-6 Mn units in FY 2028, at a CAGR
of ~6%. In terms of value, the market is projected to grow at a CAGR of 8-11% to reach ₹5.2-5.6 Tn (US$65-70 Bn) size by
FY 2028.
Fig. 12. (a) 4W Passenger Vehicles Domestic Sales Volume Fig. 12. (b) Value of 4W Passenger Vehicle
Forecast – India (FY 2023, FY 2028P) Domestic Sales Forecast – India (FY 2023, FY
(in Mn units) 2028P),
(in ₹Tn)
Source(s): Redseer Estimates
4. Commercial vehicles – In FY 2023, 1 Mn commercial vehicles were produced in India, of which ~0.08 Mn were exported,
and 0.96 Mn were sold domestically. Growth in the segment is driven by increasing govt. capex logistics, last mile mobility
demand and development of national highways.
5. Three-wheelers (3W) – India is the largest producer of 3W in the world. The three-wheeler market segment includes
vehicles used to transfer both passengers (e.g., auto rickshaws) and cargo (e.g., loading autos). 0.85 Mn 3Ws were produced
in India, of which 0.36 Mn were exported and 0.48 Mn were sold domestically, as of FY 2023.
Section B: Electrification of India’s Automotive Market
2Ws are leading the electrification of India’s automotive market and are on the verge of explosive growth ahead.
2Ws are at the forefront of automotive electrification in India as Indian consumer is sensitive to initial vehicle price. E2W
adoption has grown rapidly to form ~5.1% of 2W registrations in H1 FY 2024, primarily led by scooters. Moreover, EVs are
likely to account for almost half of the domestic 2W sales volumes by FY 2028. E2W OEMs are also well placed to serve the
exports opportunity of 100-110 Mn 2W units. Select E2W OEMs with greater control over manufacturing technology can also
leverage the EV know-how to capture domestic E4W opportunity, taking their overall TAM to ₹ 8.0-9.1 Tn (US$100 to 115 Bn)
in FY 2028.
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Automotive Electrification in India is being led by 2Ws.
All automotive vehicle segments are witnessing the electrification wave. Shared mobility segments (3Ws, commercial vehicles
and taxis) are undergoing electrification to achieve better operating economics (than ICE). eCommerce and logistics players
have adopted EV fleets as part of their decarbonization commitments. Central and state governments are boosting the
electrification of public buses. 3Ws are getting electrified on the back of exemptions from registration and road taxes.
Within personal mobility segments (2Ws and private 4W-Passenger Vehicles), 2Ws are well positioned to lead the
electrification wave in India, unlike many developed markets. This is because of high sensitivity of Indian consumers to the
initial vehicle prices of EVs versus ICE vehicles (given the lower GNI per capita vs the developed markets).
- Adjusting for purchasing power parity, the average ₹200-500 thousand (i.e. US$ 2500-6250) difference between the
price of an E4W – Passenger Vehicles and ICE 4W -Passenger Vehicles in India, is quite high for an Indian consumer,
unlike the consumers in the developed markets. On the contrary, the difference in prices of E2W over ICE 2Ws in
India ( ₹20-70 thousand i.e. USD 250-875) is more palatable for Indian consumers, resulting in E2Ws leading the
electrification in personal mobility automotives.
- Reduced registration costs for EVs across states make the on-road price differential between E2Ws and ICE 2Ws
smaller.
Furthermore, the TCO of an E2W breaks even with a comparable ICE vehicle in ~2 years while that for an E4W breaks even
with that of a comparable ICE 4W in 6-7 years (assuming total lifetime of 2Ws and 4Ws to be 10 years and 15 years
respectively).
Moreover, leaner charging and infrastructural requirements of E2Ws over E4Ws also contribute to their faster adoption in India.
E2Ws have witnessed rapid growth in India.
Fig. 13. (a) Electric 2W Registrations (FY 2018 to H1 FY Fig. 13. (b) Electric 2W Penetration in India (Q1
2024) and Penetration of Overall 2W market in India FY 2022 to Q2 FY 2024)
(Registrations in Mn units, Penetration as % of Overall
2W registrations) (as % of Overall 2W Registrations)
Source(s): Vahan Dashboard Data, Ministry of Road Transportation and Highways
Note: 1. Registration data from Vahan Dashboard does not include Low-speed scooters and E-bicycles sold
E2Ws have seen an accelerated adoption journey in India, with the penetration increasing over 6x between FY 2021 and FY
2022 and over 2x between FY 2022 and FY 2023, to reach penetration levels of ~4.5% of the 2W registrations reported on the
Vahan Dashboard (MoRTH) in FY 2023. It has increased further to ~5.1% in H1 FY 2024. E2W registrations (and subsequently
penetration as % of overall 2W registrations) were marginally lower in Q2 FY2024 than the previous quarter due to reduction
in FAME subsidy, effective from June 2023.
The journey started In 2007, when India saw the introduction of its first E2W. Since 2010, the government focused on EV
adoption and initiated regulatory discussions and planning (including setting up the National Council for E-Mobility) to
encourage reliable, affordable, and efficient EVs that meet consumer performance and price expectations.
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Note: Penetration figures basis e2W registrations as percentage of overall 2W registrations in India for respective period
Key enablers of E2W adoption in India:
1. National Electric Mobility Mission Plan 2020 was launched in 2013, covering multiple initiatives:
a) FAME (Phase I & II) – 86% of the FAME II policy’s budget outlay has been allocated for the creation of demand. The
new rules provide a demand incentive of ₹ 10,000 per KWh. The cap on incentives for E2Ws has been reduced to 15
per cent of the ex-factory price of vehicles from 40 per cent previously (effective from 1 st June 2023).
b) The rate of Goods and Services Tax on electric vehicles has been kept in the lower bracket of 5% (with no cess) as
against the 28% GST rate with cess up to 22% for ICE vehicles.
c) MoRTH also issued a notification in October 2018 which exempted electric vehicles from the requirement of obtaining
permit for their usage as goods or passenger transport vehicles.
2. Production-linked Incentive Scheme (PLI) for Automotive Sector (2021) (detailed in section A): The Scheme was open to
existing automotive companies as well as new investors (who are currently not in automobile or auto component
manufacturing business). Under the Champion OEM 2W & 3W scheme, 4 incumbent Automotive Investor OEMs (i.e.
OEMs already present in the automotive space with ICE 2Ws or 3Ws) and 6 New Non-Automotive Investor OEMs have
been approved.
3. Production-linked Incentive Scheme (PLI) for Advanced Cell Chemistry (2021): The Program will boost domestic
manufacturing and facilitate demand creation for both EVs and stationary battery storage. Three selected bidders (out of
10 received bids) signed the Program Agreement. Under this PLI, the manufacturing facility would have to be set up within
a period of two years. The incentive will be disbursed thereafter over a period of five years on sale of batteries manufactured
in India. In addition to the capacities allocated by the Ministry of Heavy Industries under the PLI Program, private players
are expected to create battery manufacturing capacity to the tune of ~95 GWh.
4. State based subsidies on EV are offered by several states in the range of ₹ 2,500-10,000 (US$ 31–- 125) per KWh on EV
purchase. The tax benefits, registration, and road tax waivers (different policies in different states) etc. further increased
penetration in these markets.
5. Charging Infra co-development by the government, automotive OEMs and focused startups, has also fueled E2W adoption.
As of March 2023, there were 6,586 public EV charging stations in India.
Scooters are leading the E2W penetration.
Stronger supply availability, compact and suitable designs, limited range anxiety, smaller (and lighter) batteries, lower initial
price difference and growing popularity in the Indian market, have resulted in scooters leading India’s E2W market. Within the
scooter segment, premium scooters subsegment (priced (ex-showroom) >₹100 thousand i.e. US$ 1250) have high electric
penetration of ~75% (in H1 FY 2024). With the projected decline in electric scooter prices, consumers are likely to see a higher
number of options across price ranges, driving greater adoption in the lower price bracket as well.
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Fig. 14. (a) Electric Scooter penetration in India (H1 Fig. 14. (b) Price-segment-wise Electric Scooter
FY 2024) Penetration in India (H1 FY 2024)
(as % of total domestic scooter registrations) (as % of domestic scooter registrations)
Source(s): SIAM, Vahan Dashboard Data (MoRTH), Redseer Estimates
Note(s): Ex-showroom price considered
Limited options have restricted EV penetration in the motorcycle segment to <1%, with major EV play in the > ₹100 thousand
price segment. With the strengthening of supply in popular price segments through R&D & technological advancements,
penetration in the electric motorcycle segment is also expected to see an uptick.
E2Ws have also reached the smaller cities in India.
E2Ws are not only limited to the top cities but have also reached non-metro cities such as Kolhapur and Surat (with ~23% and
~15% E2W penetration respectively). Short & localized personal mobility needs in the smaller markets, wider distribution
networks by E2W OEMs, government initiatives to promote universal household electrification & power infrastructure
improvement, and focused financing support for low-mid income consumers, have driven universal adoption of E2Ws in the
country.
Fig.15. Electric Two-Wheeler penetration of selected cities of India (H1 FY 2024)
(as % of Total 2W Registrations)
Source(s): Vahan Dashboard Data (MoRTH)
Note(s): As per reported data from Regional Transport Offices (RTOs) in each city.
Certain states have also seen stronger E2W adoption than others, such as Goa (>16%), Delhi, Karnataka, and Kerala (>10%)
and Maharashtra (>9%).
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Fig.16. E2W Penetration – State Level – H1 FY 2024
(% of 2W registrations)
Source(s): Vahan Data (Ministry of Road Transportation and Highways)
Note(s): Data for Telangana state is not available on Vahan Portal
India’s E2W penetration is potentially at an inflection point for explosive growth ahead.
Mature EV markets denote that EV penetration levels of 3-5% in the leading vehicle segment, (E4Ws in these markets) have
been followed by tremendous growth in EV adoption, driven by increased product awareness, greater user comfort and strong
market supply. India is projected to follow suit to see rapid increase in E2W adoption in the next ~5 years.
Fig. 17. E4W Penetration in Global Markets (Year 1 to Year 6)
(as % of total 4W domestic sales)
Source(s): 1. IEA, Electric car registrations and sales share in selected countries, 2018-2022, IEA, Paris https://www.iea.org/data-and-
statistics/charts/electric-car-registrations-and-sales-share-in-selected-countries-2018-2022, IEA. Licence: CC BY 4.0
2. IEA (2023), Global EV Outlook 2023, IEA, Paris https://www.iea.org/reports/global-ev-outlook-2023, License: CC BY 4.0
3. IEA, Electric car registrations and sales share in selected European countries, 2018-2022, IEA, Paris https://www.iea.org/data-and-statistics/charts/electric-
car-registrations-and-sales-share-in-selected-european-countries-2018-2022, IEA. Licence: CC BY 4.0
Note(s): 1. Year 1 represents the year when electric 4W penetration in the respective country was 1%
2. This is a work derived by Redseer from IEA material and Redseer is solely liable and responsible for this derived work. The derived work is not endorsed
by the IEA in any manner.
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Moreover, there is a significant growth headroom in terms of E2W penetration when compared to the global markets. While
Vietnam’s electric vehicle market sees significant share from lead acid electric vehicles which are banned in India by the
Transport Authority in certain vehicle types, the penetration in China and European markets shows how E2W adoption can
grow on the back of regulatory support and strong supply. India has been following a similar journey, which is expected to
yield sizeable growth in E2W penetration.
Fig.18. Electric 2W Sales Penetration – global benchmarks (CY 2022 unless specified)
(as % of Domestic 2W Sales)
Source(s): Redseer Research and Analysis
Note(s): 1. India: Figure as of H1 FY 2024; Vietnam: Figure as of 2021; 2. Figures include E-bicycles 3. France, Germany, Italy, Spain, and UK: Motorcycle
figures Includes L3e, L4e and L5e categories.
As a result, E2W penetration is projected to grow to 41-56% of the domestic volumes in FY 2028.
Fig. 19. Electric Two-Wheeler Penetration Projection (FY 2018, FY 2023 and FY 2028P)
(in Mn, % of Two-Wheeler Sales)
Source(s): Redseer Research and Estimates
As per these estimates, E2Ws (1% in 2022 to ~50% penetration in 2028-2029) are expected to see faster adoption than other
disruptive technologies like smartphones (1% to 50% penetration in 11-12 years) and laptops (1% to 50% penetration in 17-18
years).
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Fig. 20. Category sales penetration curves for Smartphones, Laptops and E2Ws
(as % of category sales volumes)
Source(s): Redseer Research & Estimates
Note(s): 1. Year 1 represents the year when technology achieved 1% category sales penetration
Multiple factors are expected to drive the steep adoption of E2Ws in India.
1. Reduction in initial vehicle price (led by the drop in Battery Price) – Battery pack (primarily constituted by cell and BMS)
contributes to 35-40% of an E2W’s Bill of Materials (BOM) cost. Global E2W battery pack prices have reduced by ~88%
between CY2010 (US$ 1183/kWh) and CY2023P (US$ 139/kWh). This has been due to the fall in the prices of cell raw
materials, innovation in cell chemistry (e.g. increased usage of cheaper and abundant materials in the cell composition such
as iron phosphate in LFP i.e. Lithium, iron phosphate batteries), greater supply of cell manufacturers and, increase in energy
density (which has made batteries smaller, lighter and cheaper). Further, a ~43% reduction in global battery pack prices is
projected in the next 7-8 years.
Fig.21. Global Li-ion Battery Pack price trend (CY2020 to CY2030P)
(in ₹ thousands/KWh)
Source(s): IEA, Evolution of Li-ion battery price, 1995-2019, IEA, Paris https://www.iea.org/data-and-statistics/charts/evolution-of-li-ion-battery-price-
1995-2019, IEA. Licence: CC BY 4.0, Redseer Research
Note: This is a work derived by Redseer from IEA material and Redseer is solely liable and responsible for this derived work. The derived work is not
endorsed by the IEA in any manner
2. Easing access to ‘Electric fuel’ and improving driving range – While ICE 2Ws need to be refueled at stations, ‘fuel’ for
E2Ws comes home for its users – leading to lesser energy loss, smaller refueling costs and greater convenience. A single
battery charge provides a range of 70-115 km on an average (for lithium-ion batteries) for E2Ws. Ongoing improvements
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in the EV driving range (e.g. increasing battery density) are solving range anxiety, one of the primary challenges to EV
adoption.
The Ministry of Power has allowed sale of electricity as ‘service’ for charging of electric vehicles incentivizing investments
in charging infrastructure. Under Phase II of the FAME scheme 2877 charging stations have been sanctioned by the
government in 68 cities across 25 States/UTs. As of March 2023, there were 6,586 public EV charging stations (632 under
FAME I & II) in India with 419 on the National Highways (Source: Ministry of Heavy Industries)
Multiple categories of charging options being provided by various parties in India:
a) Charging at residences/offices using existing electricity connections and Electric Vehicle Supply Equipment.
b) Public Charging Stations installed by EV-OEMs or Non-OEMs in the EV charging space, including fast-charging
stations that allow quicker charging of the company specific EVs.
c) Battery Swapping Stations where any discharged or partially charged EV battery can replaced.
3. Scale Expansion by E2W OEMs – As opposed to the domestic ICE 2W market, which is heavily dominated by traditional
OEMs, E2W is more democratized in terms of supply. Easier product assembly due to fewer moving parts and availability
of certain components for off-the-shelf purchase along with regulatory support have encouraged new entrants in the market.
E2W OEMs will also be able to scale faster through quicker product diversification – they will be able to develop new
offerings (customized variants, new models) more easily than traditional ICE OEMs. They can utilize different
configuration and combinations of constituent components such as battery, motor etc. (with different ratings and capacities)
to introduce newer products much faster than their ICE counterparts. Typically, ICE variants require higher level of analysis
and modifications at component level (viz. engine, body shape and internal configuration) and manufacturing level.
Growing demand has also pushed traditional OEMs to increase their E2W production capacity.
4. Serving a variety of use-cases–- E2Ws have piqued the interest of all industries providing last mile and hyperlocal deliveries
(e.g. online food & grocery delivery, last-mile couriers, at-home beauticians / handymen etc.) as well as ride-hailing
services (2W taxi), owing to better economics and lower carbon footprint. E2W OEMs are designing specific products to
serve the B2B use cases which include features like greater carrying space (rather than the conventional pillion seat), longer
range over single charge etc. Innovations like swappable batteries also have the potential to accelerate B2B adoption.
5. Service network – While servicing and maintenance needs in E2Ws are low, owing to lesser number of moving parts (as
compared to ICE 2Ws), dedicated servicing & repair fleets are being developed by OEMs to cater to occasional customer
demand. Given E2Ws’ high technological depth and complexity, the after-sale service market for E2Ws is expected to stay
largely organized and OEM controlled.
6. Consistent government push – Persistent regulatory support across supply, demand, infrastructure, and financing etc. for
EVs is expected to continue.
Electrification is a “flywheel” and will accelerate the overall 2W adoption in India
E2Ws are likely to capture not just the ‘replacement’ demand but also generate new 2W demand by tapping interest from
households that do not currently own 2Ws, but look for lower cost of ownership, better performance, and sustainability.
Moreover, by providing use-case specific design and efficiency, E2Ws are projected to better capture the emerging demand in
the last mile and hyperlocal delivery segments. Thus, continuous flow of the electrification flywheel will accelerate the overall
2W adoption in India.
Certain E2Ws OEMs can also capture domestic E4W market and E2W export opportunities.
1. Domestic 4W Electrification- Government subsidies, EV specific car loans, significant tax rebates, lower running costs
and negligible maintenance costs pushed the initial demand for electric vehicles in the 4W-Passenger Vehicle market.
Traditional ICE OEMs entering the EV market and tech-led reduction in input prices, have built a supply of affordable
electric cars in India. On the back of these growth factors, EVs penetrated ~1.9% of the overall 4W registrations in H1
FY 2024, as per the vehicle registrations reported by MoRTH (Ministry of Road Transport and Highways) on the Vahan
portal.
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Fig.22. Electric Four-Wheeler sales and Penetration in India (FY 2018 to H1 FY 2024)
(In 000 units, penetration as % of total 4W domestic sales volume)
Source(s): Vahan Dashboard Data (MoRTH)
Yet, E4W penetration is much lower than 2Ws, because of higher initial prices vs ICE, lack of charging space in Indian
households, limited supply with few players in the market, underdeveloped charging and servicing infrastructure. Most
OEMs in the nascent India E4W market are ICE-OEMs cross-utilizing their existing ICE-4W platforms to produce E4Ws.
There is a large headroom available for E4W penetration in India (as compared to the global markets), creating space for
more OEMs to enter the market and for OEMs to advance their EV production approaches.
Fig.23. E4W Penetration – Global Benchmark (CY 2022) and India (FY 2023)
(As % of total 4W domestic sales volume)
Source(s): Redseer Research and Analysis
Note(s): 1. Global Markets for benchmarks have been selected with the consideration to cover leading and comparable markets across North America (US,
Mexico), LATAM (Brazil), Europe (Germany, Norway, Sweden, Netherlands, UK, France, Italy, Spain), Asia (China, India), South-East Asia (Thailand,
Indonesia)
Growth in E4W penetration in Norway and Sweden has been driven by strong policy interventions, aimed at reducing the
purchase price of electric vehicles and deployment of charging infrastructure. With a similar government-led emphasis in India,
along with supply strengthening, increased consumer education & awareness around advanced feature set, improved product
experience and lower total costs of ownership, E4W penetration is projected to reach 11-13% of total 4W-Passenger Vehicle
sales volume by FY 2028.
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Fig.24. (a) E4W sales and Penetration in India (FY 2018, Fig. 24. (b) E4W Penetration in China (CY 2020
FY 2023 and FY 2028P) - CY 2022) and comparison with India
(In Mn, penetration as % of Total 4W-Passenger Vehicle (penetration as % of Total 4W-Passenger Vehicle
Domestic Sales) Domestic Sales)
Source(s): 1. India: Vahan Dashboard Data (MoRTH), Redseer Estimates, 2. China: As per IEA (2023), Global EV Outlook 2023, IEA, Paris
https://www.iea.org/reports/global-ev-outlook-2023, License: CC BY 4.0, China Association of Automobile Manufacturers
E2W OEMs, who own the EV’s manufacturing technology, are well equipped to extend their play in the E4W segment
and unlock a part of the immense growth potential. Specifically, ownership of the cell technology and vehicle software
will be crucial to drive extendibility in the E4W segment. Further, E2W OEMs can cross-leverage portions of their supply-
chain and EV brand to command a strong position in the E4W market.
2. 2W Exports - India is globally the second largest market in terms of domestic sales of 2Ws. Other global key markets of
2Ws (in terms of sales) include China (~60-65 Mn), Indonesia (~5 Mn), Vietnam (~3 Mn) and Thailand (~2 Mn) as of CY
2022. ~18% of the 2W volumes produced in India have exported in the last 5 years (FY 2019 to FY 2023). Indian climate,
traffic, road, and riding conditions that require robust, sturdy high-quality products, have has created a strong image for
Indian 2Ws globally.
This provides a strong export opportunity for domestically produced E2Ws, which are more efficient & sustainable and
available at a slightly higher initial price (vs ICE 2Ws). Furthermore, the government is facilitating increase in exports
under the Export Promotion of Capital Goods Scheme where battery electric vehicles of all types will be eligible for reduced
export obligation requirement. Custom duty exemptions have also been provided on imported capital goods required to
manufacture lithium-ion cells for EV batteries, to maintain global competitiveness and enhance their exports.
Emerging markets such as Africa, LATAM and SEA countries which see thriving 2W demand can serve as significant
export opportunities. These markets currently constitute ~75% of India’s 2W exports and therefore share stable and
established trade relations. Promising demand in these markets is under-tapped due to limited domestic E2W supply in
these markets.
In addition, mature western markets like Europe, which contribute a major share to China’s E2W exports, hold great
demand potential owing to mature customer sensibilities and rapidly growing awareness about sustainability. Growing
tension in trade relations between the western markets and China (20-80% tariffs have been levied by the United States
and European Union on Chinese imports), can create greater demand for better value Indian alternatives. The total
addressable market for 2W exports from India is ₹ 7.2-8.0 Tn (US$ 90-100 Bn).
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Huge addressable market is available for E2W OEMs.
As a result of the above, E2W players are addressing a large and promising domestic vehicle market of ~20 Mn unit sales
volume in FY 2023 (~5.2 Mn scooters, ~10.8 Mn motorcycles, ~3.9 Mn 4W-Passenger Vehicles), which is projected to grow
to ~32 Mn units annual sales volume by FY 2028 (~12 Mn scooters, ~15 Mn motorcycles, ~5 Mn 4W-Passenger Vehicles).
This translates into a TAM of ₹ 4.5-5.4 Tn (US$55-65 Bn) in FY 2023, which is projected to reach ₹8.0-9.1 Tn (US$100-115
Bn) by FY 2028.
Fig.25. (a) Total Addressable Market (Domestic Sales of Fig. 25. (b) Electric Vehicle sales - Motorcycle &
Motorcycle & Mopeds, Scooters and 4W) in India (FY Mopeds, Scooters and 4W in India (FY 2023 and
2023 and FY 2028P) FY 2028P)
(In ₹Tn) (In₹ Tn)
Source(s): Redseer Estimates
In addition, 2W exports provide a global market opportunity of 100-110 Mn units.
Fig.26. 2W Export Opportunity for India (CY2022)
(% share of country / region in total global 2W sales)
Source(s): Redseer Estimates
Note: 1. Excludes India
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Section C: India E2W Success Factors and Key Business Models
Disruptors, who follow a vertically integrated approach and work towards localizing their supply chain, are better placed to
win India’s E2W market.
Globally, disruptor OEMs (when compared to the incumbents) have emerged as winners in the EV industry driven by their
ability to innovate. Even in India, disruptor OEMs have scaled well to cover more than 70% of the E2W domestic sales by
volume in H1 FY 2024. Disruptor OEMs have taken multiple approaches in the Indian E2W market, including the vertically
integrated approach which enables the OEMs to have a stronger control over the vehicle performance and costs. Within the
ecosystem, it is the most critical to own the development of EV technology elements including the battery pack, software, motor
& drivetrain and electronics & electricals, along with their interplay with each other and rest of the EV components.
Additionally, in the Indian context, it is crucial for OEMs to rely on domestic sourcing and manufacturing as it enables them
to improve product quality and compliance with regulation while saving costs & import duties.
Disruptors have led the global EV markets and are also ahead in India’s E2W market.
In the major global EV markets, disruptors, who are born electric players, focus on innovation (a key part of their
organizational culture) and have emerged as leaders over incumbents. Disruptors have not only innovated at the product
level, but also inculcated significant process innovations. Instead of trying to force-fit EVs in existing ICE vehicle supply chains
and distribution channels, global disruptors have built EV-specific manufacturing-to-market paths. Their EVs are built as next-
gen automotives enabling a transition from commute-only vehicles to digitally connected smart devices with advanced
functionality. Being category creators helps disruptors in establishing a brand name which becomes synonymous to the
market/product for the consumers. Their innovation-first culture and tech-led business model attracts competent tech and
research teams, building new-age, young and dynamic talent in-house.
Incumbents, on the other hand, face challenges that inhibit their ability to capitalize on the EV opportunity. These challenges
include their dependence on ICE, split focus on R&D, limited electric powertrain expertise, assembly-led industry model and
typically long product development timelines. Incumbents are at a disadvantage in the fast-paced innovation-driven EV market.
Disruptor OEMs have also emerged in the India E2W market and have gained a larger market share.
Fig.27. Total E2W Registrations in India, market share of Incumbents Vs Disruptors in India (FY 2022 – H1 FY 2024)
(in Mn units, share as % of E2W registrations)
Source(s): Vahan Data (Ministry of Road Transportation and Highways), Redseer Analysis
Note(s): - 1. Incumbents: 2W OEMs who have existing ICE 2W products and have also introduced Electric 2W in India. This also includes subsidiary
companies of such Incumbents, which only have E2W products. 2. Disruptors: 2W OEMs who have entered the market with only electric 2-wheeler
products in their automotive product portfolio 3. Registration data from Vahan Dashboard does not include Low-speed scooters and E-bicycles sold.
Vertically-integrated approach, comprising complete ownership of EV value chain activities including research,
manufacturing technology and consumer touchpoints, is more effective.
Disruptor OEMs in India’s E2Ws market, currently take multiple approaches, broadly segmented into Vertically Integrated
approach and Partial Ownership approach. Vertically Integrated approach refers to the complete ownership of all the key EV
manufacturing & retail activities by E2W OEM, primarily covering R&D, manufacturing, charging network, sales and
distribution and after-sales services.
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Fig.28. Approaches taken by E2W OEMs in India
(Descriptive)
Note(s): 1. In the above table, indicates that the E2W OEM has in-house capability and ownership of the respective activity in the value chain; indicates
that E2W OEM may have partial or complete in-house capability / ownership2. ‘*’: activities undertaken through dealer and service partner networks
Vertically integrated approach has generated better outcomes for global EV OEMs as it offers strong control over the product,
profitability, and scalability. This was demonstrated in the strong resilience of such OEMs during the global chip shortage,
which affected all automotive manufacturers. EV disruptor OEMs with vertically integrated approach were able to capture
market demand (better than incumbents) by coming up with agile and adaptable solutions (e.g. rewriting software which was
compatible to available chip supply).
Mentioned below are the critical aspects of the vertically integrated approach.
Ownership of R&D & Technology – Designing and development of EV technology components (cell & battery pack,
software, motor & drive train and electronics) in-house (rather than procuring readily available off-the shelf items) enhances
control over the product. This is fundamental for improving vehicle functionality, catering to emerging use-cases and
responding to customer needs with agility. These components constitute majority of the vehicle BOM, making their ownership
critical to provide competitive cost advantage and boost the OEM margins.
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Fig.29. E2W BOM Cost by Key Components
(as % of E2W Vehicle BOM Cost)
Source(s): Redseer Research and Analysis
Note: BMS- Battery Management System
a. Cell: Battery pack comprises 35-40% of the E2W vehicle cost, of which 80-85% is constituted by the cells, making it
the most critical component of the E2W. The speed, per charge range, charge time, safety, weight and price of the
vehicle depend heavily on the cell.
Innovations in cell chemistry have been (and will continue to be) core to EV adoption globally (making EVs
comparable to ICE vehicles in terms of both performance and costs).
- As mentioned in section A, lithium-ion based cells, such as NMC and LFP, are currently seeing widespread
adoption, given their unique benefits.
- Recent innovations have yielded ‘4680’, a 46X80 mm cylindrical cell (which is expected to replace the 21X70
mm cell), which is 5.5x larger in size and has higher energy density that increases the driving range of the
vehicle. It also offers a higher charging rate (leading to shorter charging times), improved heat dissipation
performance (leading to increased safety) and reduced production costs (fewer parts).
- Furthermore, cell technology is expected to undergo greater innovation to reduce dependence on critical
materials and ensure supply-chain sustainability. Innovations such as use of silicon (as anode) to improve
energy density and cheaper alternatives like sodium-ion batteries, are already underway (though their
commercialization may take several years).
Consequently, leading global EV manufacturers have developed in-house cell manufacturing capabilities. Large scale
cell production has helped these players unlock greater efficiency, making their products superior in terms of quality
and accessibility to consumers across the world. Hence, ownership of the cell manufacturing will be crucial to gain
edge in a competitive Indian E2W market.
Additionally, it can help OEMs to control industry manufacturing value-chains in the long run. India is projected to
require 40-60 GWh in terms of E2W battery requirements by FY 2028 (considering 11-15 Mn E2W vehicle sales in
FY 2028). Furthermore, India’s annual demand for ACC batteries is projected to rise to 104-260 GWh (from 2.7 GWh)
by 2030 across multiple sectors (Source: Niti Aayog). Under the PLI scheme for ACC energy storage, manufacturing
facilities are being set up with the objective of achieving 50 GWh of domestic capacity by 2030.
b. Battery Management System (BMS) – Multiple cells are assembled into a module and connected with battery
management system, to create the battery pack. The BMS safeguards both the rider and the battery by ensuring that
the cell operates within safe (and optimum) operating parameters. Global battery packs made in South Korea, China
and USA are not made specifically for Indian riding conditions (tropical temperatures, rain, dust, road vibrations and
high humidity). Indian BMS needs to be contextualized to manage safety, range, and performance of the E2Ws, making
its ownership critical for long-term success.
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c. Software – Lack of availability of standard applications for enabling digital features on E2Ws (as opposed to E4Ws)
has pushed E2Ws OEMs to invest in vehicle software development. OEMs who build their own vehicle software can
better adapt it to the hardware and provide superior experience (vs OEMs who outsource software development) during
and beyond the ride. Owning the software also provides greater scalability by allowing cross-leveraging of features
across various EV models (including scooters, motorcycles, mopeds and four-wheelers). In addition, it allows for
wider feature set (as opposed to ICE vehicles) that is contextualized to local conditions (such as vernacular maps,
connected vehicles, geo-fencing, music-on-go/music control, party mode, call control, voice assistant, reverse mode,
incognito mode etc.). Moreover, it can offer increased control and readiness in cases of supply chain disruptions and
electronic shortages. Also, it enables the OEM to drive superior engagement efforts, such as community building
among consumers, new feature updates etc.
d. Premiumization trends are likely to be seen in the E2W market as well. Software owning OEMs can competitively
cater to this demand through differentiated feature offerings that enhance safety (hill-hold, safety light, guide-me-
home light, keyless entry, theft and tow alerts, emergency SOS buttons etc.) and provide better communication and
entertainment.
e. Integration capabilities – In addition to owning the individual technological components discussed above, it is
important for E2W players to own their integration with each other and other vehicle components. An integrated
assembly provides greater product control (performance, experience, design and costs), while also better preparing
OEMs against external disruptions.
For example, design integration capability can enable OEMs to create products that serve multitude of use-cases. On
the other hand, while software-led integration of electronics is crucial to improve power train efficiency and digital
feature enablement, in-house motor manufacturing can provide flexibility and smoother interplay of hardware
components. Additionally, vertical integration will allow for better usage and utilization of manufacturing as the OEMs
will be able to churn out more market-ready and customer-centric products. It will also result in lower dependency on
other agencies, leading to higher efficiency in operations and leaner cost structures.
1. Direct Customer Engagement
Distribution of traditional ICE 2Ws is led by dealerships in India (over 35000 dealerships across the country as of FY
2023), wherein dealers are responsible for not only sales but also after-sale services. However, E2W is an emerging
category where consumers need greater support with discovery & education of the products (and the after-sale service
requirements are also limited). Hence, OEM-owned distribution & retail of E2Ws could be more effective.
- Direct consumer engagement would provide OEMs with first-hand data and insights (on customer demographics,
expectations, and satisfaction levels) leading to higher prediction accuracy, agility and prompt problem solving.
Furthermore, it would lead to additional cost efficiency (by elimination of dealership margins).
- It can be further complemented by integrating digital offerings (for example test drive booking, vehicle booking,
financing, insurance, and payments etc.) that create a seamless buying journey.
In addition, OEMs can strengthen their brand among consumers by continuing to engage directly after purchase:
- OEM built charging infrastructure enhances user experience through digital connectivity, updates, and fast charging
facilities.
- Owning the servicing infrastructure enables the OEM to provide a safe and hassle-free after-sale experience to the
customers.
- OEMs can also leverage the EVs’ connectivity features to provide regular software updates to enhance vehicle
performance and improve customers’ overall experience
Localized supply chain is crucial for an E2W OEM to succeed in India.
Localization of E2Ws production can optimize quality and margin benefits (eliminating supplier margins & import duties), part
of which can be passed on to the consumers.
Following components have significant indigenization potential:
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1. Cell - ~70% of the cell’s cost comes from the raw materials in use. Indian OEMs can localize 50-60% of the overall cell
BOM costs as rest of the raw materials are unavailable in the country (e.g., Lithium, Nickel and Cobalt create dependence
on imports). However, graphite, manganese (used in NMC batteries) and aluminum (used in Nickel Cobalt Aluminum
batteries) are abundantly present in India and can be used in domestic cell production.
2. Motor – Electric motors require rare earth magnets that are not available in India, however, all the other components of
the motor can be locally sourced.
3. Power electronics - While silicon-based semiconductors are not yet produced in India, electronic components like printed
circuit boards that use these chips, can be locally designed and assembled through contract manufacturing to contextualize
the products as per Indian environments.
4. Other electrical and mechanical components – These are produced domestically at scale by Indian manufacturers and can
be localized to enhance control and improve the production economics.
In addition to a better supply chain and product quality control, localization is also required for achieving the benefits of the
regulatory schemes. The FAME subsidy requires the production or assembling of the vehicle to be done domestically, while
the PLI scheme for automotive requires applicants to achieve a Domestic Value Addition of 50% to claim incentives.
Additional efficiency can be built in indigenized sourcing supply chains via integrated production hubs with co-location of
suppliers. This would allow for the optimum backward and forward integration mix of value-chain activities, efficient supplier
relationships and optimized manufacturing capacity.
Conclusion
India accounts for 15-20% of global production for 2W and is the 3rd largest 4W-Passenger Vehicle market in the world (in
terms of sales volumes), with strong growth headroom in both segments. India’s automotive market is undergoing EV-led
transformation with EVs emerging as the next-gen smart products. Indian government has also provided impetus to promote
domestic manufacturing and adoption of Electric vehicles through production-linked incentives for manufacturers and
subsidies.
2Ws have been at the forefront of automotive electrification in India, emerging as the more appealing alternative (as compared
to 4W) to the price sensitive Indian consumer, with a lower initial price differential vis-à-vis their ICE counterparts.
Technologically advanced electric vehicles are expected to disrupt the India market with greater affordability, advanced
software enabled features, better consumer experience and decarbonization capabilities. E2W adoption has grown rapidly to
reach ~5.1% of total 2W registrations in India in H1 FY 2024. E2W are projected to account for 41-56% of the domestic 2W
sales volumes by FY2028. E2W OEMs are also well placed to serve the exports opportunity of 100-110 Mn units globally.
Globally, disruptor OEMs (when compared to the incumbents) have emerged as the winners in the EV industry driven by their
ability to innovate. Even in India, disruptor OEMs have scaled well to cover more than 70% of the E2W domestic sales by
volume in H1 FY 2024. Disruptor OEMs have taken multiple approaches in the Indian E2W market, including the Vertically
Integrated approach which enables the OEMs to have a stronger control over the vehicle performance and costs. Hence,
successful E2W OEM in India will need to have greater control over manufacturing technology- it will be critical to own key
EV technology elements such as the cell and battery pack, software, motor & drive train and electricals & electronics, along
with their interplay with each other and rest of the EV components. It will also be crucial for OEMs to rely on domestic sourcing
as it will enable them to improve product quality and compliance with regulations while saving costs & import duties.
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OUR BUSINESS
Some of the information in the following section, especially information with respect to our plans and strategies, consists of
certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those
expressed in, or implied by, these forward-looking statements. You should read the section “Forward-Looking Statements” on
page 26 for a discussion of the risks and uncertainties related to those statements and the section “Risk Factors” on page 28
for a discussion of certain risks that may affect our business, financial condition or results of operations. Unless otherwise
stated, or the context otherwise requires, the financial information used in this section is derived from our Restated
Consolidated Financial Information included in this Draft Red Herring Prospectus beginning on page 232. Industry and market
data used in this section have been extracted from the Redseer Report, which has been commissioned by our Company
exclusively in connection with the Offer for the purposes of confirming our understanding of the industry in which we operate.
For further details and risks in relation to the Redseer Report, see “Risk Factors – We have used information from the Redseer
Report which we commissioned for industry related data in this Draft Red Herring Prospectus and any reliance on such
information is subject to inherent risks.” on page 51. The Redseer Report will form part of the material documents for inspection
and is available on the website of our Company at https://olaelectric.com/investor-relations/reports. The information in the
following section is qualified in its entirety by, and should be read together with, the more detailed financial and other
information included in this Draft Red Herring Prospectus, including the information contained in “Risk Factors”, “Industry
Overview”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 28, 129, 232 and 308, respectively.
Who We Are
We are a pure EV player in India and are building vertically integrated technology and manufacturing capabilities for EVs and
EV components, including cells. We manufacture EVs and certain core EV components like battery packs, motors and vehicle
frames at the Ola Futurefactory. Our business focuses on capturing the opportunity arising out of electrification of mobility in
India and we also seek opportunities to export our EVs in select international markets in the future. We have delivered four
products and additionally announced six new products since our first product announcement in August 2021. We commenced
delivery of our first EV model, the Ola S1 Pro, in December 2021. This was followed by the delivery of the Ola S1 in September
2022, the Ola S1 Air in August 2023 and the Ola S1 X+ in December 2023. On August 15, 2023, we announced other new EV
scooter models, the Ola S1 X (2 kWh) and the Ola S1 X (3 kWh), in addition to the Ola S1 X+, as well as a line-up of
motorcycles comprising four models, Diamondhead, Adventure, Roadster and Cruiser. We plan to commence delivery of the
Ola S1 X (2 kWh) and the Ola S1 X (3 kWh) by the first half of Fiscal 2025 and the motorcycles in the first half of Fiscal 2026.
We had the highest revenue of all Indian incorporated electric 2Ws (“E2Ws”) original equipment manufacturers (“OEMs”)
from E2W sales in Fiscal 2023, according to the Redseer Report. Within nine months of delivering our first EV scooter in
December 2021, we became the best-selling E2W brand in India in terms of monthly E2W registrations on the VAHAN Portal
of Ministry of Road Transport and Highways (“VAHAN”) according to the Redseer Report.
Research and development (“R&D”) and technology is at the core of our business model with a focus on in-house product
innovation. We undertake R&D activities in India, the United Kingdom (“UK”) and the United States (“US”) focused on
designing and developing new EV products and core EV components, such as battery packs, motors and vehicle frames. We
are in the process of building our EV hub in Krishnagiri and Dharmapuri districts in Tamil Nadu, India, which includes our Ola
Futurefactory, our upcoming Ola Gigafactory and co-located suppliers in Krishnagiri district. At our Ola Futurefactory, we
manufacture our EV scooters using certain EV components manufactured in-house and other components procured from third
parties, such as cells. The Ola Futurefactory is the largest integrated and automated E2W manufacturing plant in India (in terms
of production capacity) by an E2W-only OEM, as of September 30, 2023, according to the Redseer Report. In addition, we
operate a BIC in Bengaluru, India that is focused on developing cell and battery technology and manufacturing processes for
our forthcoming cell manufacturing at the Ola Gigafactory.
We operate our own direct-to-customer (“D2C”) omnichannel distribution network comprising 935 experience centres and 414
service centres (of which 410 service centres are located within experience centres) situated across India, as of October 31,
2023, in addition to our Ola Electric website. Our network of experience centres was India’s largest company-owned network
of experience centres as of September 30, 2023 according to the Redseer Report.
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The following table sets forth our key operating and financial metrics:
Notes:
(1) Earnings before interest, taxes, depreciation and amortisation, or EBITDA, is a non-GAAP measure which represents loss for the period/year, before tax
expenses, finance costs and depreciation and amortisation expenses. For reconciliation, please see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Summary Results of Operations – Non-GAAP Measures” on page 328.
(2) Source: Redseer Report
Market Opportunity
Unless otherwise indicated, industry and market data appearing in this section have been derived from the Redseer Report.
India is emerging as a manufacturing powerhouse of EVs. India is the second largest 2W market globally and third largest
in the 4W market in terms of domestic sales. The total addressable market for 2W exports from India is between ₹ 7.20 trillion
to ₹ 8.00 trillion. The trend towards electrification of mobility is driven by increasing affordability of EVs attributable to lower
battery prices, improved EV driving ranges and regulatory support amongst other factors, in addition to advanced software
enabled features, favourable policy environment and a lower carbon footprint as compared to internal combustion engine
vehicles (“ICE”). E2Ws are at the forefront of the electrification of mobility in India due to their favourable total cost of
ownership (“TCO”). E2W adoption has grown rapidly to reach approximately 5.1% of total 2W registrations in India the first
half of Fiscal 2024. E2Ws are projected to account for 41-56% of the domestic 2W sales volume by Fiscal 2028. Additionally,
markets like Africa, LATAM and SE Asia provide an export opportunity for Indian E2W OEMs further increasing their TAM.
E2W OEMs are well placed to leverage an export opportunity of 100-110 million units globally.
India is the 2nd largest 2W market globally (by domestic sales volume), with the Indian 2W market constituting 15-20% of
the global 2W production in Fiscal 2023. Despite having the second largest domestic 2W sales volume, E2W penetration in
India is lower than Germany, China, France, Spain and Italy but is expected to expand from approximately 4.5% of domestic
2W registrations reported on the VAHAN portal in Fiscal 2023 to 41-56% of domestic 2W sales volume by Fiscal 2028.
Approximately 18% of vehicles manufactured in India in Fiscal 2023 were exported. In Fiscal 2023, approximately 75%
of 2W exports from India were to Africa, LATAM and Southeast Asia geographies that are categorized by limited domestic
E2W supply. Further mature markets such as Europe contribute a major share to China’s E2W exports and represent an
additional export opportunity for Indian E2W OEMs. Overall, 2W exports provide a global market opportunity of 100-110
million units per annum.
India’s favourable policy environment is also accelerating electrification of mobility led by improved EV penetration
across vehicle segments. The National Electric Mobility Mission Plan (“NEMMP”) 2020 of the Government of India covers
multiple incentives including demand incentives for various EV categories. In 2015, the FAME scheme was launched pursuant
to the NEMMP. In 2020, the Government of India launched the production-linked incentive (“PLI”) schemes across various
sectors to boost domestic manufacturing, reduce import dependence, encourage exports and generate employment, of which
India’s automobile industry is a key beneficiary. In addition, certain states in India provide EV purchase related subsidies, tax
benefits, vehicle registration and road tax waivers to enhance EV penetration in such local markets.
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We believe that we are well-positioned to address this large market opportunity in EV led by our vertical integrated
approach, focus on technology, R&D, execution ability and eligibility to avail certain government incentives. Globally disruptor
OEMs (versus incumbent OEMs) have emerged as winners in EVs driven by a focus on innovation. Similarly, in India, disruptor
OEMs have scaled well to cover more than 70% of the E2W domestic sales by volume in the first half of Fiscal 2024.
Our Business Model
Our business model is founded on three key scalable platforms: (1) our R&D and technology platform with in-house design
and development across EV technologies and components, (2) adaptable manufacturing and supply chain platform, and (3)
D2C omnichannel distribution platform. Our model is vertically integrated across R&D and technology, manufacturing, supply
chain, sales and service, and charging facilities.
Our R&D and technology platform consists of the following technologies which are interconnected: (a) software, including
our in-house developed operating system, MoveOS, (b) electronics, (c) motor and drivetrain, (d) cells and battery packs and (e)
manufacturing technology. These technologies enable the development of an adaptable platform architecture that can be used
to develop different EV models, giving us better control over product and performance and cost, and enabling us to achieve a
fast time to market. For example, the Ola S1 Air and Ola S1 X+ models use the same battery packs.
Our manufacturing and supply chain platform consists of a vertically integrated manufacturing ecosystem across core EV
components like battery packs, motors and vehicle frames, a resilient and common supply chain with a focus on co-location
and localization and flexible assembly lines. This platform, combined with our ability to scale our manufacturing capacity in
coordination with our network of suppliers, help us drive down costs and optimize capital expenditure on the development of
our EVs. For example, the core components of the Ola S1 Pro, Ola S1 Air, and Ola S1 X+, such as battery packs, motors and
vehicle frames, are manufactured on the same assembly line. In addition, all of our servicing and training infrastructure is
common across all our EV models.
Our D2C omnichannel distribution platform consists of an integrated company-owned sales and service network, a charging
network, and an online retail platform. We distribute, sell and service all of our current EV models, comprising the Ola S1 Pro,
the Ola S1 Air and Ola S1 X+ on the same platform, and all our EV models are able to charge on the same charging network.
Through this platform, we are able to reach a broader customer base and maintain greater control over the customer experience.
This platform can be scaled to accommodate future EV models, enabling us to achieve a faster time to market and optimize our
investment in infrastructure.
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Three key pillars of our business model
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Our vertically integrated approach
Notes:
(1) We currently source cells from suppliers and are in the process of developing cell technologies and cell manufacturing processes for use in the Ola
Gigafactory. Phase 1(a) of the Ola Gigafactory is expected to be completed and operational by March 31, 2024.
(2) We manufacture EVs and core EV components, such as battery packs, motors and vehicle frames, internally and source other EV components from
third parties.
Our business model across the three key pillars enables us to improve our EVs’ performance, resulting in a better customer
experience, business growth and control over cost. This enables us to continuously focus and invest in R&D and technology,
giving rise to flywheel effects.
Our Flywheel
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Our Product Philosophy
Our product philosophy of best design, best performance and best technology is central to our product development. We focus
exclusively on EV technologies that are necessary for the manufacturing and performance of our EVs. We have designed our
products on a common and adaptable platform architecture comprising standardized EV components, designed internally, such
as our electric powertrain, which includes a modular battery pack with BMS and motor, as well as a power electronics module.
These components can be adapted for use in different EV models, allowing us to develop newer models on such platform in a
timely and cost-efficient manner. Our current EV scooter Generation 2 platform is the base for the Ola S1 scooter models – Ola
S1 Pro, Ola S1 Air, Ola S1 X+, Ola S1 X (2 kWh) and Ola S1 X (3 kWh). Our Generation 2 platform enhances key features of
our EV scooters such as acceleration, speed, range, motor power and battery performance as compared to the Generation 1
platform. We also plan to replicate the platform approach for our recently announced motorcycle range which comprises four
models – Diamondhead, Adventure, Roadster and Cruiser. Platform-based product development is central to our product
strategy, as we have designed flexible manufacturing lines that are adaptable to different product offerings. All our products
are powered by MoveOS, an operating system developed in-house. In September 2023, we launched MoveOS version 4, as a
beta roll-out, which includes various new features such as navigation powered by Ola Maps (owned by Geospoc Geospatial
Services Private Limited, a Promoter Group company), call filter, ‘find my scooter’, geofencing, time fencing, anti-theft alert,
fall detection, hill hold, auto turn-off indicators, ride journal and energy insights. Our EV scooters are connected to our network
and designed to transmit data through our vehicle telematics systems, which enables us to continually enhance our product
features and performance.
Our Focus on R&D and Technology
Technology is at the core of our business model. Our R&D centres and BIC are staffed with engineers with electrical,
electronics, chemical, mining, automotive, mechanical and engineering qualifications and automotive experience in vehicle
product development, designing, engineering and manufacturing. Our commitment to technology and innovation is reflected in
our pool of 974 on-roll and off-roll employees dedicated to R&D across product development, vehicle and software engineering,
vehicle design and cell development, as of October 31, 2023. Our platform consists of the following technologies that are
interconnected: (a) software including our in-house developed operating system, MoveOS (b) electronics (c) motor and
drivetrain (d) cells and battery packs and (e) manufacturing technology. As part of our product development efforts, these EV
technologies are developed internally, giving us significant control over our product performance.
Our Manufacturing and Supply Chain Capabilities
We built the Ola Futurefactory in eight months, reaching an installed capacity of one million units per year as of October 31,
2023. We manufacture EVs and certain core EV components like battery packs, motors and vehicle frames (starting on August
1, 2023) at the Ola Futurefactory. This, combined with our in-house design and R&D capabilities, enhance our control over EV
scooter quality and performance, optimize costs and enable us to achieve fast time to market and scalability.
We are also building our EV hub in Krishnagiri and Dharmapuri districts in Tamil Nadu, India, which is expected to span up
to 2,000 acres of land, and includes our Ola Futurefactory, our upcoming Ola Gigafactory for cell manufacturing in Krishnagiri
district and co-located suppliers in Krishnagiri district. Our EV hub includes 700 acres of land that the State Government of
Tamil Nadu has reserved for two years for allotment to our suppliers that co-locate within our EV hub pursuant to a
Memorandum of Understanding (“MoU”) dated February 18, 2023. Three of our direct and indirect suppliers are currently co-
located in our EV hub.
Our EV hub is pivotal to our aim to become a hub for manufacturing quality EVs and to build an EV supply chain ecosystem
within the EV hub that is efficient and resilient. For raw materials and processing facilities that we do not currently own, we
are assessing the feasibility of a variety of options, such as long-term supply agreements and direct or indirect ownership to
secure an uninterrupted supply for our production.
Our D2C Pan India Network and Omnichannel Customer Experience
We operate our own D2C distribution network comprising 935 experience centres and 414 service centres (of which 410 service
centres are located within experience centres) situated across India, as of October 31, 2023, in addition to our Ola Electric
website. Our network of experience centres was India’s largest company-owned network of experience centres as of September
30, 2023 according to the Redseer Report.
Our customers have access to an omnichannel purchase experience through our Ola Electric website, our online platform for
D2C sales to customers, which customers can also access at our experience centres. Customers can discover our products,
reserve test drives and pre-order and purchase EV scooters through the Ola Electric website, and track the status of after-sales
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services at our service centres through the Ola Electric Companion app. We deliver our vehicles across India.
Our omnichannel network helps us increase our reach and manage customer engagement and experience. For example, we
received a total of 54.80 million unique users on our Ola Electric website in Fiscal 2023 and 23.22 million unique users between
June 2023 to October 2023. In October 2023, 80.68% of our EV scooter owners visited our Ola Electric Companion app at least
once to access various features and/or functions on the app. Our D2C model can lead to cost efficiency by eliminating dealership
margins, according to the Redseer Report.
Our customers may also subscribe to our Ola Care and Ola Care+ programs for a fixed annual fee through the Ola Electric
Website and the Ola Electric Companion app and receive services and assistance at home or any other locations by submitting
a request through our Ola Electric Companion app. According to the Redseer Report, we are India’s first E2W OEM of scale
to provide an end-to-end online purchase experience to customers.
In addition to facilitating home charging through portable chargers, we currently also offer our customers exclusive charging
services through our charging network, which comprised 224 hyper charger guns and 764 standard charger guns across 17 and
21 states, respectively, as of October 31, 2023. Our EV scooter owners can achieve a 50 km driving range on a 15-minute
charge at our hyper charger guns. Our EV scooter owners currently charge their EV scooters at our standard and hyper charger
guns for free until December 31, 2023, after which, we may charge for such services. Our charger guns are exclusively for the
use of Ola EV scooter owners and are currently not accessible to other scooter users.
Eligibility for the PLI Schemes
Our Company has been approved for India’s PLI schemes – one relating to the manufacturing of advanced automotive
technology products (the “Automobile PLI Scheme”), and another relating to advanced cell chemistry batteries (the “Cell
PLI Scheme”). For further details, please see the section titled “Key Regulations and Policies” on page 189. We are the only
EV manufacturer in India that is a beneficiary of two PLI schemes, according to the Redseer Report. Under the Cell and
Automotive PLI Schemes, all of the advanced chemistry cells and EVs that we manufacture and sell will qualify us for cash
incentive up until the specified cap under the schemes.
Our Material Subsidiary, OET has been approved to be eligible for the Champion OEM Incentive Scheme under the Automobile
PLI Scheme vide a letter of award dated February 22, 2022, from the Industrial Finance Corporation of India Limited, project
management agency for PLI-Auto. Under the Automobile PLI scheme, incentives are available for up to five consecutive
financial years, commencing from Fiscal 2023, where the incentive availed for a financial year will be disbursed in the
subsequent financial year. The Automobile PLI Scheme requires approved applicants to apply for registration of their products
as eligible advanced automotive technology vehicles, in respect of which pre-approval of the eligible product will be undertaken
by the testing agency of the MHI, and a minimum 50% domestic value addition on the eligible product, that is required to be
certified by the testing agency of MHI, for being eligible for incentives. Upon receipt of the approval certificate from the testing
agencies, approved products would be eligible for incentive under the Automobile PLI Scheme. Under the Automobile PLI
Scheme, the incentive amount would range between 13% and 18% of the “determined sales value” (“DSV”). We expect to
become eligible for subsidies from the Automobile PLI Scheme from January 2024 onwards.
Meanwhile, we have been awarded 20GWh capacity under the Cell PLI Scheme vide a letter of award dated March 28, 2022
from the Ministry of Heavy Industries, Government of India, the most received by any Cell PLI recipients, according to the
Redseer Report. The Cell PLI Scheme provides for a cash incentive to be distributed to our Company on a quarterly basis which
is dependent on the percentage of value addition during the relevant period and actual sale of the advanced chemistry cells. We
are eligible to receive the incentives under the Cell PLI Scheme over a five-year period from the commissioning date of our
Ola Gigafactory, subject to fulfilment of certain conditions. Under the Cell PLI Scheme, we are required to manufacture cells
as per the committed capacity specified in our bid. Accordingly, we are required to achieve 1GWh capacity in the first year in
Fiscal 2024, 5GWh in the second year, 10GWh in the third year and 20GWh capacity by the fourth year. If we fail to achieve
the agreed upon capacity each year, the Government of India has the right to deduct twice the shortfall in the committed capacity
from the total subsidy payable to us. Furthermore, the Government of India has the right to discontinue payment of any subsidy
and appropriate the performance security furnished by us in case we fail to achieve the agreed upon milestone. See “Risk
Factors – Any reduction or elimination of government incentives such as the Faster Adoption and Manufacturing of Electric
(“FAME”) subsidy, benefits under the production linked incentive (“PLI”) scheme for Automobile and Auto Component
Industry (“Automobile PLI Scheme”), PLI Scheme for National Programme on Advanced Chemistry Cell Battery Storage
(“Cell PLI Scheme”) (together “PLI Schemes”), subsidies from the government of Tamil Nadu, and goods and services tax
concessions available to our customers or the ineligibility of any of our electric vehicles for such subsidy would increase the
purchase cost of our electric vehicles and could adversely affect customer demand for our electric vehicles.” on page 31.
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Our Competitive Strengths
Pure EV player with a leadership position in the fast-growing Indian E2W market
E2W penetration in India is expected to expand from approximately 4.5% of domestic 2W registrations sales reported on the
VAHAN portal in Fiscal 2023 to 41-56% of the domestic 2W sales volume by Fiscal 2028, according to the Redseer Report.
Our exclusive and singular focus on EV enables us to leverage on this transition in the growing Indian 2W market.
We were the largest E2W seller in India by number of units registered in the six-months period ended September 30, 2023,
accounting for approximately 31% of the total E2W registrations in India for such period, according to the Redseer Report. We
are a pure EV company and our R&D and technology including in-house design, engineering, manufacturing, are all singularly
focused on building EV products. As a greenfield EV company, we do not have to allocate financial and operational resources
in ICE technologies.
Founder led company supported by a highly experienced and professional leadership team
Our Founder, Chairman and Managing Director, Mr. Bhavish Aggarwal, is an entrepreneur who founded our Company, in
addition to ANI Technologies Private Limited, also known as Ola Cabs, in 2010. Ola Cabs is a ride-hailing mobility platform
in India. Bhavish has received several accolades such as India 30 under 30 from Forbes India in 2014, Entrepreneur of the Year
from the Economic Times in 2017, Top 100 Most Influential People by Time Magazine in 2018 and featured in the TIME100
Climate List in 2023 as one of the most innovative leaders globally.
We are also led by a Board of Directors with diverse expertise that will contribute to and participate in the formulation of our
business strategy. In addition, many of our senior management have experience across a broad range of industries and functions
and technology research centres, enabling them to effectively operate the business.
In-house R&D and technology capabilities
Our in-house capabilities to develop EV technologies are driven by our focus on R&D. We undertake R&D activities in India,
the UK and the US, focused on designing and developing new EV products and core EV components, such as battery packs,
motors and vehicle frames. Meanwhile, the BIC is focused on developing cell and battery technology and manufacturing
processes for our forthcoming cell manufacturing at the Ola Gigafactory, such as material synthesis, cell manufacturing
technology and material characterization, prototyping and testing. Our R&D efforts are centred around five key technologies:
(a) software, (b) electronics, (c) motor and drivetrain, (d) cells and battery packs and (e) manufacturing technology.
Our R&D spend in the three-months period ended June 30, 2023 and Fiscals 2023, 2022 and 2021 amounted to ₹935.53 million,
₹5,077.11 million, ₹1,758.40 million and ₹436.06 million, respectively, comprising 7.32%, 18.25%, 38.54% and 41.11% of
our total income for such periods, respectively. We had 974 on-roll and off-roll employees engaged in R&D activities, including
scientists and engineers, of which 60 are PhD holders as of October 31, 2023.
R&D Spend (₹ million)
Note: R&D spend comprises research costs and additions to intangible assets under development.
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Leveraging our R&D, we have developed core EV components across the following technologies: (a) our in-house operating
system, MoveOS, which includes various features such as navigation powered by Ola Maps (owned by Geospoc Geospatial
Services Private Limited, a Promoter Group company), call filter, ‘find my scooter’, geofencing, time fencing, anti-theft alert,
fall detection, hill hold, auto turn-off indicators, ride journal and energy insights; (b) a centralized electronics architecture that
enables EV control and human machine interactions (“HMI”); (c) compact motor and drivetrain which vary in size and capacity
and are adaptable to different power outputs; (d) cell and battery pack manufacturing technologies and (e) automated and
flexible assembly lines for different EV models. We have also developed the preliminary design of a 4680 cell in-house at BIC,
for which testing is in progress and we expect to manufacture cells at the upcoming Ola Gigafactory. Our in-house R&D results
in a fast time to market, low R&D costs and significant control over product performance.
Manufacturing at scale and supply chain resilience
The Ola Futurefactory is the largest integrated and automated E2W manufacturing plant in India (in terms of production
capacity) by an E2W-only OEM, as of September 30, 2023, according to the Redseer Report. As of October 31, 2023, the Ola
Futurefactory had an installed capacity of one million units per year. The Ola Futurefactory is an automated manufacturing
facility equipped with modular and flexible assembly lines and an in-house paint shop. The in-house design, and manufacturing
of our core EV components enhance our control over the optimization of EV performance and quality. These capabilities to
manufacture at scale, automation, and flexible lines also enable us to improve cost efficiency across value chains through
economies of scale in our supply chain, fast component development and cross-utilization of equipment across products.
Furthermore, our direct relationship with suppliers and our focus on local suppliers for most of our EV components gives us
enhanced control of our supply chain.
Scalable platform-based design and development approach
Our platform-focused product development is core to our business model, enabling us to leverage common elements, such as
our modular electric powertrain which includes a modular battery pack with BMS and motors, as well as a power electronics
module, electronics and software to develop and design new EV models. This reduces our estimated product development costs
and time to market. Our capability to develop multiple models on our adaptable platform model enabled us to deliver four
products and announce six new products since our first product announcement in August 2021. As of October 31, 2023, 68.85%
of the components used in three of our EV scooter models, the Ola S1 Pro, the Ola S1 Air and the Ola S1 X+, are common
across all three models. For example, the Ola S1 Pro, the Ola S1 Air and the Ola S1 X+ use the same battery pack. We expect
that the modular and adaptable nature of our platform architecture will help to drive down our costs and enable us to achieve
fast product development cycles, thereby reducing our time to market. Our products are optimized for performance and design
from the data that we collect, which also provides feedback that we factor in when developing new products.
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Note: Mass market segment for scooters is defined as vehicles priced at ₹100,000 or less, according to the Redseer Report.
Direct to Customer Omnichannel Distribution Model
We believe our digitally driven and integrated sales and service experience model offers cost advantages. Our D2C distribution
model enables us to directly engage with customers and collect customer feedback, which we take into consideration in
developing our products and product upgrades to ensure they are responsive to customer preferences. We maintain low levels
of vehicle inventories at our experience centres, with the majority of our inventory stored in our distribution centres. The
distribution centres centrally manage the inventory and arrange for distribution to our experience centres or directly to customer
addresses. This central management system enables us to forecast demand and tailor supply orders and production schedules
more accurately.
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Our experience centre locations across India
Notes:
1. Map not to scale.
2. Certain of the locations marked above occupy more than one experience centre.
Eligibility for EV-related government incentives leading to cost advantages
We are the only EV manufacturer in India that is a beneficiary of two Government of India PLI schemes: the Automobile PLI
Scheme and the Cell PLI Scheme, according to the Redseer Report. Under the Cell and Automotive PLI Schemes, all of the
advanced chemistry cells and EV scooters that we manufacture and sell will qualify us for a cash incentive up until the specified
cap under the schemes subject to the conditions for disbursement of incentives under the schemes. Under the Automobile PLI
Scheme, which commenced from Fiscal 2023, the incentive availed for a financial year will be disbursed in the subsequent
financial year (for example, incentives applicable for Fiscal 2023 will be disbursed in Fiscal 2024) for up to five consecutive
financial years (but not beyond Fiscal 2027). We must obtain a certification from the testing agency of the Ministry of Heavy
Industries, Government of India, certifying that our products meet the scheme eligibility requirements and has at least a 50%
domestic value addition, in order to qualify for the disbursement.
We are one of only three beneficiaries awarded benefits under the Cell PLI Scheme, as of September 30, 2023, according to the
Redseer Report. Cell PLI was awarded for a total of 30 GWh capacity, of which we were awarded 20 GWh, the most received
by any Cell PLI recipient, according to the Redseer Report. We are eligible to receive the incentives under the Cell PLI Scheme
over a five-year period from the commissioning date of our Ola Gigafactory, subject to fulfilment of certain conditions, such
as achieving the domestic value addition threshold required under the Cell PLI Scheme and our commencing sales of advanced
chemistry cells. For details, see “Key Regulations and Policies” beginning on page 189.
In addition, the Government of India’s FAME scheme provides a subsidy to all customers who purchase EVs in order to
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encourage faster adoption of EV mobility. Our customers who purchase our scooters are eligible to receive a cash subsidy from
the government of 15% of the ex-factory price of the purchased scooter, as of October 31, 2023. The amount of the FAME
subsidy is priced into the retail price of our EVs and after the sale, we submit subsidy claims and receive the subsidies directly.
Such subsidies help in lowering the cost of ownership of our products and potentially improve the demand for our scooters. See
“Risk Factors – Any reduction or elimination of government incentives such as the Faster Adoption and Manufacturing of
Electric (“FAME”) subsidy, benefits under the production linked incentive (“PLI”) scheme for Automobile and Auto
Component Industry (“Automobile PLI Scheme”), PLI Scheme for National Programme on Advanced Chemistry Cell Battery
Storage (“Cell PLI Scheme”) (together “PLI Schemes”), subsidies from the government of Tamil Nadu, and goods and services
tax concessions available to our customers or the ineligibility of any of our electric vehicles for such subsidy would increase
the purchase cost of our electric vehicles and could adversely affect customer demand for our electric vehicles.” on page 31.
Further, OET and OCT qualify for a lower corporate income tax rate of 15% available to new manufacturing domestic
companies under Indian income tax law.
Our execution capabilities
We believe that our execution capability is a skill set that we bring across various facets of our business. We built the Ola
Futurefactory in eight months, from the start of construction to manufacturing our first EV scooter at the assembly line in the
factory. The Ola Futurefactory had an installed capacity of one million units per year as of October 31, 2023. Since the opening
of our first experience centre in September 2022, we have expanded our experience centre network to 935 experience centres
as of October 31, 2023. Our on-roll and off-roll employee count also increased significantly from 665 as of March 31, 2021 to
6,577 as of October 31, 2023 as we scaled our business over the last two years. We had 974 on-roll and off-roll employees
engaged in R&D activities as of October 31, 2023. We have delivered four products and additionally announced six new
products since our first product announcement in August 2021. Our in-house capabilities to develop EV technologies driven by
our focus on R&D, internal manufacturing of core EV components and adaptable platform-based product development approach
has helped us to lower our costs. In June 2023, we commenced construction of our Ola Gigafactory, which will enable us to
manufacture cells in-house and serve as another supply source for cells for our products.
Our key milestones
Our Strategies
Build “India” centric EV products with an “India first” strategy
India’s 2W production market of approximately 19.5 million units in Fiscal 2023 is primed for electrification and is expected
to aid in achieving India’s promise at the UN COP 26 Summit to cut emission to net zero by 2070, according to the Redseer
Report. The penetration rate of 2Ws in India is relatively low at approximately 15% in Fiscal 2023, evidencing significant
growth potential within the Indian 2W market, according to the Redseer Report. Given the opportunity size and tailwinds such
as lower TCO, lower emissions, and convenience, and consistent with our “India first” strategy, we view India as our core
market. Over the next several years, we plan to continue to develop and launch next-generation EVs to serve a variety of price
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points and automotive use cases. We intend to leverage both our existing Ola S1 platform and develop new platforms to deliver
new EVs designed for use based on the target market and consumer segment to expand our serviceable market.
Continue to invest in R&D to advance our technological capabilities and optimize costs
We are a technology driven company and we invest in R&D to improve our product offerings, adapt to changing consumer
preferences and improve our cost and operational efficiency. Our Generation 2 platform is the product of our continuous
investment in R&D. The Ola S1 Pro (second generation) offers a lower BOM of approximately 18%, higher unit economics
and enhanced performance, as compared to the first generation model. We leveraged our Generation 2 Ola S1 platform in
conceptualizing and developing our latest EV scooter models, the Ola S1 Air and Ola S1 X+. These EV scooters benefited from
improvements in the overall cost structure and lower manufacturing costs. We continue to enhance our software, MoveOS, by
adding new features to address customer needs and preferences and improve EV performance. Our BIC is developing cell and
battery technology and manufacturing processes for our forthcoming cell manufacturing at the Ola Gigafactory. We plan to
commercially test alternative EV cell technologies and evaluate other battery formulations. We will continue to invest in our
in-house R&D, design and engineering capabilities including R&D talent across our research centres in India, the UK and the
US.
Building an EV hub with vertically integrated manufacturing and supply chain to improve cost efficiency
Pursuant to our MoU with the State Government of Tamil Nadu, we plan to build our EV hub, which currently includes our
Ola Futurefactory and is expected to also include our future in-house cell manufacturing facility, the Ola Gigafactory. We intend
to further invest in flexible assembly lines within our Ola Futurefactory which are able to adapt to the production of different
EV models. Our EV hub is also pivotal to our aim to build a resilient supply chain as it will serve as a co-location site for our
suppliers in the future. We believe that bringing E2W and cell manufacturing and component suppliers together in our EV hub
can increase vertical integration, foster innovation and manage costs. In the future, we may also enter into arrangements,
including alliances for the supply of certain raw materials and EV components and continue optimizing our operational cost
through our end-to-end streamlined manufacturing processes and in-house design and engineering initiatives.
Develop our cell technology and strengthen our in-house manufacturing capabilities
We currently source cells from third party suppliers. Cells form a significant percentage of overall EV cost, according to the
Redseer Report. For example, batteries for our EV scooters constituted approximately 35% of the BOM for Ola S1 Pro scooters
as September 30, 2023. Our medium to long-term plans place emphasis on backward integration for greater control over our
supply chain and costs. We commenced construction of our Ola Gigafactory for cell manufacturing in June 2023. We have
developed cell technology around the 4680 form factor, for which testing is in progress. We expect to use the cells produced
by the Ola Gigafactory for our existing and future EV products. We believe that in developing our in-house cell manufacturing
capabilities, we will be able to gain greater control over the quality, supply and cost of our batteries and EVs.
Our Ola Gigafactory under construction
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Expand the product portfolio to drive market penetration
For each new vehicle category that we launch, we will strategically launch products across premium and mass-market
categories, to enable us to target and capture a broader base of consumers across different product types and price points. By
adapting our technology platform across our products, we believe that we will grow our product portfolio to build scale in our
EV business. Our sustainable platform-based approach, whereby our in-house designed EV components can be adapted for use
in different EV models, allows us to develop products in a timely and cost-efficient manner, achieve a fast time to market and
improve margins. We plan to further launch affordable mass market Ola S1 models, including E2Ws targeted at the personal,
business to business and last-mile delivery segment by first half of Fiscal 2025.
We also plan to commence delivery of our motorcycles, which we announced on August 15, 2023, by the first half of Fiscal
2026. We plan to further expand our product portfolio to also cover mass market motorcycles to capture a broader base of
consumers across different product types and price points in the long run.
Monthly registration data of our electric scooters
(₹)
Source: Redseer Report
Total Addressable Market for 2Ws
Source: Redseer Report
Strengthen our D2C omnichannel network across sales, service and charging
We seek to enhance the customer experience through the continued expansion of our network of experience centres and service
centres across both rural and urban areas and deepen our penetration within India. We aim to further expand our network of
charging stations across India in the near-term, to provide added convenience to our customers in charging their EV scooters.
We plan to expand our network of Ola branded charging stations strategically by focusing on fuel stations, high density office
complexes, malls and educational institutes.
Allocate capital efficiently and focus on growth
Our capital allocation approach emphasizes investment in R&D and technology to design, engineer and manufacture core EV
components and establish an adaptable platform architecture to support further development and manufacturing of EVs. We
have also allocated capital towards developing our cell manufacturing capabilities through the BIC, as well as the Ola
Gigafactory that is currently under construction within the EV hub. We believe that such investments into the development of
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our in-house cell manufacturing capabilities will enable us to gain greater control over the cost of our batteries and EVs and
improve our margins. Our strategy is to deploy our capital in a sequential manner. For example, we progressed towards the
production of motorcycles after we achieved margin efficiency for our EV scooter portfolio. In line with our capital allocation
approach, our cash flow used in investing activities for the acquisition of property, plant and equipment, acquisition of intangible
assets and development expenditure on internally generated intangible assets, for the three-months period ended June 30, 2023
and Fiscals 2023, 2022 and 2021 was ₹ 2,374.14 million, ₹ 8,426.12 million, ₹ 8,872.80 million and ₹ 1,085.30 million,
respectively.
We will continue to focus on growing our product pipeline, expanding our manufacturing capacity and investing in R&D and
our sales, service and charging networks.
Leverage the global EV opportunity
While we have adopted an “India first” strategy, we recognize the unfulfilled demand for EVs in international markets,
especially in some key automotive markets such as ASEAN, Latin America and Africa, which are according to the Redseer
Report, large 2W markets. According to the Redseer Report, these markets constituted approximately 75% of India’s 2W
exports in Fiscal 2023. Thus, we plan on carefully assessing the export opportunities across geographies under our “export
next” strategy. We believe that our brand positioning, technology focus, innovation and commitment to sustainability will
appeal to customers globally and enable us to expand our sales footprint across international automotive markets.
BUSINESS DESCRIPTION
Our Ecosystem
Our business ecosystem consists of our products and technologies, our go to market offering and services and our manufacturing
and supply chain capabilities as detailed below.
Notes:
*Delivery of the Ola S1 X (2 kWh) and the Ola S1 X (3 kWh) has not commenced.
**Delivery of motorcycles has not commenced.
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Our Products
We aim to develop our pure EV presence across all EV segments, with a target addressable market of approximately 16-17
million vehicle sales in Fiscal 2023, according to the Redseer Report. Our initial focus is on E2Ws as we believe they are a core
mobility product for the middle-class population in India. We envision our E2W product portfolio being present across a range
of price points. We plan to strategically launch products across premium and mass-market categories to enable us to target and
capture a broader base of consumers across different product types and price points.
Our current line of second generation EV scooters include:
Ola S1 Pro: Our flagship premium EV scooter offering, featuring an extended driving range of up to 195 km, a top speed of
120 km per hour and a range of smart technologies on a 7-inch touchscreen.
Ola S1 Air: Our second premium EV scooter offering, featuring a driving range of 151 km with a 6 kW peak motor power and
a range of smart technologies on a 7-inch touchscreen.
Ola S1 X+: Retailing at a lower price than the Ola S1 Air, the Ola S1 X+ features a driving range of 151 km and comes in seven
different colours. This model also includes smart connectivity features such as keyless unlock and a 5-inch segmented display.
Ola S1 X (2 kWh) and Ola S1 X (3 kWh) : Our mass-market EV scooters that feature a driving range of up to 151 km and a 3.5-
inch segmented display available in two battery capacity configurations: 2 kWh and 3 kWh.
We plan to commence delivery of the new scooter models, the Ola S1 X (2 kWh) and the Ola S1 X (3 kWh), by the first half
of Fiscal 2025.
All our EV scooters are built on the Generation 2 platform launched in August 2023
Note:
Vehicle retail price is as of October 31, 2023.
We take a user-centric approach to design that seeks to enhance the mobility experience and our products’ appeal to India’s 2W
customer segment. Our design philosophy emphasizes both functionality and aesthetics. In designing our products, we follow
a design-for-cost philosophy whereby our EVs designed with the aim to optimize the cost of manufacturing, sales and
distribution of the end product.
Each EV is powered by our electric powertrain designed in-house using a modular design that incorporates core EV
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components, including a modular battery pack that varies in size depending on the EV model including an in-house developed
BMS, a motor and a power electronics module. The design and configuration of the motor also contributes to improved
efficiency. Our EV design received the German Design Award in 2020.
In August 2023, we transitioned from our Generation 1 platform as we launched our Generation 2 platform. We intend to use
the Generation 2 platform as the base for our future EV scooter models. Compared to the Generation 1 platform, the Generation
2 platform has a lower BOM and unit economics as well as enhanced features. The Ola S1 Pro (second generation) offers a
26% improvement in EV performance, a 28% improvement in thermal performance, an 18% reduction in cost, 11% fewer parts,
6% less energy consumption and a 4% reduction in EV weight, as compared to the first generation model. We started
manufacturing EV scooters on our Generation 2 platform at our Ola Futurefactory in September 2023.
Comparison of the Ola S1 Pro on the Generation 1 Platform vs Generation 2 Platform Based on the Ola S1 Pro Model
We design our E2Ws to suit India’s terrain and climate. We apply industry standards in the E2W testing and validation process.
We undertake multiple pre-production tests on specific batches of EVs, such as cell charging and discharging tests. As of
October 31, 2023, we had accumulated over 13.70 million kilometres of road tests for our products. Our battery packs have
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received an IP67 rating from the Automotive Research Association of India, which signify that the E2Ws are protected against
water ingress and are therefore able to operate in certain challenging environments. Our products are certified by relevant
authorities and certification organizations, including the Automotive Research Association of India for the Ola S1 Pro and its
variants and the International Centre for Automotive Technology for the Ola S1 Pro and the Ola S1 X+.
Our product philosophy of best design, performance and technology is reflected in the specifications and performance of our
portfolio EV scooters – the Ola S1 Pro, Ola S1 Air and the Ola S1 X+. We believe that this product philosophy will also be
reflected in our upcoming EV scooters, the Ola S1 X(2 kWh) and Ola S1 X (3 kWh). For example, according to the Redseer
Report, the Ola S1 Pro (second generation) has the highest top speed and the longest range per full charge among the E2W
offerings by E2W players of scale in the Indian market as of September 30, 2023. Our S1 Pro (second generation) EV scooter
is able to reach 0-40 km per hour in 2.6 seconds and features up to 120 km per hour top speed. Our EV scooters operate on our
MoveOS operating system, which controls all of their features, driving modes and performance.
Motorcycles
On August 15, 2023, we announced a line-up of E2W motorcycles, comprising the Cruiser, Adventure, the Roadster and our
flagship motorcycle, the Diamondhead. We expect to begin delivery of the motorcycles in the first half of Fiscal 2026.
Diamondhead Adventure
Cruiser Roadster
Our Technology
R&D and technology is at the core of our business model with a focus on in-house product innovation. We undertake R&D
activities in India, the UK and the US, as well as at our BIC, focusing on the following key technologies:
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● Software: Our in-house developed software stack consists of our real time operating system firmware platform,
MoveOS operating system, artificial intelligence (“AI”) platform and applications built on top of these platforms.
Each of these platforms are designed to ensure scalability across EV models, supply chain resilience and faster
development cycles.
● Electronics: We have created a centralized control system for E2Ws that unlocks fast software processing through
standardized interfaces and provides integrated human machine interaction and vehicle control.
● Motor and drivetrain: We have developed and manufactured in-house, our electric motor and drivetrain, which vary
in size and capacity to adapt to different power outputs.
● Cell and battery: We assemble our own battery pack, source cells from a supplier and use our in-house designed BMS.
We are in the process of developing cell technologies and cell manufacturing processes for use in our upcoming Ola
Gigafactory.
● Manufacturing Technology: Manufacturing based on flexible assembly lines, allowing easy switches between
different products with different performance specifications. We also employ industry 4.0 technologies to manage
quality control and improve our operational efficiency.
Our focus on developing our core EV technologies in-house helps us build an adaptable platform for use across multiple models,
gives us greater control over product performance and agility in responding to supply chain disruptions, and helps us reduce
our time to market and lower our R&D costs. For example, 68.85% of the components used in three of our EV scooter models,
the Ola S1 Pro, the Ola S1 Air and the Ola S1 X+, are common across all three models as of October 31, 2023.
Software
Software is deeply integrated into the entire Ola Electric ecosystem and the core functionality is divided into four key areas: (i)
customer lifecycle management, (ii) MoveOS - our in-house EV operating system, (iii) manufacturing cloud and (iv) the
horizontal AI platform that powers use cases across the Ola Electric ecosystem.
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Our software architecture
Customer lifecycle management
The customer lifecycle management stack is a digital layer that scales across all customer touchpoints: discovery, test rides,
purchase, financing, order fulfilment, support and service. The Ola Electric online and offline channels through which customers
are able to explore and test our products, are closely integrated, enabling us to effectively manage all leads. The Ola Electric
Companion app provides customers access to key EV information such as driving range and EV status and provides them with
the ability to lock and unlock the EV scooter digitally, add additional users, customize EV settings and navigate using Ola Maps
(owned by Geospoc Geospatial Services Private Limited, a Promoter Group company). A common integrated view of customer
and EV data empowers service technicians to diagnose and resolve issues quickly.
Operating System
MoveOS is our in-house operating system that controls all key functions of the EV. The battery management system (“BMS”)
and the motor control unit (“MCU”) are responsible for the driving, charging and overall performance of the EVs. The BMS
ensures efficient energy management, charging control, estimation of state of charge and battery health and thermal
management. We collect data through the telematics systems installed across our vehicles and continuously analyse the data to
improve our product performance. We offer multiple driving modes (Hyper, Sport, Normal and Eco) which are designed with
their own acceleration, top speed and range profiles to suit Indian driving terrain. The MCU also powers driving features such
as fall detection and hill hold.
As part of the BMS and MCU, our vehicles are equipped with the Ola Sense safety system which monitors the vehicles’ voltage,
current, temperature and sensors to enhance vehicle safety.
The body control module (“BCM”) controls the operation of all EV peripherals such as the touch screen, lights, horn and
keypad inputs and is scalable across different vehicle models. For example, the BCM can be scaled across multiple digital
screens from a 7 inch high resolution touch screen display to low resolution segmented displays. We have also built a fully
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automated over-the-air software upgrade system which allows us to rapidly deploy software for all EV systems at scale.
Vehicle features
Manufacturing cloud
The first key component of the manufacturing cloud is the production management stack (“PMS”). The PMS links together
the enterprise resource planning systems and customer lifecycle management systems, enabling it to predict both demand and
supply and optimize inventory levels, thereby reducing costs and minimizing stock shortages. The PMS is also used to plan and
schedule production of all assembly lines and EV variants.
The manufacturing cloud also houses our quality management system that leverages computer vision models to identify defects
in incoming parts and throughout the entire manufacturing and assembly process. Sequential interlocks ensure that operations
occur in the correct sequence across all our assembly and manufacturing lines.
Real time performance monitoring leverages Internet Of Things sensor data to measure machine health and predict failures and
maintenance in advance. This system also monitors operator and line performance against target key performance indicators
and provides insights to factory management for timely interventions.
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AI platform
The AI platform is a horizontal layer that powers key applications across the customer lifecycle management, MoveOS and
manufacturing cloud platforms. Integrated data across user and EV touchpoints is used to craft personalized user journeys from
the discovery to purchase and ownership of the product. Sensor fusion is a key technology that uses integrated data collected
from our scooters, factory equipment and phone sensors. These models are trained on this data on the AI cloud and deployed
to power multiple applications such as proximity-based locking/unlocking of the vehicle, driving features such as hill hold and
auto turn off indicator, personalized estimates of range and battery health and predictive maintenance of both EVs and factory
equipment. The vision stack uses a combination of cameras and other sensors to train AI models to identify manufacturing,
assembly and service defects.
Electronics
Our EV electronics systems connect and integrate all core EV components to offer smart EV features related to the movement
of the scooters and other tasks to enable an integrated human machine interface. It includes different control units such as MCU,
EV control unit, BMS and an integrated centralized compute system. The centralized compute system enables central decision
making for EV operations leading to better control.
This implementation enables us to simplify the network and make it adaptable across different models. A simplified network is
also easier to assemble and troubleshoot. This enables us to add more power to our electronics systems without much alterations.
We design the majority of our EV electronics systems in-house, in line with our approach of vertical integration. This helps us
obtain higher operational efficiency between hardware and software and also gives us the advantage of compounding our
learnings across different components over time. For instance, we develop our own embedded software, which allows us to
have lesser dependencies in developing new updates for the EV scooters, leading to a faster over-the-air push. This also unlocks
chip and software interoperability, lowering our reliance on a few select suppliers or partners, leading to supply chain resilience.
As we progress, we may improve these systems further with tweaks to the electronic configurations. Our designs are contract
manufactured by our select suppliers, enabling us to retain better control over the technology while maintaining agility.
Our Generation 2 platform gave rise to the following improvements to our EV electronics system as compared to the Generation
1 platform:
● Reduction in the number of electronic control units from 10 to four.
● Reduction in wiring harness diameter by 29% and weight by 11%.
● 25% reduction in energy consumption using low voltage systems involving lighting and peripherals.
● Simplified network enables quick on-board diagnostics to reduce fault finding time.
● Modular design which is adaptable across different models.
● Improved cost efficiency in manufacturing.
Our capabilities of developing embedded software in-house also enables us to work closely with semiconductor supplier
partners to develop electronics controls in our EVs and next generation electronics.
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Motor and Drivetrain
The motor and drivetrain system, which includes components like the MCU, transmission system and other structural
components, serve to generate power and EV scooter movement. The motor is at the heart of this system and determines the
power output and efficiency of the system. We use different kinds of motors across our scooter models, such as a mid drive
internal permanent magnet (“IPM”) in the Ola S1 Pro and a hub motor in the Ola S1 Air.
We design the motor in-house and have integrated the MCU into the motor for the mid drive IPM motor system to improve
E2W performance. This integrated system delivers a peak power of up to 11 kW resulting in a high torque output for the
drivetrain systems. We can increase the power output of our motor by adjusting the voltage and motor stack length and create
different motors for different models. We design and manufacture our motor in-house. We design the key components of the
drivetrain to compliment the motor, ensuring improved performance and efficiency. Our motor line is automated for
repeatability to ensure quality and efficiency.
Our Generation 2 platform features the following improvements in our motor and drivetrain system over the Generation 1
platform:
● 12% increase in maximum efficiency operating zone and 29% increase in power density.
● Increase in peak power to 10.8 kW from the Generation 1 motor.
● Active length, diameter and operating voltage can be adjusted within the range of the motor line capacity to offer 8
kW to 50 kW.
We expect our next-generation motors to be built with non-rare earth magnets. We expect this will reduce our dependence on
rare metals, thereby lowering our cost. We are also in the process of developing a magnet less motor design.
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Components of our in-house designed electric motor.
Cell and Battery Technology
Battery Pack
The battery pack powers the EV scooter and all core EV components. We have designed and assemble our battery pack in-
house. The battery pack is built using high energy density 2170 form factor cells. The cells along with the BMS and battery
casing forms the core components of the battery pack.
Our battery pack is built to deliver a higher range for our models and packs in peak range of up to 195 Km with the Ola S1 Pro
(second generation). It is adaptable and modular across different battery configurations of 2 kWh, 3 kWh, 4 kWh, etc. This
modularity helps us in making battery packs for different models at speed while also enabling time efficiency in R&D. We
assemble battery packs at our Ola Futurefactory where our battery assembly lines are fully automated for quality control.
The BMS consists of a number of low voltage and high voltage integrated switching and control circuits along with advanced
battery management algorithms. The BMS is controlled centrally and works across different charging methods like home
charging or hyper charging.
We continue to improve our battery pack through in-house R&D. The Generation 2 battery pack features the following
improvements:
● Improved thermal performance and 33% fewer components.
● Increased resilience against different types of cell failures with design features to mitigate cell-to-cell thermal
propagation.
● IP67 rated and tested under varying operating conditions.
● Features technologies such as wire bonding technology that has a lower failure rate compared to other standard
processes, as well as advanced battery algorithms and control systems to lower failure rates.
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Our Generation 2 battery pack
Cell Technology
Cell technology is at the core of our EVs and is responsible for delivering performance and accounts for a significant portion
of the overall cost, according to the Redseer Report. We operate our cell R&D facility, the BIC, in Bengaluru, India. The BIC
is focused on developing cell and battery technology and manufacturing processes for our forthcoming cell manufacturing at
the Ola Gigafactory. The BIC is equipped with equipment and a team of qualified researchers and engineers who work on
material synthesis and science, cell manufacturing technology and material characterization, prototyping and testing. While we
currently focus on nickel manganese cobalt battery formulations, we continuously evaluate other battery formulations and plan
on commercially testing alternative EV cell technologies. We have developed the preliminary design of a 4680 cell in-house
for which testing is in progress. According to the Redseer Report, the 4680 cell, a 46 x 80 mm cylindrical cell, is expected to
replace the 21x70 mm cell, with the former being 5.5 times larger in size and featuring higher energy density that increases the
E2W driving range. The 4680 cell also offers a higher charging rate, resulting in shorter charging times, improved heat
dissipation performance that enhance E2W safety, and lower production costs due to fewer parts. We are also in the process of
implementing advanced electrode manufacturing technology which is anticipated to further lower the cost and time required to
produce lithium cells as the process is simpler and requires fewer equipment. We expect to use the cells produced at the Ola
Gigafactory for our existing and future products, and to build energy products like battery energy storage systems. Developing
our own cell technology helps us to limit our reliance on third party suppliers and reduce costs by avoiding perpetual royalty
fee based payments for access to technology required for cell manufacturing.
Cell Developed at Ola’s BIC
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Manufacturing Technology
With our in-house R&D capabilities, we work on developing manufacturing technologies which enhance our operational
efficiency and control costs. We focus on building and leveraging modern industry 4.0 technologies such as manufacturing
automation systems, in-house manufacturing cloud and in-house AI driven quality management systems.
Automation: We are focused on automating all our manufacturing processes using industry 4.0 technologies. We have
automated certain core manufacturing processes across our motor line, cell manufacturing and robot driven material movement
using our in-house software and hardware development capabilities.
Manufacturing cloud: We have developed an in-house integrated and modular manufacturing operating platform which enables
us to control and monitor all our manufacturing processes centrally in real-time. We are also using industry 4.0 technologies
like digital twin in our autonomous robotic weld lines at the Ola Futurefactory which helps us simulate the welding process and
optimize the changes virtually.
AI driven quality management systems: We are building AI-driven quality management systems to ensure dimensional accuracy
and detect visual defects across manufacturing processes. For example, we are using this in-house developed quality
management system in our battery manufacturing and weld lines at the Ola Futurefactory.
Robot at our Ola Futurefactory
Go-To-Market Strategy
We distribute our products through a D2C omnichannel distribution model comprising our digitally enabled pan-India sales
and service network and Ola Electric website. Customers may purchase our EV scooters through our Ola Electric website or
visit our experience centres to view and test drive the EV scooters before placing their orders through the Ola Electric website
with the assistance of our experience centre staff. We ensure an integrated ownership and after sales service experience through
our network.
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D2C omnichannel distribution model
Discovery
Our customers have access to our sales and services network, which was India’s largest company-owned network of experience
centres as of September 30, 2023, according to the Redseer Report. We assumed control of the operation of our experience
centres and service centres from our Group Company, Ola Fleet Technologies Private Limited on July 1, 2023. Our customers
have access to an all-digital experience throughout the sales process and after-sales service through our Ola Electric website,
from product discovery to EV scooter ownership including booking test rides, booking/purchasing the EV scooter and brand
engagement, to booking and tracking the status of after-sales services at our service centres through the Ola Electric Companion
app. We also offer customers the opportunity to see, touch and test drive our EV scooters at our experience centres prior to
purchasing the EV scooter online.
Our D2C omnichannel distribution network comprised 935 experience centres, some of which also house service centres, across
24 States in India, as of October 31, 2023. We also have the Ola Electric website, an online platform for D2C sales to customers
across all 27 states and six Union Territories in India for the seven-month period ended October 31, 2023.
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Our experience centre at Indiranagar, Bengaluru
Purchase
The online purchase journey can easily be completed in a few simple clicks on our Ola Electric website as highlighted below.
This D2C omnichannel distribution model allows us to directly manage all sales, deliveries and service operations. We believe
that owning our sales and service network enables us to control the customer experience, achieve operational efficiencies and
capture sales and service revenue.
Our digital purchase journey
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Facilitating financing for customers
Our scooters qualify for the FAME subsidy, thereby reducing the TCO of our EV scooters for our customers. We facilitate
financing for our customers through one of our Group Companies, Ola Financial Services Private Limited (“OFSPL”) and in
partnership with 12 financial institutions that offer loan tenures of up to five years as of September 30, 2023. Customers are
able to submit their loan application online or visit our experience centres for assistance. For the three-months period ended
June 30, 2023, approximately 56.55% of the EV scooters purchased in the first quarter of Fiscal 2024 were financed with bank
loans obtained by customers through OFSPL and our partner financial institutions. We offer online as well as offline financing
options to our customers as part of our D2C sales model.
Ownership
Charging network
In addition, our customers have access to our charging network comprising 224 hyper charger guns and 764 standard charger
guns across 17 and 21 States respectively as of October 31, 2023, and currently charge their EV scooters at our standard and
hyper charger guns for free up until December 31, 2023. Customers can achieve a 50 km driving range on a 15-minute charge
at our hyper charger guns. According to the Redseer Report, Ola’s hyper charging facilities offer more than twice the range per
minute of charging as compared to other fast-charge functionality in E2W models offered by E2W players of scale in India, as
of September 30, 2023. In addition, as we believe that most of the charging tends to happen at home, from March 31, 2023
onwards, customers who purchase our EV scooters receive a portable charger with their purchase, which can be used with
regular electric sockets. We source the portable chargers from third party suppliers.
Our Ola hyper charger
Value added services
In addition to the service network, we offer other value-added services that enhance the customer experience and EV lifecycle.
For example, we offer a three-year/40,000 km warranty on our EV scooters and a three-year/unlimited km warranty on battery
packs, with extended warranty options available for up to five years/60,000 km for a fee of ₹ 6,999 for the battery only and ₹
8,999 for a comprehensive coverage of the battery, charger, motor and head unit (inclusive of GST). Customers also have the
option to subscribe to our Ola Care and Ola Care+ programs for a fixed annual fee in order to receive additional after sales
services in accordance with the terms and conditions thereof, including roadside assistance, theft assistance and regular
servicing free of service charges at our authorized service centres, and exclusively for Ola Care+ customers, free home servicing
and pick-up/drop-off, 24x7 online doctor consultation and ambulance services in case of accidents, annual comprehensive
diagnostics, and free replacement of consumables, such as lubricants, for non-accidental and non-insurance cases.
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Ola Electric Companion app
The Ola Electric Companion app enables our customers to lock and unlock their EV scooters digitally through the app, open
the trunk and access key information like battery percentage and range. The app also provides access to key EV scooter controls
and settings. The same app is compatible across models.
After Sales
Our customers have access to our service network comprising 414 service centres, of which 410 service centres are located
within some of our experience centres, across 23 States in India, as of October 31, 2023. Customers can book a service request
appointment online. The service centres can be located using a pin code mapping-based network design. Customers can
communicate with our service centres and track the status of their EV servicing order through our Ola Electric Companion app.
Redressal of customer concerns and complaints
Our customers can contact us regarding any questions, issues or complaints they may have through various customer support
channels, including email, phone calls (interactive voice response system) and the chatbot on our Ola Electric Companion app.
We typically categorize customer concerns as either (i) sales or fulfilment related concerns or (ii) service related concerns.
Sales or fulfilment related issues and complaints are those relating to EV delivery status, document verification issues, invoices,
registration and insurance issues, order cancellations, state subsidies and cash back delays and enquiries about the purchase of
accessories or spare parts. Our customer service team is responsible for addressing these issues and complaints.
Service-related issues include customer complaints regarding unsatisfactory EV performance or malfunctions or defects in our
EVs or its components. Service-related complaints or concerns that we receive through email, phone calls, or chatbot, are
assigned a ticket number, which we monitor to ensure timely response and resolution. Such complaints are resolved through
our service centres. Meanwhile, in the case of customer comments or complaints that are posted to our social media handles,
we acknowledge the comment or complaint, before verifying the relevant customer’s details and identifying their concerns, and
routing such information to the relevant teams. We regularly monitor customer comments or complaints received on social
media platforms to ensure prompt resolutions and that the case is escalated in case of any delays.
In the event of any delays in the resolution of customer complaints, customers can also reach out to us through
support@olaelectric.com and legal@olaelectric.com. We track emails sent to these two email addresses on a daily basis, as
well as their resolution status.
An overview of our Ola Electric Companion app
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The “Ola” Brand
We leverage the strength of the “Ola” brand in marketing our products, which enables us to limit our investments on brand
marketing initiatives and advertising campaigns. “Ola” is a well-recognized brand in India with a pan-India footprint. We also
have a large community of our EV scooter owners with whom we engage continually through community days, service days,
and other events. We also connect with the community over an online forum which can be accessed through the Ola Electric
website or the Ola Electric Companion app.
Manufacturing and Supply chain
EV hub
We are also building our EV hub in Krishnagiri and Dharmapuri districts in Tamil Nadu, India, which is expected to span up
to 2,000 acres of land, and includes our Ola Futurefactory, our upcoming Ola Gigafactory in Krishnagiri district and co-located
suppliers in Krishnagiri district. Our EV hub includes 700 acres of land that the State Government of Tamil Nadu has reserved
for two years for allotment to our suppliers that co-locate within our EV hub pursuant to an MOU dated February 18, 2023. Our
EV hub also includes approximately 417.59 acres of land in the Krishnagiri district of Tamil Nadu that we have leased for the
operation of our Ola Futurefactory and upcoming Ola Gigafactory, comprising (i) 383.26 acres of land leased from SIPCOT
pursuant to a lease deed dated January 18, 2021 (as amended on January 31, 2023) and (ii) 34.33 acres of land leased from
SIPCOT for our Ola Futurefactory pursuant to four additional lease deeds. Three of our direct and indirect suppliers are currently
co-located in our EV hub.
We have carefully selected this EV site for a number of reasons, including infrastructure, access to talent, geographic location,
proximity to a pre-existing automotive supply chain and support from the Government of Tamil Nadu. Our facilities have been
designed to facilitate the establishment of replicas in other geographies in the future.
Ola Futurefactory
We manufacture our E2Ws and certain E2W components at the Ola Futurefactory. We built the Ola Futurefactory in eight
months, reaching an installed capacity of one million units per year as of October 31, 2023. The Ola Futurefactory spans 134.95
acres of land in Krishnagiri, Tamil Nadu. The Ola Futurefactory is the largest integrated and automated E2W manufacturing
plant in India (in terms of production capacity) by an E2W-only OEM, as of September 30, 2023, according to the Redseer
Report.
Our Ola Futurefactory is an automated manufacturing facility equipped with modular assembly lines across motor, battery and
welding and has an in-house paint shop. The factory’s flexible manufacturing lines facilitate the manufacture of new EVs. This
integrated ecosystem enables fast and low-cost component development and maximizes cross-utilization of equipment, thereby
reducing costs across the value chain. It employs modern technologies and automated manufacturing, which includes
autonomous mobile robot-driven material movements, autonomous robotic welding lines and battery lines. As of October 31,
2023, we utilized over 148 automated robots for functions such as welding, battery, motor and general assembly lines and paint
shops.
The following sets forth the installed capacity and capacity utilization rate of the Ola Futurefactory for each scooter model as
of the dates indicated.
Fiscal 2023 Fiscal 2022 Fiscal 2021
Installed Capacity Installed Capacity Installed Capacity
Capacity Utilization (2) Capacity (3) Utilization (2) Capacity Utilization (2) (%)
(%) (%)
Ola S1 450,000 36% 187,500 17% NA
Ola S1 Pro NA
Ola S1 Air NA NA NA NA
Ola S1 X+
TOTAL(1) 450,000 36% 187,500 17% NA NA
Note:
(1) As of October 31, 2023, the Ola Futurefactory had an installed capacity of one million units per year.
(2) Capacity utilization is calculated based on the proportion of the installed capacity that is being used.
(3) Installed capacity for Fiscal 2022 is for the last five months of the fiscal year, as the plant was commissioned on November 1 ,2021.
We have built our workforce and cultivated talent in-house through training programs. We have a female manufacturing
workforce of 944 on-roll employees on the Ola Futurefactory shop floor, representing 100% of the workforce on the Ola
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Futurefactory shop floor as of October 31, 2023, and 25.29% of our total on-roll employee headcount.
Our Ola Futurefactory
Ola Gigafactory
We have designed and are building our Ola Gigafactory for cell manufacturing. We plan to manufacture the 4680 cell at scale
at the Ola Gigafactory, which is currently under construction. We commenced construction of our Ola Gigafactory in June
2023. It will be located within close proximity to our Ola Futurefactory, within the EV hub. Phase 1(a) of the Ola Gigafactory
is expected to be completed and the Ola Gigafactory is expected to be operational by March 31, 2024. It will have a production
capacity of 1.5 GWh upon the completion of such phase. We plan to use the net proceeds to expand our capacity to 6.4 GWh
by April 2025.
Phase 1 of construction covers electrode production, cell assembly, cell formation, incoming and outgoing material process
flow at the warehouse, utilities and others. The factory will be automated and integrated with vision and metrology equipment
to ensure quality at each process step.
We have also signed an MOU with the State Government of Tamil Nadu that offers various incentives for EV and cell
manufacturing. We believe that in developing our in-house cell manufacturing capabilities, we will be able to unlock greater
control over the quality, supply and cost of our batteries and EVs.
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Ola Gigafactory under construction
Supply Chain
Direct relationships with suppliers for consistent quality and control over costs
We have direct arrangements with all of our suppliers which enables us to bypass any intermediaries and procure supplies
directly in a timely manner. We evaluate and select our suppliers with a view to maintaining consistent quality of our products,
optimizing our cost structure and managing potential supply chain risks. While certain of our components are provided by single
source suppliers, we have the option to engage alternate or additional suppliers, as required. See “Risk Factors – We could
experience defects, quality issues or disruptions in the supply or increase in prices of components used in our electric vehicles
thus increasing material costs and the price of our electric vehicles and impacting our projected manufacturing and delivery
timelines.” on page 29.
Focus on local suppliers
We are focused on developing our local supply chain, including for key raw materials and components such as electronic parts
and cells. We source most of our EV components from suppliers located in India, which gives us greater control over our supply
chain. We also source chargers and other vehicle accessories, such as spare parts and wall mounts, from suppliers to resell to
customers. We aim to further indigenize procurement of our components which can help us manage our cost base and reduce
the TCO for our customers.
In-house vs outsourced manufacturing decisions driven by need for control over technology, customization and return on
investment
Our ‘In-house vs outsourced’ decisions are driven by our need for control over EV technologies, need for customization and
returns on our investments. Based on these principles, we design, engineer and manufacture certain core EV components in-
house, such as electric powertrains which comprise a modular battery pack and a motor, but for certain components, such as
electronics, we design and engineer them in-house but outsource manufacturing. We procure some other non-critical
components from third party suppliers. Our decision to vertically integrate into cell manufacturing is also based on similar
principles.
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Supplier Co-location to enable just-in-time manufacturing
As of October 31, 2023, three of our direct and indirect suppliers are co-located in our EV hub in Krishnagiri district, Tamil
Nadu, and we are under discussions with other suppliers to co-locate in our EV hub. We believe that having our suppliers co-
located adjacent to the Ola Futurefactory will ensure just-in-time manufacturing and control over our supply chain.
Approximately 700 acres of land has been reserved for two years by the State Government of Tamil Nadu in Dharmapuri (close
to our Ola Futurefactory) for allotment to our suppliers that co-locate within our EV hub.
OTHER BUSINESS DESCRIPTION
Sustainability, Human Capital and Governance
We are a pure EV player seeking to contribute to a brighter, greener and safer future for India and globally. We believe that
India is at the heart of the world’s transition to sustainable mobility.
We are committed to building products, services and manufacturing facilities which are sustainable, reducing our carbon
footprint and contributing towards India’s climate change solutions and goals. Our EV products have zero tailpipe emissions.
Since commencing delivery of our first EV scooter model in December 2021, the EV scooters we have sold have generated
1,359 million green kilometres (based on the total distance travelled by all the EV scooters sold since December 2021) as of
October 31, 2023. We are also evaluating strategies to incorporate renewable energy sources to power our operations in the
future.
India is emerging as a manufacturing powerhouse of technology driven automotive products, according to the Redseer Report,
and we believe that increasing female workforce participation is central to our aim to make India the global EV hub. We have
a female manufacturing workforce comprising 944 on-roll employees on the Ola Futurefactory shop floor, representing 100%
of the workforce on our manufacturing shop floor as of October 31, 2023. Our employees also undergo training with us on the
production process and safety and quality controls before starting work at our factory
Corporate governance is overseen by the board of directors which consists of six directors, including three independent directors
and one female director. Our experienced board of directors will contribute to and participate in the formulation of our business
strategy while maintaining our established core values.
Intellectual Property
We rely on a combination of patents, patent applications, trade secrets, including employee and third-party nondisclosure
agreements, trademarks, intellectual property licenses and other contractual rights to protect our core technology and intellectual
property.
Patents: We have 35 registered patents under the Patents Act, 1970 and 205 patent applications pending in India, 10 registered
patents in the US, Great Britain, China and Netherlands and 37 patent applications pending in the US, Japan, Great Britain and
Australia and pursuant to Patent Cooperation Treaty and the European Patent treaty, as of the date of this Draft Red Herring
Prospectus.
Designs: We have eight registered designs under the Designs Act, 2000 and 59 pending applications in India, 16 registered
designs in Europe, Great Britain, Taiwan, Japan, South Korea, Vietnam and China and one pending design application at the
European Union Intellectual Property Office, as of the date of this Draft Red Herring Prospectus.
Trademarks: We have 104 registered trademarks under the Trademarks Act, 1999, 106 trademark applications pending in
India, 20 registered trademarks in Brazil, Colombia, the UK, Indonesia, Mexico, Malaysia, Philippines, Singapore, Thailand,
Vietnam, EU, Japan, China and South Korea and 112 pending trademark applications in Brazil, Colombia, the UK, Indonesia,
Mexico, Malaysia, Philippines, Singapore, Thailand, Vietnam, China, EU, Japan, South Korea, Bangladesh, Sri Lanka and
Nepal as on date of this Draft Red Herring Prospectus.
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Data Security and Protection
With the level of intelligence and connectivity of our EVs, and our integrated system that interacts with the customers, we place
strong emphasis on data security and protection. We have implemented procedures to regulate our employees’ actions in relation
to user data in order to protect user privacy and data security. We have also adopted a strict access control mechanism to protect
user privacy while meeting business requirements. In addition, we employ a variety of technical solutions to prevent and detect
risks in user privacy and data security, such as encryption and log audit. Our internal information security teams examine and
test our data security system to ensure that any vulnerability identified is fixed immediately. We have received ISO-27001
certification for our information security management system.
Our Employees
As of October 31, 2023, we had a total of 3,733 on-roll employees and 2,844 off-roll employees. All of our employees are based
in India and the UK and the US.
The following table sets forth the number of our on-roll employees by function as of October 31, 2023.
Function Number of Employees (On-Roll) Percentage
Research and product development 889 23.81%
Manufacturing operations and supply chain management 1,463 39.19%
Support functions 241 6.46%
Sales, service and fulfilment 1,140 30.54%
Total 3,733 100.00%
Our success depends on our ability to attract, retain, and motivate qualified employees. We offer employees equity-based
incentives, training and development programs, and other fringe benefits and incentives. We have not experienced any material
labour disputes or work stoppages. No collective bargaining agreement has been put in place. We enter into standard labour
contracts with our employees. We also enter into standard confidentiality agreements with all of our employees.
Properties and Facilities
Our registered office is situated on leased premises at Regent Insignia, #414, 3 rd Floor, 4th Block, 17th Main 100 Feet Road,
Koramangala, Bengaluru 560 034, Karnataka India, which we have subleased from ANI until September 30, 2024. Our
corporate office is located on leased premises at Hosur Road, Municipal Ward No. 67, Wing C, Star Tech, Municipal No. 140,
Industrial Layout, Koramangala, Bengaluru 560 095, Karnataka, India, which we have subleased from ANI until January 30,
2024. In addition, as of October 31, 2023, we have 935 experience centres and 414 service centres (of which 410 service centres
are located within experience centres) situated across India, all of which are situated on leased properties. The term of our lease
agreements for our experience centres ranges from one year to five years. We are required to pay security deposits, specified
monthly rentals and maintenance charges for the duration of the relevant agreement, subject to periodic escalations at agreed
rates, and electricity, water and telephone charges with applicable taxes, in accordance with the terms of our lease deeds.
We have leased land in Krishnagiri from SIPCOT spanning approximately 417.59 acres for the operation of our manufacturing
facilities. This includes the lease of 383.26 acres of land in the Krishnagiri district of Tamil Nadu from SIPCOT (of which
279.37 acres has been leased to OET and 103.89 acres has been leased to OCT) for our Futurefactory and upcoming Ola
Gigafactory for a period of 99 years from January 18, 2021, pursuant to a lease deed dated January 18, 2021 (as amended on
January 31, 2023), and an additional 34.44 acres of land leased by OET from SIPCOT for our Futurefactory for a 99-year term
starting in 2021, pursuant to four additional lease deeds. Pursuant to our MoU with the State Government of Tamil Nadu dated
February 18, 2023, the State Government of Tamil Nadu has also reserved 700 acres of land for two years for allotment to our
suppliers that co-locate within our EV hub. Lease rights over such property is in the process of being transferred to us.
Insurance
We maintain various insurance policies to safeguard against risks and unexpected events. We maintain industry all-risk
insurance, property insurance, cybersecurity insurance, machinery breakdown insurance, public liability insurance, commercial
general liability insurance and employer’s liability insurance.
Legal Proceedings
We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course
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of our business. We are currently not a party to any material legal or administrative proceedings. Litigation or any other legal
or administrative proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources,
including our management’s time and attention. For the potential impact of legal or administrative proceedings on us, see “Risk
Factors –There are pending litigations against our Company, Promoter, Subsidiaries, and certain of our Directors. Any adverse
decision in such proceedings may render us/them liable to liabilities/penalties and may adversely affect our business, cash
flows and reputation.” on page 44.
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KEY REGULATIONS AND POLICIES
Given below is an indicative summary of certain sector specific and relevant laws and regulations in India, which are applicable
to our Company and our business and operations. The information in this chapter is based on the current provisions of
applicable law in India and has been obtained from various legislations, including rules and regulations promulgated by
regulatory bodies, etc. that are available in the public domain and are subject to changes, amendments or modifications by
subsequent legislative actions, regulatory, administrative, quasi-judicial or judicial decisions. The description of the applicable
regulations as given below is only intended to provide general information to the investors is not exhaustive and is neither
designed nor intended to be treated as a substitute for professional legal advice.
Laws in relation to our business
Consumer Protection Act, 2019 (“Consumer Protection Act”) and the rules made thereunder
The Consumer Protection Act, which repeals the Consumer Protection Act, 1986, was designed and enacted to provide for
timely and effective administration and settlement of consumer disputes. It seeks, inter alia to promote and protects the interests
of consumers against deficiencies and defects in goods or services and secure the rights of a consumer against unfair trade
practices, which may be practiced by manufacturers, service providers and traders. The definition of “consumer” has been
expanded under the Consumer Protection Act to include persons who buy goods or avail services by offline or online
transactions through electronic means or by tele-shopping or direct-selling or multi-level marketing. It provides for the
establishment of consumer disputes redressal commissions for the purposes of redressal of consumer grievances. In addition,
under the Consumer Protection Act, in cases of misleading and false advertisements, a manufacturer or service provider who
causes a false or misleading advertisement to be made which is prejudicial to the interest of consumers can be punished with
imprisonment for a term which may extend to two years and with fine which may extend to ten lakh rupees;.
Motor Vehicles Act, 1988 and the Central Motor Vehicle Rules, 1989
The Motor Vehicles Act, 1988, and the Central Motor Vehicle Rules, 1989 framed thereunder aim to ensure quality, safety, and
performance standards in relation to any part, component, or assembly to be used in the manufacture of automobiles. In 2019,
by way of an amendment, Central Government has introduced a mandatory recall provision for automobiles if any defects were
found in the vehicle or a component of the vehicle, which were harmful to the environment, driver or occupant or other road
users or which contains defects which are reported to the Central Government. Further, if a manufacturer notices a defect in a
motor vehicle manufactured by them, they are required to inform the Central Government of the defect and initiate recall
proceedings.
Legal Metrology Act, 2009 (“LM Act”) and the Legal Metrology (Packaged Commodities) Rules, 2011 (“Packaged
Commodity Rules”)
The LM Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in weights,
measures and other goods which are sold or distributed by weight, measure, or number. The LM Act requires all units of weights
and measures used by an entity shall be in accordance with the metric system based on the international system of units only.
The LM Act and rules framed thereunder regulate, inter alia, the labelling and packaging of commodities, notification of
government-approved test centres for verification of weights and measures used, and lists penalties for offences and
compounding of offences under it. Any non-compliance or violation under the LM Act may result in, inter alia, a monetary
penalty on the manufacturer or seizure of goods or imprisonment in certain cases.
The Packaged Commodities Rules framed under the Metrology Act lays down specific provisions applicable to packages
intended for retail sale, wholesale packages and for export and import of packaged commodities and also provides for
registration of manufacturers and packers. The Packaged Commodity Rules also lay down specific provisions for e-commerce
transactions.
The Bureau of Indian Standards Act, 2016 (the “BIS Act”)
The Bureau of Indian Standards Act, 2016 (the “BIS Act”) provides for the establishment of a national standards body for the
harmonious development of the activities of standardization, conformity assessment and quality assurance of goods, articles,
processes, systems, and services. The BIS Act provides for establishment of Bureau of Indian Standards which takes necessary
steps for promotion, monitoring and management of quality of goods, services, articles, processes and systems. The Central
Government has the power to notify essential requirements and standards with which goods, articles, processes, systems and
services shall conform, and direct the use of Standard Mark under a certificate of conformity in this regard.
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Central Electricity Authority (Measures relating to Safety and Electric Supply) Regulations, 2010 (“CEA Regulations”)
The CEA Regulations lay down regulations for safety requirements for electric supply lines and accessories (meters,
switchgears, switches, and cables). It requires all material and apparatus used in the construction, installation, protection,
operation and maintenance of electric supply lines and apparatus to conform to the relevant specifications prescribed by the
BIS or the International Electro-Technical Commission. These include requiring all electric supply lines and apparatus to: (a)
have sufficient rating for power, insulation, and estimated fault current; (b) be of sufficient mechanical strength for the duty
cycle which they may be required to perform under the environmental conditions of installation; and (c) be constructed,
installed, protected, worked and maintained in such a manner as to ensure safety of human beings, animal and property. The
supplier is also required to provide a suitable switchgear installation in each conductor of every service line other than an earthed
or earthed neutral conductor or the earthed external conductor of a concentric cable within a consumer’s premises and such
switchgear is required to be encased in a fireproof receptacle.
The Information Technology Act, 2000 (the “IT Act”) and the rules made thereunder
The IT Act seeks to (i) provide legal recognition to transactions carried out by various means of electronic data interchange
and other means of electronic communication, commonly referred to as “electronic commerce”, involving alternatives to
paper-based methods of communication and storage of information, (ii) facilitate electronic filing of documents, and (iii)
create a mechanism for the authentication of electronic documentation through digital signatures. The IT Act facilitates
electronic commerce by recognizing contracts concluded through electronic means, protects intermediaries in respect of third-
party information liability and creates liability for failure to protect sensitive personal data.
The Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information)
Rules, 2011 (“IT Security Rules”) prescribe directions for the collection, disclosure, and transfer of sensitive personal data
by a body corporate or any person acting on behalf of a body corporate. The IT Security Rules require every such body
corporate or person who on behalf of the body corporate receives, stores or handles information to provide a privacy policy
for handling and dealing with personal information, including sensitive personal data, publishing such policy on its website.
The IT Security Rules further require that all such personal data be used solely for the purposes for which it was collected and
any third-party disclosure of such data is made with the prior consent of the information provider, unless contractually agreed
upon between them or where such disclosure is mandated by law.
The Digital Personal Data Protection Act, 2023 (“DPDP Act”)
The Parliament passed the DPDP Act on August 9, 2023. The DPDP Act, once notified, will replace the existing data
protection provision, as contained in Section 43A of the IT Act. The DPDP Act provides for the processing of digital personal
data in a manner that recognises both the rights of individuals to protect their personal data and the need to process personal
data for lawful purposes and matters incidental thereto. The DPDP Act provides that personal data may be processed only for
a lawful purpose after obtaining the consent of the data principal to whom the personal data relates, or for certain legitimate
uses. A notice must be given before seeking consent. It further imposes certain obligations on data fiduciaries including (i)
ensuring the accuracy, consistency and completeness of personal data processed, (ii) building reasonable security safeguards
to prevent a data breach, (iii) informing the Data Protection Board of India (the “DPB”) and affected persons in the event of
a breach, and (iv) erasing personal data upon the data principal withdrawing consent or as soon as the purpose has been met
and retention is not necessary for legal purposes (storage limitation). In case of government entities, storage limitation and the
right of the data principal to erasure will not apply. The Central Government will establish the DPB. Key functions of the
DPB include: (i) monitoring compliance and imposing penalties, (ii) directing data fiduciaries to take necessary measures in
the event of a data breach, and (iii) hearing grievances made by data principals. The DPB members will be appointed for two
years and will be eligible for re-appointment. The Central Government will prescribe details such as the number of members
of the DPB and the selection process.
The Atomic Energy Act, 1962 (“AE Act”)
The AE Act aims to provide for the development, control and use of atomic energy, and empowers the Central Government
provide for control over radioactive substances or radiation generating plant in order to prevent radiation hazards, ensure safe
disposal of radioactive waste and secure public safety, including that of persons handling radioactive substances. The AE Act
additionally empowers the Central Government to, prohibit the manufacture, possession, use, and transfer, export and import
and in any emergency, transport and disposal, of any radioactive substances without its written consent and requires any
person to make periodical returns or other such statements as regards any prescribed substance in a person’s possession or
control that can be a source of atomic energy. Violations of provisions of the AE Act are punishable with a fine or
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imprisonment, or both.
The Atomic Energy (Radiation Protection) Rules, 2004 (“Radiation Rules”)
The Radiation Rules require that no person shall, without a license issued by the competent authority, establish a radiation
installation for siting, design, construction, commissioning, or operation. The Radiation Rules also require a license for a
person to handle radioactive material or operate any radiation generating equipment. A registration will be required under the
Radiation Rules for sources and practices associated with medical diagnostic x-ray equipment including therapy simulator
and analytical x-ray equipment used for research.
Government Plans and Policies
The Automotive Mission Plan 2016-2026 and the draft National Auto Policy 2018
The Ministry of Heavy Industries, Government of India (“MHI”) released the Automotive Mission Plan 2016-26 (“AMP”) in
September 2015, with the objective of making the Indian automotive industry an integral part of the “Make in India”
programme. It envisages propelling India amongst the top three nations in the world in engineering, manufacturing and export
of automotive vehicles and components by the year 2026. The AMP encourages interventions in the form of incentives for the
speedy development of an indigenous component design and manufacturing base for electric and hybrid vehicles industry, and
planned establishment of adequate charging stations in both cities and rural areas. The draft National Auto Policy identifies
opportunities and challenges for bringing about a shift in the auto industry from pure Internal Combustion Engine Technology
to ‘Green Mobility’ technologies (such as Hybrid Vehicles, Battery Electric Vehicles, Fuel Cell Vehicles, Alternative-Fuel
Vehicles) through the use of alternate fuels, drive-train technologies or other measures.
National Electric Mobility Mission Plan 2020
The National Electric Mobility Mission Plan 2020 (“NEMMP”) released in 2012 provides a vision and roadmap for the faster
adoption of electric vehicles and their manufacturing in the country. This plan was designed by the MHI to enhance national
fuel security, to provide affordable and environmentally friendly transportation and to enable the Indian automotive industry to
achieve global manufacturing leadership. Further, it is also proposed to establish necessary charging infrastructure for electric
vehicles across India. As part of the NEMMP, a scheme was formulated namely, Faster Adoption and Manufacturing of (Hybrid
&) Electric Vehicles in India Scheme in the year 2015 to promote manufacturing of electric and hybrid vehicle technology.
The Charging Infrastructure for Electric Vehicles - the Revised Consolidated Guidelines & Standards
The revised consolidated Charging Infrastructure for Electric Vehicles dated January 14, 2022, have been issued by the
Ministry of Power, and supersede all previous guidelines in this regard. The guidelines aim to proactively support creation of
electric vehicle charging infrastructure, encourage preparedness of electrical distribution system to adopt electric vehicle
charging infrastructure, promote energy security and reduction of emission intensity of the country by promotion of entire
electric vehicle ecosystem, among others. The guidelines provide requirements for public charging infrastructure,
requirements for location of public charging stations, and tariff for supply of electricity to electric vehicle public charging
stations, and provision of land at promotional rates for public charging stations, etc.
Government Incentive Schemes
Scheme for Faster Adoption and Manufacturing of Electric Vehicles in India Phase II (“FAME India Phase II”) and
notifications issued thereunder
The phased manufacturing programme (“PMP”) sought to promote domestic manufacturing of electric vehicles, its
assemblies/sub-assemblies, and parts/sub-parts, thereby increasing the domestic value addition and creating employment
opportunities. In line with the objectives of the programme, the DHI launched a scheme, namely ‘Faster Adoption and
Manufacturing of (Hybrid &) Electric Vehicles in India (FAME India)’ for the promotion of electric and hybrid vehicles on
March 13, 2015. Thereafter, for faster adoption of electric mobility and development of its manufacturing eco-system in the
country, phase II of the scheme namely ‘FAME India Phase II’ was proposed to be implemented over a period of 3 years, w.e.f.
1st April 2019. The main objective of phase II is to encourage faster adoption of electric mobility and development of its
manufacturing eco-system in the country. The scheme was thereafter extended till up to March 31, 2024, vide gazette
notification dated June 25, 2021. The implementation of the scheme is through 3 verticals: (i) demand incentives, (ii)
establishment of network of charging stations, (iii) administration of scheme including publicity, IEC (Information, Education
& Communication) activities with year-wise funds allocated for each vertical. The demand incentive parameter seeks to directly
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help in demand generation of electric vehicles by reducing the cost of acquisition. This is to be achieved by making certain
incentives available for consumers (buyers/end users) in the form of an upfront reduced purchase price of hybrid and electric
vehicles to enable wider adoption, which will be reimbursed to the original equipment manufacturer by Central Government.
The scheme contemplates central government’s efforts to promote e-mobility to receive supplemental support from state
governments as well. The states need to offer bouquet of fiscal and non-fiscal incentives such as waiver/concessional road tax,
exemption from permit, waiver/concessional toll tax, waiver/concessional parking fees, concessional registration charges, etc.,
which is to be notified separately in order for entities dependent on state support to be eligible for central assistance under this
scheme.
Though the scheme is applicable mainly to vehicles used for public transport or those registered for commercial purposes in
three-wheelers, four-wheelers, and bus segments, privately owned registered two-wheelers are covered as a mass segment.
Vehicles must, among other conditions to avail demand incentives, be registered as “motor vehicles” and satisfy the provisions
terms of type approval, classification, categorization, definition, road worthiness, and registration under the Central Motor
Vehicle Rules, 1989, be fitted with advance batteries satisfying the performance criteria notified under the scheme and be
accompanied by a comprehensive warranty for at least three years, including that of battery from the manufacturer, and have
adequate facilities for after sales service for the life of vehicle.
The Production Linked Incentive (PLI) Scheme for Automobile and Auto Component Industry (“Automobile PLI Scheme”)
and the Guidelines for the PLI for Automobile and Auto Component Industry (“Automobile PLI Guidelines”)
The Automobile PLI Scheme for automobile and auto components was notified by the MHI on September 23, 2021 and
proposed financial incentives to boost domestic manufacturing of advanced automotive technology products and attract
investments in the automotive manufacturing value chain. For effective implementation of the scheme, the Automobile PLI
Guidelines were laid down. The Automobile PLI Guidelines state that the ‘advanced automotive technology products’ for which
incentives can be availed include both (a) advance automotive technology vehicles (which comprise of battery electric vehicles,
and hydrogen fuel cell vehicle), as amended by MHI from time to time, and (b) advance automotive technology components,
as notified by MHI. In case of any inconsistency, between the Automobile PLI Scheme and the Automobile PLI Guidelines,
the provisions of the Automobile PLI Scheme are to prevail.
Based on satisfying specific criteria for incentive, the Automobile PLI Guidelines state that an applicant company will be
eligible for the following incentives under the scheme: (i) The ‘Champion OEM Incentive Scheme’ is for eligible applicants
who are automotive OEM company or its group company(ies) and new non-automotive investor company or its group
company(ies). Herein, the incentives are applicable on battery electric vehicles and hydrogen fuel cell vehicles of all segments
– 2 wheelers, 3 wheelers, passenger vehicles, commercial vehicles, tractors, and automobile meant for military use and any
other advanced automotive technology vehicle as prescribed by the MHI, and (ii) The ‘Component Champion Incentive Scheme’
is for eligible applicants who are automotive OEM company or its group company(ies), auto-component manufacturing
company or its group company(ies) and new non-automotive investor company or its group company(ies). Incentives are
applicable on pre-approved advanced automotive technology components of all vehicles, CKD/SKD kits, Vehicle aggregates
of 2-Wheelers, 3-Wheelers, passenger vehicles, commercial vehicles and tractors including automobile meant for military use
and any other advanced automotive technology component prescribed by the MHI. Incentives under the scheme are applicable
commencing from Fiscal 2023, and disbursed in the financial years thereafter, for a total of five consecutive financial years.
Approved applicants shall intimate the project management agency implementing the scheme of any change in the shareholding
pattern during the tenure of the Automobile PLI Scheme, after updating with the relevant Registrar of Companies.
Further, the MHI has released the “Standard Operating Procedure for certification of Domestic Value Addition of Advanced
Automotive Technology Product” dated April 26, 2023 under PLI Scheme (“PLI SOP”). The PLI SOP specifies the procedure
for certification of domestic value addition of advanced automotive technology products under the Automobile PLI Scheme
which includes inter alia the application procedure for domestic value addition certification, initiation of certification by testing
agencies, procedure for desk appraisal and techno-commercial audit.
Production Linked Incentive (PLI) Scheme for National Programme on Advanced Chemistry Cell (“ACC”) Battery
Storage for Implementation of Giga-scale ACC Manufacturing Facilities in India (“Cell PLI Scheme”)
The Cell PLI Scheme was notified on June 9, 2021 and proposed to incentivise potential domestic and overseas investors to
set-up giga-scale ACC manufacturing facilities in India. The scheme covers ACCs and integrated advance batteries (single
units) that meet the minimum performance specifications as per the scheme and has a total incentive payout of ₹ 18,100 crores
over a period of 5 years. The scheme envisages setting up a cumulative ACC manufacturing capacity of 50 GWh for ACCs
and an additional cumulative capacity of 5 GWh for Niche ACC technologies. Incentives, in the form of cash subsidy, are
offered to beneficiary firms selected in terms of the request for proposal for selection of manufacturers for setting up
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manufacturing capacities for Advance Chemistry Cell (ACC) under the Cell PLI Scheme (“RFP”) who have committed to set
up minimum of 5 GWh of ACCs manufacturing facility. The total incentive is to be capped at 20GWh per beneficiary firm
with the actual subsidy disbursement to the beneficiary firm capped at 20% of the ACC sale price (net of GST) i.e. of the
effective total turnover (net of GST) on account of sale of ACCs manufactured and sold during the subsidy disbursement
period. Such manufacturing facility by beneficiary firm would need to be commissioned within 2 years and the subsidy will
thereafter be disbursed over period of 5 years. The beneficiary firm is to ensure achieving domestic value addition of at least
25% and incur the mandatory investment (Rs. 225 crores/GWh) within 2 years (at the mother unit level), and raise it to 60%
overall domestic value addition within 5 years, either at the mother unit, in-case of an integrated unit, or at the project level,
in-case of the hub and spoke structure, as specified in the RFP.
Further, the responsibility of monitoring the Cell PLI Scheme has been given to the empowered group of secretaries (“EGoS”).
Duties of EGoS include undertaking periodic review of the outgo under the scheme, ensuring that the expenditure is within
the prescribed outlay and making any changes to the modalities of the scheme, if necessary, subject to total financial outlay
remaining within Rs 18,100 crores. The allocation of subsidies to the beneficiary firm shall be carried out through the
transparent Quality and Cost Based Selection (“QCBS”) process which shall comprise of “two-envelope system” comprising
a technical bid and financial bid. The Cell PLI Scheme also lays down the parameters to be used for monitoring the disbursal
of incentives. The claiming of incentives under the Cell PLI Scheme does not restrict the beneficiary to claim incentives under
FAME India Phase II or the Automobile PLI Scheme. Moreover, the selected beneficiary firms are required to provide certain
documents in support of the claims including, among others, (a) document issued by the concerned director of industries
evidencing commencement of commercial production, (b) certificate from a statutory auditor certifying the quantity and value
of finished goods procured, and breakup of major components in the final value of ACC batteries sold, (c) audited accounts
and GST audit report for the relevant financial year.
Environmental laws
The Environment (Protection) Act, 1986 (“EPA”)
The EPA has been enacted for the protection and improvement of the environment. It stipulates that no person carrying on any
industry, operation or process shall discharge or emit or permit the discharge or emission of any environmental pollutant in
excess of such standards as may be prescribed. Further, no person shall handle or cause to be handled any hazardous substance
except in accordance with such procedure and after complying with such safeguards as may be prescribed. EPA empowers the
Central Government to take all measures necessary to protect and improve the environment such as laying down standards for
emission or discharge of pollutants, and providing for restrictions regarding areas where industries may operate.
Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)
The Water Act aims to prevent and control water pollution as well as restore water quality by establishing and empowering the
Central Pollution Control Board and the relevant state pollution control boards. Under the Water Act, any person who is
establishing any, industry, operation or process which is likely to discharge sewage or trade effluent must obtain the consent of
the relevant state pollution control board, which is empowered to establish standards and conditions that are required to be
complied with.
Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)
The Air Act was enacted and designed for the prevention, control and abatement of air pollution and establishes Central and
State pollution control boards for the aforesaid purposes. In accordance with the provisions of the Air Act, any person
establishing or operating an industrial plant in an air pollution control area must apply in a prescribed form and obtain consent
from the state pollution control board prior to commencing any activity.
Noise Pollution (Regulation and Control) Rules, 2000 (“Noise Pollution Rules”)
The Noise Pollution Rules were enacted to regulate and control noise producing and generating sources with the objective of
maintaining of ambient air quality standards in respect of noise in different areas/zones. Pursuant to the Noise Pollution Rules,
different areas/zones shall be classified into industrial, commercial, residential or silence areas/zones, with each area having a
permitted ambient air quality standard in respect of noise. The Noise Pollution Rules provide for penalties in case the noise
levels in any area/zone exceed the permitted standards.
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Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016, requires that every occupier of a
facility who is engaged in handling of ‘hazardous waste’ and other wastes to obtain an authorization from the respective
pollution control board. It places an obligation on the occupier to follow certain steps for management of hazardous and other
wastes, namely, prevention, minimization, reuse, recycling, recovery, utilization including co-processing, and safe disposal of
the waste. It also makes the occupier responsible for safe and environmentally sound management of hazardous and other
wastes. It makes the occupier liable for damages caused to environment or third parties. It also prescribes financial penalties
for violation of provisions of the rules.
Public Liability Insurance Act, 1991 (“PLI Act”) and the rules made thereunder
The PLI Act imposes liability on the owner or controller of hazardous substances for any death or injury to any person other
than a workman, or any damage to any property arising out of an accident involving such hazardous substances. The government
by way of a notification has enumerated a list of hazardous substances. The owner or handler is also required to obtain an
insurance policy insuring against liability under the legislation. Furthermore, the PLIA Act and rules made thereunder mandate
that the owner together with the amount of premium, shall also pay to the insurer, a sum equal to the amount of premium
payable to the insurer, as contribution towards the environmental relief fund.
Bio-Medical Waste Management Rules, 2016 (“BMW Rules”)
The BMW Rules apply to all persons who generate, collect, receive, store, transport, treat, dispose, or handle bio-medical waste
in any form. The BMW Rules mandate every occupier of an institution generating bio-medical waste to take all necessary steps
to ensure that such waste is handled without any adverse effect to human health and environment and inter alia to make
provisions for a safe premises, ventilated and secured location for storage of segregated bio-medical waste, pre-treat laboratory
waste and provide training to workers involved in handling bio-medical waste.
E-Waste Management Rules, 2022 (“E-Waste Rules”)
The E-Waste Rules apply to every manufacturer, producer, refurbisher, dismantler and recycler involved in manufacture, sale,
transfer, purchase, refurbishing, dismantling, recycling, and processing of e-waste or electrical and electronic equipment as
classified under the E-Waste Rules, including their components, consumables, parts, and spares which make the product
operations. The E-Waste Rules mandate that a manufacturer must register on the portal and submit returns on the portal
developed by the Central Pollution Control Board. In case any registered entity furnishes false information or wilfully conceals
information for getting registration or return or report or information required to be provided or furnished or in case of an y
irregularity, the registration of such entity may be revoked by the Central Pollution Control Board for a period up to three-years
in addition to levy of environmental compensation charges. The E-Waste Rules also obligates every manufacturer, producer,
refurbisher, and recycler to maintain a record of sale, transfer and storage of e-wastes and make these records available for
inspection.
Plastic Waste Management Rules, 2016
Under the Plastic Waste Management Rules, 2016, all institutional generators of plastic waste, are required to inter alia,
segregate and store the waste generated by them in accordance with the Municipal Solid Waste (Management and Handling)
Rules, 2000, as amended, and handover segregated wastes to authorized waste processing or disposal facilities or deposition
centres, either on its own or through the authorized waste collection agency.
The Battery Waste Management Rules, 2022 (“Battery Rules”)
The Battery Rules are framed under the EPA and apply to every producer, dealer, consumer, entities involved in collection,
segregation, transportation, re-furbishment and recycling of waste battery. The Battery Rules prescribe the responsibilities and
functions of a producer, consumer, entity involved in collection, segregation, and treatment, refurbisher, and recycler of the
batteries as well as lay down the provisions for imposition of environmental compensation. The rules cover all types of batteries
regardless of chemistry, shape, volume, weight, material composition and use, (viz. electric vehicle batteries, portable batteries,
automotive batteries, and industrial batteries), except those used in protection of essential security interests including those
intended specifically for military purposes and equipment designed to be sent into space.
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Petroleum Act, 1934 (“Petroleum Act”) and Petroleum Rules, 2002 (“Petroleum Rules”)
The Petroleum Act regulates the import, transport, production, refining, storage, blending of petroleum. Further, it empowers
the Central Government to prescribe standards for pipelines and storage receptacles for petroleum, and to authorise officers to
certify testing apparatus and to inspect, make entry, take samples, and certify grades of petroleum in a particular establishment.
The Petroleum Rules require every person importing, transferring, or storing petroleum of certain grades to do so only in
accordance with a licence granted under the Petroleum Rules.
Intellectual property laws
Certain laws relating to intellectual property rights under the Trade Marks Act, 1999, the Copyright Act, 1957 and the Patents
Act, 1970 are applicable to us.
Trade Marks Act, 1999 (“Trade Marks Act”)
The Trade Marks Act provides for the application and registration of trademarks in India. The purpose of the Trade Marks Act
is to register trademarks applied for in India and to provide for better protection of trademark for goods and services and also
to prevent use of fraudulent marks. Application for the registration of trademarks has to be made to Trade Marks registry by
any person or persons claiming to be the proprietor of a trade mark, whether individually or as joint applicants, and can be made
on the basis of either actual use of intention to use a trademark in the future. The Trade Marks Act prohibits any registration of
trademarks which are identical/similar to other trademarks or commonly used name of chemical compound among others. It
also provides for penalties for falsifying and falsely applying trademarks and using them to cause confusion among the public.
The Trade Marks Act provides for civil remedies in the event of infringement of registered trade marks or for passing off,
including injunction, damages, account of profits or delivery-up of infringing labels and marks for destruction or erasure.
The Patents Act, 1970 (“Patents Act”)
The Patents Act recognises both product and process patents and prescribes eligibility criteria for grant of patents, including
the requirement that an invention must satisfy the requirements of novelty, utility and non-obviousness in order for it to avail
patent protection. The term of a patent under the Patents Act is twenty years from the date of filing an application for the patent.
The Copyright Act, 1957
The Copyright Act, 1957, along with the Copyright Rules, 2013 (“Copyright Laws”) governs copyright protection in India.
The Register of Copyrights under the Copyright Laws acts as a prima facie evidence of the particulars entered therein and helps
expedite infringement proceedings and reduce delay caused due to evidentiary considerations. The Copyright Laws prescribe a
fine, imprisonment or both for violations, with enhanced penalty on second or subsequent convictions.
Designs Act, 2000 (“DA”) and the Designs Rules, 2001 (“DR”)
The DA regulates and protects the originality of an article’s design and prohibits the piracy of registered designs. The Central
Government also drafted the DR under the authority of the DA for the purposes of specifying certain prescriptions regarding
the practical aspects related to designs such as payment of fees, register for designs, classification of goods, address for service,
restoration of designs, etc.
Foreign Investment Laws
The Foreign Trade (Development and Regulation) Act, 1992 and the rules framed thereunder (“FTA”)
The FTA is the main legislation concerning foreign trade in India. The FTA, read along with the Foreign Trade (Regulation)
Rules, 1993, provides for the development and regulation of foreign trade by facilitating imports into, and augmenting exports
from, India and for matters connected therewith or incidental thereto. It authorizes the government to formulate as well as
announce the foreign trade policy and to keep amending the same on a timely basis. The government has also been given a wide
power to prohibit, restrict and regulate the exports and imports in general as well as specified cases of foreign trade. The FTA
read with the Foreign Trade Policy, 2023, prohibits anybody from undertaking any import or export except under an importer-
exporter code (“IEC”) number granted by the Director General of Foreign Trade. Hence, every entity in India engaged in any
activity involving import/export is required to obtain an IEC unless specifically exempted from doing so. The IEC shall be valid
until it is suspended or cancelled by the issuing authority. An IEC number allotted to an applicant is valid for all its branches,
divisions, units and factories. Failure to obtain the IEC number shall attract penalty under the FTA.
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The Foreign Exchange Management Act, 1999 (“FEMA”) and regulations framed thereunder
Foreign investment in India is governed primarily by the provisions of the FEMA, and the rules, regulations and notifications
thereunder, as issued by the RBI from time to time and the Consolidated FDI Policy. In terms of the Consolidated FDI Policy,
foreign investment is permitted (except in the prohibited sectors) in Indian companies either through the automatic route or the
Government route, depending upon the sector in which the foreign investment is sought to be made. In terms of the Consolidated
FDI Policy, the work of granting government approval for foreign investment under the Consolidated FDI Policy and FEMA
has now been entrusted to the concerned administrative ministries/departments.
The FEMA Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management (Transfer or Issue
of Security by a Person Resident Outside India) Regulations, 2017, except for things done or omitted to be done before such
supersession. The total holding by any individual NRI, on a repatriation basis, shall not exceed five percent of the total paid-up
equity capital on a fully diluted basis or shall not exceed five percent of the paid-up value of each series of debentures or
preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall
not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each
series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of 10 percent may be raised to
24 percent if a special resolution to that effect is passed by the general body of the Indian company.
With effect from April 1, 2020, the aggregate limit for investment by FPIs shall be the sectoral caps applicable to Indian
companies as laid out in paragraph 3(b) of Schedule I of FEMA Rules, with respect to paid-up equity capital on fully diluted
basis or such same sectoral cap percentage of paid-up value of each series of debentures or preference shares or share warrants
provided that such aggregate limit may be decreased by the Indian company concerned to a lower threshold limit of 24% or
49% or 74% as deemed fit, with the approval of its board of directors and its shareholders through a resolution and a special
resolution, respectively before March 31, 2020. Further, the Indian company which has decreased its aggregate limit to 24% or
49% or 74%, may increase such aggregate limit to 49% or 74% or the sectoral cap or statutory ceiling respectively as deemed
fit, with the approval of its board of directors and its shareholders through a resolution and a special resolution, respectively:
However, once the aggregate limit has been increased to a higher threshold, the Indian company cannot reduce the same to a
lower threshold. The aggregate limit with respect to an Indian company in a sector where FDI is prohibited shall be 24%.
Further, in accordance with Press Note No. 4 (2020 Series), dated April 17, 2020, issued by the DPIIT, all investments by
entities of a country which shares land border with India or where the beneficial owner of an investment into India is situated
in or is a citizen of any such country, will require prior approval of the Government of India, as prescribed in the Consolidated
FDI Policy.
Tax laws
In addition to the aforementioned material legislations which are applicable to our Company, some of the tax legislations that
may be applicable to the operations of our Company include:
• Income-tax Act 1961, the Income-tax Rules, 1962, as amended by the Finance Act in respective years;
• Central Goods and Services Tax Act, 2017, the Central Goods and Services Tax Rules, 2017, and various state-wise
legislations made thereunder;
• The Integrated Goods and Services Tax Act, 2017, and rules thereof;
• Professional tax-related state-wise legislations; and,
• Customs Act, 1962.
Labour law legislations
The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally applicable labour
laws. The following in an indicative list of labour laws which may be applicable to our Company due to the nature of our
business activities:
The Factories Act, 1948 (“Factories Act”)
The term ‘factory’, as defined under the Factories Act, includes any premises which employs or has employed on any day in
the previous 12 months, 10 or more workers and in which any manufacturing process is carried on with the aid of power or is
ordinarily so carried on, or any premises wherein 20 or more workmen are working or were working at any day during the
preceding 12 months and in which any manufacturing process is carried on without the aid of power or is ordinarily so carried
on. State Governments have issued rules in respect of the prior submission of plans and their approval for the establishment of
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factories and registration and licensing of factories. The Factories Act mandates the ‘occupier’ of a factory to ensure the health,
safety and welfare of all workers in the factory premises. Further, the ‘occupier’ of a factory is also required to ensure (i) the
safety and proper maintenance of the factory such that it does not pose health risks to persons in the factory premises; (ii) the
safe use, handling, storage and transport of factory articles and substances; (iii) provision of adequate instruction, training and
supervision to ensure workers’ health and safety; and (iv) cleanliness and safe working conditions in the factory premises. If
there is a contravention of any of the provisions of the Factories Act or the rules framed thereunder, the occupier and manager
of the factory may be punished with imprisonment or with a fine or with both.
Other labour related legislations
Depending upon the nature of the activity undertaken by us, the applicable labour enactments other than state-wise shops and
establishments acts includes the following:
• The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;
• The Employees’ State Insurance Act, 1948;
• The Maternity Benefit Act, 1961;
• The Minimum Wages Act, 1948;
• The Payment of Bonus Act, 1965;
• The Payment of Gratuity Act, 1972;
• The Payment of Wages Act, 1936;
• The Right of Persons with Disabilities Act, 2016;
• The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
• The Contract Labour (Regulation and Abolition) Act, 1970;
• The Building and Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996;
• The Child and Adolescent Labour (Prohibition and Regulation) Act, 1986;
• The Workmen’s Compensation Act, 1923;
• The Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979;
• The Equal Remuneration Act, 1976;
• The Industrial Employment (Standing Orders) Act, 1946;
• The Employment Exchange (Compulsory Notification of Vacancies) Act, 1959;
• The Apprentices Act, 1961;
• The Tamil Nadu Payment of Subsistence Allowance Act, 1981;
• The Tamil Nadu Panchayats Act, 1996;
• The Trade Unions Act, 1926; and,
• The Industrial Disputes Act, 1947.
In order to rationalize and reform labour laws in India, the Government of India has notified four labour codes which are yet to
come into force as on the date of this Draft Red Herring Prospectus, namely, (i) the Code on Wages, 2019, which received the
assent of the President of India on August 8, 2019, and will repeal the Payment of Bonus Act, 1965, Minimum Wages Act,
1948, Equal Remuneration Act, 1976, and the Payment of Wages Act, 1936, (ii) the Industrial Relations Code, 2020, which
received the assent of the President of India on September 28, 2020, and will repeal the Trade Unions Act, 1926, Industrial
Employment (Standing Orders) Act, 1946 and Industrial Disputes Act, 1947, (iii) the Code on Social Security, 2020, which
received the assent of the President of India on September 28, 2020, and will repeal certain enactments including the Employee’s
Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952, Maternity Benefit Act, 1961, Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959,
and the Payment of Gratuity Act, 1972, and (iv) the Occupational Safety, Health and Working Conditions Code, 2020, which
received the assent of the President of India on September 28, 2020 and will repeal certain enactments including the Factories
Act, Motor Transport Workers Act, 1961, The Inter-State Migrant Workmen (Regulation of Employment and Conditions of
Service) Act, 1979, the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act,
1996, and the Contract Labour (Regulation and Abolition) Act, 1970.
Certain portions of the Code on Wages, 2019 and Code on Social Security, 2020, have come into force upon notification dated
December 18, 2020 and May 3, 2023, respectively, by the Ministry of Labour and Employment. The remaining provisions of
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these codes shall become effective as and when notified by the Government of India.
Other Indian laws
In addition to the above, we are also governed by the provisions of the Companies Act and rules framed thereunder, fire-safety
related laws, guidelines for regulation and control of ground water extraction in India issued by the Central Ground Water
Authority, and rules framed thereunder, the Contract Act, 1872, and other applicable laws and regulation imposed by the Central
Government and State Governments and other authorities for our day to day business.
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HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was incorporated as ‘Ola Electric Mobility Private Limited’ at Bengaluru, Karnataka as a private limited
company under the Companies Act, 2013, pursuant to a certificate of incorporation dated February 3, 2017, issued by the
Registrar of Companies, Central Registration Centre. Subsequently, our Company was converted to a public limited company
and the name of our Company changed to ‘Ola Electric Mobility Limited’ pursuant to a Shareholders’ resolution dated October
5, 2023 and a fresh certificate of incorporation dated November 17, 2023 was issued by the RoC.
Changes in our Registered Office
There has been no change in the registered office of our Company since incorporation.
Main objects of our Company
The main objects contained in our Memorandum of Association are as follows:
1. “To carry on the business in India and abroad of providing services across the Electric Vehicles value-chain including but
not limited to building Infrastructure for facilitating the Electric Vehicles ecosystem, to engage in partnerships or joint
ventures for this business with players across the Electric Vehicles value chain namely auto OEMs, battery manufacturers,
Charging infrastructure companies among others.
2. To carry on the business in India and abroad of providing a platform, technology services and/ or other mechanism through
any future known or unknown technology, in the physical and/or electronic form, through the means of facsimile,
electronic-mail (e-mail), internet, intranet, e-commerce, m-commerce and/or any other means, to facilitate transactions
whether by and between businesses, individual consumers or by and between businesses and consumers and such similar,
incidental and ancillary activities thereto including but not limited to any advertisements and promotions.”
The main objects as contained in our Memorandum of Association enable our Company to carry on the business presently
being carried on and proposed to be carried on by our Company.
Amendments to our Memorandum of Association
The following table set forth details of the amendments to our Memorandum of Association since incorporation:
Date of Shareholders’ Details of the amendments
resolution
January 21, 2019 Clause V of the Memorandum of Association of our Company was amended to reflect the increase in authorised
share capital of our Company from ₹100,000 divided into 10,000 Equity Shares to ₹222,100,000 divided into
10,000 Equity Shares and 22,200,000 OCRPS
February 4, 2019 Clause V of the Memorandum of Association of our Company was amended to reflect the increase in authorised
share capital of our Company from ₹222,100,000 divided into 10,000 Equity Shares and 22,200,000 OCRPS to
₹222,121,450 divided into 10,000 Equity Shares, 22,200,000 OCRPS and 2,145 Series A CCPS
April 22, 2019 Clause V of the Memorandum of Association of our Company was amended to reflect re-classification in
authorised share capital of our Company from ₹222,121,450 divided into 10,000 Equity Shares, 22,200,000
OCRPS and 2,145 Series A CCPS into ₹222,121,450 divided into 10,000 Equity Shares and 22,202,145 Series
A CCPS
June 25, 2019 Clause V of the Memorandum of Association of our Company was amended to reflect re-classification in
authorised share capital of our Company from ₹222,121,450 divided into 10,000 Equity Shares and 22,202,145
Series A CCPS into ₹222,121,450 divided into 10,000 Equity Shares, 2,978 Series A CCPS, and 22,199,167
Series B CCPS
February 29, 2020 Clause V of the Memorandum of Association of our Company was amended to reflect re-classification in
authorised share capital of our Company from ₹222,121,450 divided into 10,000 Equity Shares, 2,978 Series A
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Date of Shareholders’ Details of the amendments
resolution
CCPS, and 22,199,167 Series B CCPS into ₹222,121,450 divided into 10,000 Equity Shares, 7 Class B Equity
Shares, 2,978 Series A CCPS, and 22,199,160 Series B CCPS
July 26, 2021 Clause V of the Memorandum of Association of our Company was amended to reflect re-classification in
authorised share capital of our Company from ₹222,121,450 divided into 10,000 Equity Shares, 7 Class B
Equity Shares, 2,978 Series A CCPS, and 22,199,160 Series B CCPS into ₹222,121,450 divided into 10,021
Equity Shares, 7 Class B Equity Shares, 2,978 Series A CCPS, and 22,199,139 Series B CCPS
October 1, 2021 Clause V of the Memorandum of Association of our Company was amended to reflect re-classification in
authorised share capital of our Company from ₹222,121,450 divided into 10,021 Equity Shares, 7 Class B
Equity Shares, 2,978 Series A CCPS, and 22,199,139 Series B CCPS into ₹222,121,450 divided into 10,021
Equity Shares, 7 Class B Equity Shares, 2,978 Series A CCPS, 22,196,908 Series B CCPS, 2,000 Series C
CCPS and 231 Series C1 CCPS
December 22, 2021 Clause V of the Memorandum of Association of our Company was amended to reflect the increase in authorised
share capital of our Company from ₹222,121,450 divided into 10,021 Equity Shares, 7 Class B Equity Shares,
2,978 Series A CCPS, 22,196,908 Series B CCPS, 2,000 Series C CCPS and 231 Series C1 CCPS to
₹38,253,234,140 divided into 1,954,084,979 Equity Shares, 1,364,993 Class B Equity Shares, 580,707,022
Series A CCPS, 847,075,656 Series B CCPS, 45,044,769 Series C1 CCPS, 240,823,765 Series C CCPS,
42,222,230 Series D CCPS, and 114,000,000 Series D1 preference shares of face value of ₹10 each
January 24, 2022 Clause V of the Memorandum of Association of our Company was amended to reflect the re-classification in
authorised share capital of our Company from ₹38,253,234,140 divided into 1,954,084,979 Equity Shares,
1,364,993 Class B Equity Shares, 580,707,022 Series A CCPS, 847,075,656 Series B CCPS, 45,044,769 Series
C1 CCPS, 240,823,765 Series C CCPS, 42,222,230 Series D CCPS, and 114,000,000 Series D1 preference
shares of face value of ₹10 each to ₹38,253,234,140 divided into 1,954,084,979 Equity Shares, 1,364,993 Class
B CCPS, 580,707,022 Series A CCPS, 847,075,656 Series B CCPS, 240,823,765 Series C CCPS, 45,044,769
Series C1 CCPS, 150,000,000 Series D CCPS, and 6,222,230 unclassified shares of face value of ₹10 each
June 23, 2023 Clause V of the Memorandum of Association of our Company was amended to reflect the re-classification and
increase in authorised share capital of our Company from ₹38,253,234,140 divided into 1,954,084,979 Equity
Shares, 1,364,993 Class B CCPS, 580,707,022 Series A CCPS, 847,075,656 Series B CCPS, 240,823,765 Series
C CCPS, 45,044,769 Series C1 CCPS, 150,000,000 Series D CCPS, and 6,222,230 unclassified shares of face
value of ₹10 each to ₹54,773,234,140 divided into 1,954,084,979 Equity Shares 1,364,993 Class B Equity
Shares, 580,707,022 Series A CCPS, 847,075,656 Series B CCPS, 45,044,769 Series C1 CCPS, 240,823,765
Series C CCPS, 150,000,000 Series D CCPS, and 1,658,222,230 Series E CCPS
October 5, 2023 Clause I of the Memorandum of Association of our Company was amended to reflect the change in the name
of our Company from ‘Ola Electric Mobility Private Limited’ to ‘Ola Electric Mobility Limited’ due to
conversion from a private company to a public company
December 8, 2023 Clause V of the Memorandum of Association of our Company was amended to reflect the re-classification and
increase in authorised share capital of our Company from ₹54,773,234,140 divided into 1,954,084,979 Equity
Shares 1,364,993 Class B Equity Shares, 580,707,022 Series A CCPS, 847,075,656 Series B CCPS, 45,044,769
Series C1 CCPS, 240,823,765 Series C CCPS, 150,000,000 Series D CCPS, and 1,658,222,230 Series E CCPS
to ₹59,184,998,850 divided into 239,662,6443 Equity Shares, 580,707,022 Series A CCPS, 847,075,656 Series
B CCPS, 45,044,769 Series C1 CCPS, 240,823,765 Series C CCPS, 150,000,000 Series D CCPS, and
1,658,222,230 Series E CCPS
December 19, 2023* Clause V of the Memorandum of Association of our Company was amended to reflect the re-classification in
authorised share capital of our Company from ₹59,184,998,850 divided into 239,662,6443 Equity Shares,
580,707,022 Series A CCPS, 847,075,656 Series B CCPS, 45,044,769 Series C1 CCPS, 240,823,765 Series C
CCPS, 150,000,000 Series D CCPS, and 1,658,222,230 Series E CCPS to ₹59,184,998,850 divided into
239,662,6443 Equity Shares, 438,162,753 Series A CCPS, 142,544,269 Series A1 CCPS, 847,075,656 Series
B CCPS, 45,044,769 Series C1 CCPS, 240,823,765 Series C CCPS, 150,000,000 Series D CCPS, and
1,658,222,230 Series E CCPS
* While our Company has filed the respective Form SH-7 on the MCA portal, the same is pending for approval from the RoC. For further details, see “Risk
Factors - The form filing in respect of reclassification of shares is pending for approval from the RoC. Further, we have been unable to complete the process
of filing of Form PAS-3 in respect of recent changes to our share capital.” on page 54.
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Major events and milestones in the history of our Company
The table below sets forth the key events and milestones in the history of our Company:
Financial Year Particulars
2024 Launch of 500th experience centre by Ola Fleet Technologies Private Limited
2023 Establishment of OLA BIC in Bengaluru through OET, our Material Subsidiary
Our Company entered into a memorandum of understanding with the Government of Tamil Nadu for Ola EV Hub
Launch of first experience centre by Ola Fleet Technologies Private Limited
Started delivery of Ola S1 through through OET, our Material Subsidiary
2022 Started delivery of S1 Pro through through OET, our Material Subsidiary
Establishment of Ola Futurefactory
Awards, accreditations and recognitions
Financial Year Award
2024 Ola Electric S1 Air was awarded ‘Viewer’s choice electric bike of the year’ at the car&bike Awards
2023
2024 Ola Electric S1 was awarded ‘Electric Scooter of the Year’ at the car&bike Awards 2023
2023 Ola was awarded in the categories of ‘Innovation in Electric Vehicle’ and ‘Innovation in Battery Tech’
at 13th Aegis Graham Bell Awards
2023 Ola S1 Pro was awarded ‘Best of 2022’ by auto X in 2W category
2023 Ola S1 was awarded ‘Electric scooter of the year’ at the Zee News Auto Awards 2022
Significant financial and/or strategic partners
Our Company does not have any significant financial and/or strategic partners as on the date of this Draft Red Herring
Prospectus.
Time and cost over-runs
There have been no time or cost over-runs in respect of our business operations as on the date of this Draft Red Herring
Prospectus.
Defaults or re-scheduling, restructuring of borrowings with financial institutions or banks
There have been no defaults or rescheduling/restructuring of borrowings with financial institutions/ banks in respect of our
Company’s borrowings.
Launch of key products or services, entry into new geographies or exit from existing markets, capacity/ facility creation
or location of plants
For details of key products or services launched by us, entry into new geographies or exit from existing markets, capacity/
facility creation, location of our manufacturing facilities, see “Our Business” and “- Major events and milestones in the history
of our Company” on pages 153 and 201, respectively.
Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years
Except as stated below, our Company has not acquired any business or undertaking and has not undertaken any merger,
amalgamation or revaluation of assets in the last 10 years.
1. Business transfer agreement dated January 18, 2019 entered into by and amongst our Company, and ANI
Technologies Private Limited (the “Business Transfer Agreement”)
Our Company and one of the members of our Promoter Group, namely, ANI Technologies Private Limited (“ANI”)
entered into a business transfer agreement dated January 18, 2019, pursuant to which ANI transferred, and our
Company purchased, as a going concern and on a slump sale basis, their business in connection with the electric
vehicles including: (a) development of electric vehicles for short and long distance rides; (b) developing and providing
services across the electric vehicles value chain such as building infrastructure for facilitating the electric vehicles eco-
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system in India; (c) all research and development activities and materials in connection with the foregoing; (d) all other
business, activities and operations in connection with the foregoing; (e) purchased assets including third party and in-
house developed intellectual property, hardware and software; (f) employees; (g) contracts associated with purchased
assets; (h) all liabilities associated with the purchased assets, the employees and the transferred contracts; and (i) grant
of a perpetual, royalty-free, non-exclusive, non-transferable, non-assignable and revocable license to use, across the
universe, certain licensed intellectual property, including the logo and/ or word-mark of ‘Ola’, ‘Ola Cabs’ and
www.olacabs.com under class 39, only in relation to the electronic vehicles business. The fair lump sum value of the
business (on a going-concern-basis) was ₹222.00 million. As a consideration for the aforementioned transfer, our
Company allotted 22,200,000 OCRPS to ANI. Pursuant to the resolution passed by the Board dated February 26, 2019,
22,200,000 OCRPS were reclassified to 152 Series A CCPS. Accordingly, pursuant to the reclassification, ANI was
allotted 152 Series A CCPS.
Our holding company
As on the date of this Draft Red Herring Prospectus, our Company does not have a holding company.
Our subsidiaries, joint ventures and associates
As on the date of this Draft Red Herring Prospectus, our Company has ten subsidiaries. Further, as on the date of this Draft Red
Herring Prospectus, our Company does not have any joint venture or associate companies. The details of our Subsidiaries have
been provided below.
1. Ola Electric Technologies Private Limited (“OET”)
Corporate Information
OET was incorporated as a private limited company under the Companies Act, 2013 on January 6, 2021. Its corporate
identification number is U34300KA2021PTC142884. It has its registered office at Regent Insignia, #414, 3rd Floor,
4th Block 17th Main, 100 Feet Road, Koramangala, Bengaluru 560 034, Karnataka, India.
Nature of Business
OET is engaged in the business of providing services across the electric vehicles value-chain, and manufacture and
supply of electric vehicles.
Capital Structure
The authorised share capital of OET is ₹4,758,800,000 divided into 25,880,000 equity shares of ₹10 each and
450,000,000 preference shares of ₹ 10 each and its issued and paid-up share capital is ₹2,258,800,000 divided into
25,880,000 equity shares of ₹10 each and 200,000,000 preference shares of ₹10 each.
Shareholding
As of the date of this Draft Red Herring Prospectus, the shareholding pattern of OET is as follows:
Equity Shares
Name of the shareholder Number of equity shares Percentage of the total equity
held shareholding
(%)
Our Company 25,879,994 100.00
Bhavish Aggarwal* 1 Negligible
Rajalakshmi Aggarwal* 1 Negligible
Ankush Aggarwal* 1 Negligible
Dr. N. K. Aggarwal* 1 Negligible
Amit Anchal* 1 Negligible
Krishnamurthy Venugopala Tenneti* 1 Negligible
Total 25,880,000 100.00
*As nominees of our Company
202
Preference Shares
Name of the shareholder Number of preference shares Percentage of the total preference
held shareholding
(%)
Our Company 200,000,000 100.00
2. Ola Electric Charging Private Limited (“OEC”)
Corporate Information
OEC was incorporated as a private limited company under the Companies Act, 2013 on December 21, 2021. Its
corporate identification number is U31200KA2021PTC155790. It has its registered office at Regent Insignia, #414,
3rd Floor, 4th Block, 17th Main, 100 Feet Road, Koramangala, Bengaluru 560 034, Karnataka, India.
Nature of Business
OEC is engaged in the business of manufacture, installation, commissioning, supply, trading, outsourcing of charging
stations for all electric vehicles and batteries / battery based instruments using electricity generated through
hydroelectric, coal, wind, solar, nuclear energy or any other renewable or non-renewable sources of energy.
Capital Structure
The authorised, issued and paid-up share capital of OEC is ₹14,600,000 divided into 210,000 equity shares of ₹10
each and 1,250,000 preference shares of ₹ 10 each.
Shareholding
As of the date of this Draft Red Herring Prospectus, the shareholding pattern of OEC is as follows:
Equity Shares
Name of the shareholder Number of equity shares Percentage of the total equity
held shareholding
(%)
Our Company 209,994 100.00
OET* 1 Negligible
Rajalakshmi Aggarwal* 1 Negligible
Ankush Aggarwal* 1 Negligible
Dr. N. K. Aggarwal* 1 Negligible
Krishnamurthy Venugopala Tenneti* 1 Negligible
Amit Anchal* 1 Negligible
Total 210,000 100.00
*As nominees of our Company
Preference Shares
Name of the shareholder Number of preference shares Percentage of the total preference
held shareholding
(%)
Our Company 1,250,000 100.00
3. Ola Cell Technologies Private Limited (“OCT”)
Corporate Information
OCT was incorporated as a private limited company under the Companies Act, 2013 on July 5, 2022. Its corporate
identification number is U31900KA2022PTC163344. It has its registered office at #414/2, Ground Floor, Regent
Insignia, 4th Block, 17th Main, 100 Feet Road, Koramangala, Bengaluru 560 034, Karnataka, India.
Nature of Business
203
OCT is engaged in the business of manufacturing, processing, assembling, export, selling, repairing and distribution
of batteries/ cell, including but not limited to advance chemistry cell, lithium ion batteries, cell charging, battery pack
design, cell R&D, battery integration, module making and associated systems and deal in all equipment and all such
things required for such manufacturing, processing, reprocessing, and distribution of all forms of lithium iron
phosphate battery and nickel manganese cobalt battery in India and abroad.
Capital Structure
The authorised share capital of OCT is ₹5,010,100,000 divided into 370,010,000 Equity Shares of ₹10 each and
131,000,000 preference shares of ₹10 each. The issued and paid-up share capital of OCT is ₹4,510,100,000 divided
into 320,010,000 equity shares of ₹10 each and 131,000,000 preference shares of ₹10 each.
Shareholding
As of the date of this Draft Red Herring Prospectus, the shareholding pattern of OCT is as follows:
Equity Shares
Name of the shareholder Number of equity shares Percentage of the total equity
held shareholding
(%)
Our Company 320,009,994 100.00
OET* 1 Negligible
Rajalakshmi Aggarwal* 1 Negligible
Ankush Aggarwal* 1 Negligible
Dr. N. K. Aggarwal* 1 Negligible
Amit Anchal* 1 Negligible
Krishnamurthy Venugopala Tenniti* 1 Negligible
Total 320,010,000 100.00
*As nominees of our Company
Preference Shares
Name of the shareholder Number of preference shares Percentage of the total preference
held shareholding
(%)
Our Company 131,000,000 100.00
4. Ola Electric Mobility Inc. (“OEM US”)
Corporate Information
OEM US was incorporated as a corporation in the state of Delaware, United States of America on May 29, 2019. Its
registration number is SR 20194732285. It has its registered office at 108 West, 13th Street, Wilmington, Delaware
19801, County of New Castle, United States.
Nature of Business
OEM US is engaged in the business of acquiring certain talent pools mainly pertaining to design, engineering, etc.
domains which are crucial to operations and new product developments.
Capital Structure
The authorised share capital of OEM US is USD 6,000,000 divided into 600,000,000 shares of USD 0.01 each. The
issued, subscribed and paid-up share capital of OEM US is USD 2,464,133 divided into 246,413,300 shares of USD
0.01 each.
Shareholding
As of the date of this Draft Red Herring Prospectus, the shareholding pattern of OEM US is as follows:
204
Name of the shareholder Number of shares Percentage of the total
held shareholding
(%)
Our Company 246,413,300 100.00
5. Ola Electric Mobility B.V. (“OEM BV”)
Corporate Information
OEM BV was incorporated as a private limited liability company under the Netherlands Chamber of Commerce on
April 29, 2020. Its registration number is 77929330. It has its registered office at Delflandlaan 1 1062EA Amsterdam,
the Netherlands.
Nature of Business
OEM BV is engaged in the business of providing goods and services across the electric vehicles value-chain including
but not limited to manufacture, assembly, supply and distribution of electric vehicles, batteries, and building
infrastructure for facilitating the electric vehicles ecosystem.
Capital Structure
The issued, subscribed and paid-up share capital of OEM BV is EUR 2,624,920 divided into 2,624,920 shares of EUR
1 each.
Shareholding
As of the date of this Draft Red Herring Prospectus, the shareholding pattern of OEM BV is as follows:
Name of the shareholder Number of equity shares Percentage of the total
held shareholding
(%)
Our Company 2,624,920 100.00
6. Ola Electric UK Private Limited (“OEU”)
Corporate Information
OEU was incorporated as “Ola Electric Mobility UK Private Limited”, a private limited company with the Registrar
of Companies for England and Wales on January 21, 2021. Its name was changed to “Ola Electric UK Private Limited”
on January 28, 2021. Its registration number is 13148784. It has its registered office at 1 London Street, Reading,
England, RG1 4PN.
Nature of Business
OEU is engaged in the business of research and development to support its parent company, OEM BV.
Capital Structure
The issued, subscribed and paid-up share capital of OEU is GBP 8,005,384 divided into 8,005,384 shares of GBP 1
each.
Shareholding
As of the date of this Draft Red Herring Prospectus, the shareholding pattern of OEU is as follows:
Name of the shareholder Number of shares Percentage of the total
held shareholding
(%)
OEM BV 8,005,384 100.00
205
7. Ola Electric Technologies B.V (“OET BV”)
Corporate Information
OET BV was incorporated as a private limited liability company under the Netherlands Chamber of Commerce on
May 27, 2022. Its registration number is 86522663. It has its registered office at Delflandlaan 1, 1062EA Amsterdam,
the Netherlands.
Nature of Business
OET BV is engaged in the business of manufacturing, trading, import, export, (re-)license, lease, rent and to provide
fleet operating services among other related services for rechargeable electric vehicles including, but not limited to,
two, three, four and multi wheelers, scooters, motor bikes, bicycles, e-carts, cars, buses and heavy weight vehicles,
along with spare parts or equipment thereof such as motors, controllers, power trains, batteries and other energy storing
devices, as well as to perform periodic inspections of swapping stations and charging stations of all kinds of electric
vehicles and batteries.
Capital Structure
The issued, subscribed and paid-up share capital of OET BV is EUR 10,000 divided into 10,000 shares of EUR 1 each.
Shareholding
As of the date of this Draft Red Herring Prospectus, the shareholding pattern of OET BV is as follows:
Name of the shareholder Number of shares Percentage of the total
held shareholding
(%)
OEM BV 10,000 100.00
8. Etergo B.V. (“Etergo”)
Corporate Information
Etergo was incorporated as a private limited liability company under the Netherlands Chamber of Commerce on
December 1, 2014. Its registration number is 62037285. It has its registered office at Delflandlaan 1, 1062EA
Amsterdam, the Netherlands.
Nature of Business
Etergo is engaged in the business of designing, producing and selling of electric vehicles.
Capital Structure
The issued, subscribed and paid-up share capital of Etergo is EUR 899,768 divided into 89,976,774,813 shares of EUR
0.00001 each.
Shareholding
As of the date of this Draft Red Herring Prospectus, the shareholding pattern of Etergo is as follows:
Name of the shareholder Number of shares Percentage of the total
held shareholding
(%)
OEM BV 89,976,774,813 100.00
206
9. Etergo Operations B.V. (“EOB BV”)
Corporate Information
EOB BV was incorporated as a private limited liability company under the Netherlands Chamber of Commerce on
March 5, 2020. Its registration number is 77553527. It has its registered office at Koningin Wilhelminaplein 33,
1062HJ Amsterdam, the Netherlands.
Nature of Business
EOB BV is engaged in the business of developing, producing and publishing software design, manufacturing,
maintenance and sales of electric vehicles, developing and operating related software and operating of mobility
services.
Capital Structure
The issued, subscribed and paid-up share capital of EOB BV is EUR 100 divided into 100 shares of EUR 1 each.
Shareholding
As of the date of this Draft Red Herring Prospectus, the shareholding pattern of EOB BV is as follows:
Name of the shareholder Number of shares Percentage of the total
held shareholding
(%)
Etergo 100 100.00
10. EIA Trading (Shanghai) Co., Ltd. (“EIA”)
Corporate Information
EIA was incorporated as a limited liability company under the People’s Republic of China’s Corporate Law on May
26, 2023. Its license number is 41000002202305260015. It has its registered office at Room 605, Building 3, No.188
Ona Rd, China (Shanghai) Pilot Free Trade Zone.
Nature of Business
EIA is engaged in the business of sales of special electronic materials, technical service, technology development,
technology consultation, technology exchange, technology transfer, technology promotion; information consulting
services (excluding information consulting services that need specific license/permit, enterprise management
consulting, marketing, import and export of technology, import and export of goods.
Capital Structure
The registered capital of EIA is RMB 2,420,000.
Shareholding
As of the date of this Draft Red Herring Prospectus, EIA has not issued any shares.
Accumulated profits or losses
There are no accumulated profits or losses of our Subsidiaries, which are not accounted for by our Company in our
Restated Consolidated Financial Information.
207
Shareholders’ agreements and other agreements
1. Amended and Restated Shareholders’ Agreement dated December 7, 2023 (including the deeds of accession and
deeds of adherence executed in its terms thereof) entered into by and among our (a) Company, (b) Promoter, (c)
Matrix Partners India Investments III, LLC, Matrix Partners India III AIF Trust, Internet Fund III Pte Ltd,
Hyundai Motor Company, Kia Corporation, SVF II Ostrich (DE) LLC (“SB”), Alpha Wave Ventures II, LP, Tekne
Private Ventures XV, Ltd., Ab Initio Capital, L.P., Alpine Opportunity Fund VI, L.P., MacRitchie Investments Pte.
Ltd. and V-Sciences Investments Pte Ltd (collectively, “Investors”), and (d) ANI Technologies Private Limited
(“ANI”, together with our Company, Promoter and Investors, “Parties”) as amended by the IPO SHA Amendment
Agreement dated December 7, 2023 and Second IPO SHA Amendment Agreement dated December 19, 2023 (the
“Shareholders’ Agreement”).
Our Company, Promoter, Investors and ANI have entered into the Shareholders’ Agreement inter-alia recording their
rights and obligations in relation to the operation and management of our Company. Certain rights that the parties are
entitled to under the Shareholders’ Agreement include (i) rights in relation to restrictions on transfer of Equity Shares
inter alia the right of first offer, except as permitted under the Shareholders’ Agreement; (ii) anti-dilution protection;
(iii) liquidation preference; (iv) pre-emptive rights; and (iv) information and inspection rights. Additionally, certain
other shareholders1 of our Company have agreed to abide by the Shareholders’ Agreement and have been granted
certain rights including anti-dilution protection, transfer restrictions, and liquidation preference through various deeds
of accession and adherence.
In view of the Offer, the Parties have entered into the IPO SHA Amendment Agreement with the objective of enabling
implementation of the Offer. Pursuant to the IPO SHA Amendment Agreement, Parties have amended certain
provisions of the Shareholders’ Agreement and provided their consents on certain matters in relation to the Offer.
Further, the Parties have agreed that for so long as SB continues to hold qualifying shareholding in our Company (i.e.,
12.5% of the economic interest in the fully diluted share capital) by itself or through its affiliates, prior to the listing
of the Equity Shares pursuant to the Offer, SB shall be entitled to the right to nominate 1 (one) director on the Board.
Further, the parties have entered into a Second IPO SHA Amendment Agreement to revise the conversion ratio of
CCPS.
The Shareholders’ Agreement shall automatically terminate in respect to each Party, in its entirety, immediately upon
receipt of listing and trading approvals from the Stock Exchanges and the commencement of trading of the Equity
Shares on the Stock Exchanges pursuant to the Offer without any further act or deed, including any corporate action,
inter alia, amendment to the articles of association and change of the board of directors, required on the part of any
Party and without prejudice to any existing or accrued rights or liabilities of any Party under the Shareholders’
Agreement prior to the date of such termination, subject to the survival of certain provisions related to definitions and
interpretation, confidentiality, notices, miscellaneous and governing law and dispute resolution.
Further, our Company had executed certain letter agreements with DIG Investment IV AB, Alpha Wave Ventures LP,
Ab Initio Capital, L.P., Alpine Opportunity Fund VI, L.P. and Tekne Private Ventures XV, Ltd. (collectively,
“Information Rights Letters”), respectively, whereby our Company provided certain information rights to the
relevant investors. Alpha Wave Ventures LP, pursuant to the deed of adherence had transferred all its rights, benefits
and obligations to Alpha Wave Ventures II, LP. Thereafter, pursuant to the waiver letters, each dated December 21,
2023, it has been agreed that the information rights provided under the Information Rights Letters shall be waived
from the date of filing the RHP with the RoC till the date of receipt of listing and trading approvals for commencement
of trading of the Equity Shares from the Stock Exchanges in the Offer and such Information Rights Letters shall stand
terminated upon receipt of listing and trading approval from the Stock Exchanges. Our Company had also executed a
letter agreement with Internet Fund III Pte Ltd whereby our Company agreed to maintain written policies and
procedures and system of internal controls to ensure compliance with anti-bribery and anti-corruption laws, which will
also get terminated upon termination of the Shareholders’ Agreement.
1.
Gaurav Deepak, Rahul Ravindra Raj Mehta, Sumit Shah, Kuldip Aojula and Manminder Aojula, Ritesh Sidhwani, Farhan Akhtar, Zoya
Akhtar, Rohan Ramchandani, Azara Advisors LLP, Gurpreet Singh Arora, Jasneet Singh, Rakesh Aggarwal, NK Aggarwal, Bipin Gupta,
Brijesh C Gupta, Mahimn Sodhani, Nipun Goel, Sarin Family India LLC, Pawan Munjal Family Trust, Nuvama Private Investments Trust-
Nuvama Crossover Opportunities Fund – Series III, Nuvama Private Investments Trust-Nuvama Crossover Opportunities Fund – Series III
A, Nuvama Private Investments Trust-Nuvama Crossover Opportunities Fund – Series III B and Ashna Advisors LLP.
208
Details of guarantees given to third parties by our Promoter who is participating in the Offer for Sale
Except as disclosed under “Our Promoter and Promoter Group – Material guarantees given by our Promoter to third
parties with respect to Equity Shares” on page 226, our Promoter has not given any guarantees, on behalf of our
Company, to third parties that are outstanding as of the date of this Draft Red Herring Prospectus.
Other agreements
Our Key Managerial Personnel or Senior Management Personnel, Directors, Promoter, or any other employee have
not entered into any agreement with any shareholder or any third party with regard to compensation or profit sharing
in connection with dealings in the securities of our Company.
Our Company has not entered into any other subsisting material agreement, other than in the ordinary course of
business.
209
OUR MANAGEMENT
In terms of the Articles of Association, our Company is required to have not less than three Directors. As on the date of this
Draft Red Herring Prospectus, our Board comprises six Directors including one Executive Director, two Non-Executive
Directors and three Independent Directors (including one woman Director).
Our Board
The following table sets forth details regarding our Board as of the date of this Draft Red Herring Prospectus:
Sr. No Name, Designation, Address, Occupation, Term, Period of Other Directorships
Directorship, DIN, Date of Birth and Age
1. Bhavish Aggarwal Indian Companies
Designation: Chairman and Managing Director • ANI Technologies Private Limited
• Krutrim SI Designs Private Limited
Address: Flat No. 807/808, Delphi-I, Prestige Acropolis • Ola Cell Technologies Private Limited
Apartments, Koramangala, Bengaluru 560 029, Karnataka, India • Ola Electric Technologies Private Limited
• Ola Financial Services Private Limited
Occupation: Business
Foreign Companies
Term: Five years from December 6, 2023
Nil
Period of Directorship: Director since February 3, 2017
DIN: 03287473
Date of Birth: August 28, 1985
Age: 38
2. Krishnamurthy Venugopala Tenneti Indian Companies:
Designation: Non-Executive Director • ANI Technologies Private Limited
• Indegene Limited
Address: 76, Adarsh Vista, Basavanagar Main Road, • Krutrim SI Designs Private Limited
Vibuthipura, Marathalli, Bengaluru 560 037, Karnataka, India • Ola Electric Charging Private Limited
• Ola Financial Services Private Limited
Occupation: Service
Foreign Companies:
Term: Liable to retire by rotation
Nil
Period of Directorship: Director since September 30, 2020
DIN: 01338477
Date of Birth: June 29, 1945
Age: 78
3. Arun Sarin Indian Companies:
Designation: Non-Executive Director • ANI Technologies Private Limited
• Ola Financial Services Private Limited
Address: 111 W Bears Club Drive, Jupiter, Florida 33477, USA
Foreign Companies:
Occupation: Business executive
• Accenture PLC
Term: Liable to retire by rotation • Cerence Inc.
• The Charles Schwab Corporation
Period of Directorship: Director since February 26, 2019
DIN: 01384344
210
Sr. No Name, Designation, Address, Occupation, Term, Period of Other Directorships
Directorship, DIN, Date of Birth and Age
Date of Birth: October 21, 1954
Age: 69
4. Manoj Kumar Kohli Indian Companies:
Designation: Independent Director • Carnation Acreage Private Limited
• B9 Beverages Limited
Address: Flat No. 609A, Aralias, DLF Golf Links, DLF City, • Inbrew Beverages Private Limited
Phase-5, Galleria DLF – IV, Gurugram 122 009, Haryana, India • Ola Electric Technologies Private Limited
• Sunsure Energy Private Limited
Occupation: Business
• Sew Private Limited
• Triveni Engineering And Industries Limited
Term: Three years from December 6, 2023
• Wework India Management Private Limited
Period of Directorship: Director since December 6, 2023
Foreign Companies:
DIN: 00162071
Nil
Date of Birth: December 3, 1958
Age: 65
5. Ananth Sankaranarayanan Indian Companies:
Designation: Independent Director • Archernar Brand Technologies Private Limited
• Birlasoft Limited
Address: No. 88, 3rd Cross Street, Lavelle Road, Bengaluru 560 • Caelum Arpit Brand Technologies Private Limited
001, Karnataka, India • Cephus Brand Technologies Private Limited
• Helea Technology Private Limited
Occupation: Service
• Lepus Brand Technologies Private Limited
• Marico Limited
Term: Three years from December 6, 2023
• Mensa Brand Technologies Private Limited
Period of Directorship: Director since December 6, 2023 • Prita Designs Private Limited
• Pyxis Brand Technologies Private Limited
DIN: 07527676 • Renee Cosmetics Private Limited
Date of Birth: December 24, 1976 Foreign Companies:
Age: 46 • Bergwelt Pte Ltd
• Mensa Brands Technologies Pte Ltd
6. Shradha Sharma Indian Companies:
Designation: Independent Director • Content For Good Private Limited
• YourStory Media Private Limited
Address: 001, Riviera Apartments, 2/5 Kensington Road, Near
Ulsoor Swimming Pool, Bengaluru 560 042, Karnataka, India Foreign Companies:
Occupation: Business Nil
Term: Three years from December 6, 2023
Period of Directorship: Director since December 6, 2023
DIN: 03557496
Date of Birth: February 19, 1980
Age: 43
211
Brief Biographies of Directors
Bhavish Aggarwal is the Founder, Chairman and Managing Director and the Promoter of our Company. He holds a bachelor’s
degree of technology in computer science and engineering from the Indian Institute of Technology, Bombay. He founded Ola
Cabs, a ride hailing platform operated by ANI Technologies Private Limited in 2010 and is currently the Chairman and
Managing Director of ANI Technologies Private Limited. He was named in the list of ‘India 30 under 30’ by Forbes India in
2014, in the top 100 most influential people under ‘Pioneers’ category by Time Magazine in 2018 and in the TIME100 Climate
List in 2023. Further, he was awarded ‘Entrepreneur of the Year’ by Economic Times in 2017.
Krishnamurthy Venugopala Tenneti is a Non-Executive Director on our Board. He holds a bachelor’s degree in technology
in electrical engineering (H.C.) from the Indian Institute of Technology, Madras and a post-graduate diploma in business
administration from Indian Institute of Management, Ahmedabad. He has been an advisor to the board of ANI Technologies
Private Limited since 2017 and has experience in management advisory.
Arun Sarin is a Non-Executive Director on our Board. He holds a bachelor’s degree of technology in metallurgical engineering
from the Indian Institute of Technology, Kharagpur and a master’s degree in science, materials science and engineering and in
business administration from the University of California at Berkeley. He was previously associated with Vodafone Group Plc
as chief executive officer. He was named ‘Global Indian of the Year in 2007’ by CNN/IBN and was named an Honorary Knight
Commander of the Civil Division of the Order of the British Empire by Queen Elizabeth II in January 2010.
Manoj Kumar Kohli is an Independent Director on our Board. He holds a bachelor’s degree in commerce (honours) and a
master’s degree in business administration from the University of Delhi. He has also received a diploma in training and
development from the Indian Society for Training and Development and a post-graduate diploma in personnel management
from the New Delhi YMCA Institute of Management Studies. He was previously associated with SoftBank Group International
as country head and Bharti Enterprises Limited as the managing director. He received an award in the telecom category in the
NDTV Business Leadership Awards 2009.
Ananth Sankaranarayan is an Independent Director on our Board. He holds a master’s degree of science in engineering
(industrial and operations engineering) from the University of Michigan, USA. He was previously associated with McKinsey
& Company, Inc. as a senior partner, Medlife International Private Limited as a co-founder and chief executive officer and
Myntra Designs Private Limited as the chief executive officer.
Shradha Sharma is an Independent Director on our Board. She has received a post-graduate certificate in design
communications management from the Mudra Institute of Communications, Ahmedabad. She is the founder and chief executive
officer of YourStory Media Private Limited and is also a member of the National Startup Advisory Council.
Relationship between our Directors, Key Managerial Personnel and Senior Management Personnel
None of our Directors, Key Managerial Personnel and Senior Management Personnel are related to each other.
Confirmations
None of our Directors is or was a director of any listed company during the five years immediately preceding the date of this
Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on any of the stock exchange
during their directorship in such companies.
No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or
companies in which they are interested by any person either to induce them to become or to help them qualify as a Director, or
otherwise for services rendered by them or by the firm or company in which they are interested, in connection with the
promotion or formation of our Company.
None of our Directors have been declared as Wilful Defaulters nor as Fraudulent Borrowers by any bank or financial institution
or consortium thereof in accordance with the guidelines on Wilful Defaulters or a Fraudulent Borrower issued by the RBI.
None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange
during the term of their directorship in such company.
212
Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which our
Directors were selected as a Director or Senior Management Personnel
There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any
of our Directors are appointed on the Board.
Terms of appointment of our Managing Director:
Pursuant to resolutions passed by our Board and Shareholders dated December 6, 2023, and December 8, 2023, respectively,
Bhavish Aggarwal has been appointed as the Chairman and Managing Director of our Company for a period of five years, with
effect December 6, 2023.
The details of remuneration of Bhavish Aggarwal, as approved by our Board and the Shareholders, in their meetings held on
December 7, 2023, and December 8, 2023, respectively, and pursuant to the employment agreement dated December 6, 2023,
entered into between our Company and him, are stated below:
Particulars Annual amount (in ₹ million)
Base salary 60.00
Variable pay 30.00
Remuneration to our Directors:
The remuneration paid to our Directors in Financial Year 2023 is as follows:
Remuneration to our Executive Director
Nil. However, our Company, through the board resolution dated November 10, 2023, has approved and paid a service
consideration of ₹ 60.10 million to Bhavish Aggarwal for Financial Year 2023 in recognition of his support as a non-executive
director in guiding the Company’s growth for the Financial Year 2023.
Remuneration to Non-Executive Directors and Independent Directors
Pursuant to the resolution passed by our Board on December 7, 2023, and Shareholders’ resolutions each dated December 8,
2023 our Independent Directors are entitled to a remuneration of ₹5.00 million per annum. Further, pursuant to the resolution
passed by our Board on December 7, 2023, our Non-Executive Directors and Independent Directors are entitled to sitting fees
of ₹0.10 million for attending each meeting of the Board of Directors, and each meeting of the committees of the Board of
Directors.
Our Company has not paid any remuneration to our Non-Executive Directors and Independent Directors in Financial Year
2023.
Remuneration paid or payable to our Directors by our Subsidiaries or associates
None of our Directors have been paid any remuneration by our Subsidiaries, including contingent or deferred compensation
accrued for the year during Financial Year 2023.
As on the date of this Draft Red Herring Prospectus, our Company has no associate company.
Contingent or deferred compensation paid to Directors by our Company
There is no contingent or deferred compensation accrued for Financial Year 2023 and payable to any of our Directors.
Bonus or profit-sharing plan of our Directors
None of our Directors is entitled to any bonus (excluding performance linked incentive which is part of their remuneration) or
profit-sharing plans of our Company.
Service Contracts with Directors
None of our Directors have entered into a service contract with our Company pursuant to which they are entitled to any benefits
upon termination of employment.
213
Shareholding of our Directors in our Company
Our Directors are not required to hold any qualification Equity Shares under our Articles of Association.
Except as disclosed below, as on the date of this Draft Red Herring Prospectus, none of our Directors hold any Equity Shares
in our Company:
Name of the Director Number of Equity Shares held
Bhavish Aggarwal 1,361,875,240
Manoj Kumar Kohli 297,178
Shareholding of Directors in our Subsidiaries
Except for Bhavish Aggarwal who holds one equity share in OET as a nominee of our Company, and Krishnamurthy
Venugopala Tenneti, who holds one equity share in OET, OCT and OEC, as a nominee of our Company as on the date of this
Draft Red Herring Prospectus, none of our Directors hold any shares in the Subsidiaries of our Company.
Interest of Directors
Our Directors, may be deemed to be interested to the extent of fees payable to them for attending meetings of our Board or a
committee thereof, to the extent of other remuneration and reimbursement of expenses, if any, payable to them by our Company
under our Articles of Association and their respective appointment letters, and to the extent of remuneration paid to them for
services rendered as an officer or employee of our Company. For further details, see “ – Remuneration to our Directors”, on
page 213.
Our Directors may also be deemed to be interested to the extent of Equity Shares (together with dividends and other distributions
in respect of such Equity Shares), held by them or held by the entities in which they are associated as promoters, directors,
partners, proprietors or trustees or held by their relatives. Further, Arun Sarin, is the sole managing member and one of the
ultimate beneficial owners of Sarin Family LLC, which is one of the Selling Shareholders in the Offer and Bhavish Aggarwal,
our Founder, Chairman and Managing Director, is also one of the Selling Shareholders in the Offer. Our Directors may also be
deemed to be interested to the extent of stock options granted or Equity Shares to be allotted pursuant to the exercise of options
granted to them under ESOP Scheme. For details, see “Capital Structure – Employee Stock Options Scheme of our Company”
on page 91.
Our Directors may also be deemed to be interested to the extent of any directorships or shares held by them in our Subsidiaries.
None of our Directors have any interest in any property acquired or proposed to be acquired by our Company. Except for our
Chairman and Managing Director, Bhavish Aggarwal, who is also our Promoter, none of our Directors have any interest in the
promotion or formation of our Company.
Except as stated in “Restated Consolidated Financial Information – Notes forming part of the Restated Consolidated Financial
Information – Note 35: Related Parties” beginning on page 293, no amount or benefit has been paid or given within the two
years preceding the date of filing of this Draft Red Herring Prospectus or is intended to be paid or given to any of our Directors.
None of our Directors have any other interest in our Company or in any transaction by our Company including, for acquisition
of land, construction of buildings or supply of machinery.
None of our Directors have availed loans from our Company.
No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or
companies in which they are interested, by any person, either to induce such Director to become or to help such Director to
qualify as a Director, or otherwise for services rendered by him/her or by the firm or company in which he/she is interested, in
connection with the promotion or formation of our Company.
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Changes in the Board in the last three years
Details of the changes in our Board in the last three years preceding the date of this Draft Red Herring Prospectus are set forth
below:
Name Date of Appointment/ Reason
Change/ Cessation
Amit Anchal December 7, 2023 Resigned as Non-Executive Director
Bhavish Aggarwal December 6, 2023 Redesignated as Chairman and Managing Director
Manoj Kumar Kohli December 6, 2023 Appointed as Independent Director
Ananth Sankaranarayan December 6, 2023 Appointed as Independent Director
Shradha Sharma December 6, 2023 Appointed as Independent Director
Sumer Juneja December 4, 2023 Resigned as Non-Executive Director
Subbu Venkata Rama December 3, 2023 Resigned as Non-Executive Director
Behara
Jaime Ardila Gomez December 1, 2023 Resigned as Non-Executive Director
Prabhakar Bapusaheb Patil November 30, 2023 Resigned as Non-Executive Director
Amit Anchal July 28, 2022 Appointed as Non-Executive Director
Prabhakar Bapusaheb Patil March 16, 2022 Appointed as Non-Executive Director
Sumer Juneja November 1, 2021 Appointed as Non-Executive Nominee Director
Saurabh Jalan October 25, 2021 Resigned as Non-Executive Director
Note: This does not include regularization.
Borrowing Powers of our Board of Directors
Pursuant to a resolution passed by our Board in its meeting dated September 29, 2023 and our Shareholders at their meeting
dated October 5, 2023, our Board is authorized to borrow a sum or sums of money from banks/ financial institutions/ bodies
corporate or any other persons, from time to time for the business purposes of our Company, which together with the monies
already borrowed by our Company, apart from temporary loans obtained or to be obtained by our Company in the ordinary
course of business, in excess of our Company’s aggregate paid-up capital, free reserves and securities premium, provided that
the total amount which may be so borrowed and outstanding shall not exceed a sum of ₹100,000 million.
Corporate Governance
The provisions of the SEBI Listing Regulations with respect to corporate governance will be applicable to us immediately upon
the listing of the Equity Shares with the Stock Exchanges. We are in compliance with the requirements of the applicable
provisions of the SEBI Listing Regulations, and the Companies Act, in respect of corporate governance including constitution
of our Board and committees thereof.
As on the date of this Draft Red Herring Prospectus, our Board comprises six Directors including one Executive Director, two
Non-Executive Directors and three Independent Directors (including one woman Director).
In compliance with Section 152 of the Companies Act, not less than two-thirds of the Directors (excluding Independent
Directors) are liable to retire by rotation. Further, Manoj Kumar Kohli, an Independent Director on our Board has been
appointed as a director on the Board of our Material Subsidiary, OET.
Committees of the Board
Details of the committees are set forth below. In addition to the committees of our Board described below, our Board of
Directors may, from time to time, constitute committees for various functions.
Audit Committee
The members of the Audit Committee are:
Sr. No. Name of Director Committee Designation
1. Manoj Kumar Kohli Chairman
2. Krishnamurthy Venugopala Tenneti Member
3. Shradha Sharma Member
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The Audit Committee was last constituted with effect from December 19, 2023, by way of resolution passed by our Board on
December 19, 2023. The scope and functions of the Audit Committee is in accordance with the Section 177 of the Companies
Act and SEBI Listing Regulations. The terms of reference of the Audit Committee include the following:
(a) oversight of Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
(b) recommendation for appointment, remuneration and terms of appointment of auditors;
(c) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(d) reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the
board for approval, with particular reference to:
i. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of
clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
ii. changes, if any, in accounting policies and practices and reasons for the same;
iii. major accounting entries involving estimates based on the exercise of judgment by management;
iv. significant adjustments made in the financial statements arising out of audit findings;
v. compliance with listing and other legal requirements relating to financial statements;
vi. disclosure of any related party transactions; and
vii. modified opinion(s) in the draft audit report.
(e) reviewing, with the management, the quarterly financial statements before submission to the board for approval;
(f) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document
/ prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public
issue or rights issue or preferential issue or qualified institutional placement, and making appropriate recommendations
to the board to take up steps in this matter;
(g) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
(h) approval or any subsequent modification of transactions of our Company with related parties;
(i) scrutiny of inter-corporate loans and investments;
(j) valuation of undertakings or assets of our Company, wherever it is necessary;
(k) evaluation of internal financial controls and risk management systems;
(l) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
(m) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
(n) discussion with internal auditors of any significant findings and follow up there on;
(o) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
(p) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
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(q) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non-payment of declared dividends) and creditors;
(r) to review the functioning of the whistle blower mechanism;
(s) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of
the candidate;
(t) carrying out any other function which may fall within the ambit of the terms of reference of the Audit Committee;
(u) reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding
₹1,000 million or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /
investments; and
(v) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on our Company and its shareholders.
The Audit Committee shall mandatorily review the following information:
(a) management discussion and analysis of financial condition and results of operations;
(b) management letters / letters of internal control weaknesses issued by the statutory auditors;
(c) internal audit reports relating to internal control weaknesses;
(d) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit
committee;
(e) statement of deviations:
i. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s)
in terms of Regulation 32(1) of SEBI Listing Regulations.
ii. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms
of Regulation 32(7) of SEBI Listing Regulations.
Nomination and Remuneration Committee
The members of the Nomination and Remuneration Committee are:
Sr. No. Name of Director Committee Designation
1. Manoj Kumar Kohli Chairman
2. Krishnamurthy Venugopala Tenneti Member
3. Shradha Sharma Member
The Nomination and Remuneration Committee was constituted with effect from December 6, 2023, by way of resolution passed
by our Board on December 6, 2023. The scope and functions of the Nomination and Remuneration Committee is in accordance
with the Section 178 of the Companies Act and SEBI Listing Regulations. The terms of reference of the Nomination and
Remuneration Committee include the following:
(a) to formulate the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other
employees;
(b) to formulate criteria for and mechanism of evaluation of performance of independent directors and the Board;
(c) for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of
the role and capabilities required of an independent director. The person recommended to the Board for appointment
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as an independent director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Nomination and Remuneration Committee may:
i. use the services of an external agencies, if required;
ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and
iii. consider the time commitments of the candidates.
(d) to devise a policy on diversity of Board;
(e) to identify persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal;
(f) to specify the manner for effective evaluation of performance of Board, its committees and individual Directors to be
carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency
and review its implementation and compliance;
(g) to extend or continue the term of appointment of the independent director, on the basis of the report of performance
evaluation of independent directors;
(h) recommend to the Board, all remuneration, in whatever form, payable to senior management;
(i) to review the compensation structure including the annual base salary, annual incentive bonus, equity compensation
and any other benefits including the compensation policies put forth by the Human Resource department in its
guidelines; and
(j) to carry out any other function as is mandated by the Board from time to time.
Stakeholders Relationship Committee
The members of the Stakeholders Relationship Committee are:
Sr. No. Name of Director Committee Designation
1. Krishnamurthy Venugopala Tenneti Chairman
2. Ananth Sankaranarayan Member
3. Arun Sarin Member
The Stakeholders Relationship Committee was last constituted with effect from December 19, 2023, by way of resolution
passed by our Board on December 19, 2023. The scope and functions of the Stakeholders Relationship Committee is in
accordance with the Section 178 of the Companies Act and SEBI Listing Regulations. The terms of reference of the
Stakeholders Relationship Committee include the following:
(a) shall resolve the grievances of the security holders of our Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings;
(b) review of measures taken for effective exercise of voting rights by shareholders;
(c) review of adherence to the service standards adopted by our Company in respect of various services being rendered by
the registrar and share transfer agent; and
(d) review of the various measures and initiatives taken by our Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of our Company.
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Risk Management Committee
The members of the Risk Management Committee are:
Sr. No. Name of Director Committee Designation
1. Arun Sarin Chairman
2. Krishnamurthy Venugopala Tenneti Member
3. Manoj Kumar Kohli Member
The Risk Management Committee was constituted with effect from December 6, 2023, by way of resolution passed by our
Board on December 6, 2023. The scope and functions of the Risk Management Committee is in accordance with the SEBI
Listing Regulations. The terms of reference of the Risk Management Committee include the following:
(a) to formulate a detailed risk management policy which shall include:
i. a framework for identification of internal and external risks specifically faced by our Company, in particular
including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber
security risks or any other risk as may be determined by the Risk Management Committee;
ii. measures for risk mitigation including systems and processes for internal control of identified risks; and
iii. business continuity plan.
(b) ensure that appropriate methodology, processes and systems are in place relating to identification and evaluation of all
types of risks, namely, strategic, operational, legal and regulatory, information systems and external risks that our
Company/ its subsidiaries is exposed to;
(c) to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;
(d) to periodically review the risk management policy, at least once in two years, including by considering the changing
industry dynamics and evolving complexity;
(e) to keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken;
(f) the appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by
the Risk Management Committee; and
(g) discuss with senior management, the adequacy of our Company’s enterprise risk management function and provide
oversight as may be needed.
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Management Organisation Chart
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Key Managerial Personnel of our Company
In addition to Bhavish Aggarwal, the Chairman and Managing Director of our Company whose details are provided in “- Brief
biographies of our Directors” on page 212, the details of our other Key Managerial Personnel in terms of the SEBI ICDR
Regulations, as of the date of this Draft Red Herring Prospectus are set forth below:
Harish Abichandani is the chief financial officer of our Company. He joined our Company on December 6, 2023. He is responsible
for developing and executing our Company’s financial strategy in alignment with overall business objectives. He is a member of
the Institute of Chartered Accountants of India and has passed the examination for the Institute of Cost and Work Accountants of
India. Prior to joining our Company, he was associated with ANI Technologies Private Limited as chief financial officer, Omar
Zawawi Establishment LLC as general manager – finance, Tata Communications Limited as vice president and TATA TD
Waterhouse Securities Private Limited as chief financial officer. Since he joined our Company in Financial Year 2024, he has not
been paid any remuneration in Financial Year 2023.
Pramendra Tomar is the Company Secretary and Compliance Officer of our Company. He joined our Company on June 29, 2023.
He is responsible for legal and regulatory requirements relating to various corporate actions including fund raising and mergers and
acquisitions in our Company. He holds bachelor’s degrees in commerce and in law from the University of Delhi. He is also a fellow
of The Institute of Company Secretaries of India. Prior to joining our Company, he was associated with ANI Technologies Private
Limited as company secretary, K.J. Foundation as group general counsel and Apollo International Limited as group general counsel
(senior vice-president). He has been named in ‘40 under 40 Rising Stars’ by Legal Era in 2017. Since he joined our Company in
Financial Year 2024, he has not been paid any remuneration in Financial Year 2023.
Senior Management Personnel of our Company
In addition to Harish Abichandani, the Chief Financial Officer of our Company and Pramendra Tomar, the Company Secretary and
Compliance Officer of our Company, whose details are provided in “- Key Managerial Personnel of our Company” on page 221,
the details of our other Senior Management Personnel in terms of the SEBI ICDR Regulations, as of the date of this Draft Red
Herring Prospectus are set forth below:
Anshul Khandelwal is the Chief Marketing Officer of our Material Subsidiary, OET. He joined OET on October 1, 2022. He is
responsible for developing and executing our marketing strategies to drive brand awareness, revenue growth, customer acquisition,
and retention. He holds a post graduate diploma in management from the Indian Institute of Management Kozhikode Society. Prior
to joining OET, he was associated with Iluminar Media Private Limited as head – marketing and growth, UpGrad Education Private
Limited as head-marketing, Bluestone Jewellery and Lifestyle Private Limited as vice-president in marketing department and New
Age E Commerce Services Private Limited as assistant vice-president, marketing. He was paid a remuneration of ₹0.20 million by
OET in Financial Year 2023.
Hyun Shik Park is the Chief Operations Officer of our Subsidiary, OCT. He joined OCT on August 16, 2023. He is in-charge of
the Ola Gigafactory operations to ensure mass-production of cells. He has a term of office up to August 16, 2027. He holds a
bachelor’s degree of science in chemistry from Pusan National University. Prior to joining OCT, he was associated with LG Energy
Solution and LG Chem, Limited as an advisor. Since he joined OCT in Financial Year 2024, he has not been paid any remuneration
in Financial Year 2023.
N. Balachandar is the Chief People Officer of our Company. He joined our Company on October 1, 2021. He is responsible for
leading all aspects of the human resources function within our Company and collaborates with senior leadership to develop and
implement human resources strategies that align with the overall business objectives and promote a positive workplace culture. He
holds a bachelor’s degree in economics from the University of Madras, a master’s degree in arts (social work) from Loyola College,
the University of Madras and a master’s degree in science by research from the Indian Institute of Technology, Madras. Prior to
joining our Company, he was associated with Coffee Day Enterprises Limited as group head – human resources, Strides Arcolab
Limited as chief human resources officer and Wipro GE Medical Systems Private Limited as director – Asia growth markets. He
was paid a remuneration of ₹38.46 million by our Company in Financial Year 2023.
Ramkripa Ananthan is the Head – Vehicle Design of our Material Subsidiary, OET. She joined OET on July 20, 2022. She is
responsible for our automotive design team. She holds a bachelor’s degree in engineering (mechanical) from Birla Institute of
Technology & Science, Pilani, Rajasthan, India and a master’s degree in industrial design from Indian Institute of Technology,
Bombay. Prior to joining OET, she was associated with Mahindra & Mahindra Limited as strategic, chief of design – automotive
and farm sectors and Thermax Limited as senior engineer, manufacturing engineering department. She was paid a remuneration of
₹11.28 million by OET in Financial Year 2023.
Shaun William Calvert is the Chief Operations Officer of our Material Subsidiary, OET. He joined OET on March 1, 2023. He is
responsible for our business operational activities. He has a term of office up to February 28, 2027. He holds a master’s degree in
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management from the University of South Australia. Prior to joining OET, he was associated with Vinfast Trading and Production
LLC as vice-president – manufacturing and GM Holden Limited as director, Holden Vehicle Operations. He was paid a
remuneration of ₹3.28 million by OET in Financial Year 2023.
Samraj Jabez Dhinagar is the Head – Vehicle Engineering of our Material Subsidiary, OET. He joined OET on February 22, 2022.
He is responsible for overseeing the complete vehicle development lifecycle. He holds a master’s degree in automobile engineering
from Anna University and a doctorate degree in philosophy from the Indian Institute of Technology, Madras. Prior to joining OET,
he was associated with TVS Motor Company Limited as senior vice-president (advance engineering group). He was paid a
remuneration of ₹19.85 million by OET in Financial Year 2023.
Suvonil Chatterjee is the Chief Technology and Product Officer of our Company. He joined our Company on April 1, 2021. He is
responsible for driving product and software development in our Company. He holds a bachelor’s degree in engineering (electronics
and instrumentation) from Birla Institute of Technology & Science Pilani. Prior to joining our Company, he was associated with
Flipkart Internet Private Limited as head – consumer apps and Locon Solutions Private Limited as front end UX/ UI developer. He
was paid a remuneration of ₹0.30 million by our Company in Financial Year 2023.
Vishal Chaturvedi is the Senior Director - New business Initiative of our Subsidiary, OCT. He joined OCT on April 1, 2023. He
is responsible for overseeing our cell business wherein he leads the end-to-end cell manufacturing efforts. He has passed the
bachelor’s degree in of engineering (electronics and telecommunications) examination from the University of Mumbai. Prior to
joining OCT, he was associated with ANI Technologies Private Limited as manager (operations), Le Travenues Technology Limited
as regional head – west zone and Locon Solutions Private Limited as business operational manager. Since he joined OCT in Financial
Year 2024, he has not been paid any remuneration from OCT in Financial Year 2023.
Status of Key Managerial Personnel and Senior Management Personnel
Except for Anshul Khandelwal, Ramkripa Ananthan, Shaun William Calvert and Samraj Jabez Dhinagar, who are permanent
employees of our Material Subsidiary, and Hyun Shik Park and Vishal Chaturvedi, who are permanent employees of our Subsidiary,
OCT, all our Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company.
Shareholding of Key Managerial Personnel and Senior Management Personnel in our Company
Except as disclosed in “– Shareholding of our Directors in our Company” on page 214, none of our Key Managerial Personnel and
Senior Management Personnel hold any Equity Shares in our Company.
Bonus or Profit-Sharing Plans of the Key Managerial Personnel and Senior Management Personnel
None of our Key Managerial Personnel or Senior Management Personnel is entitled to any bonus (excluding performance linked
incentive which is part of their remuneration) or profit-sharing plans of our Company.
Interests of Key Managerial Personnel and Senior Management Personnel
Our Key Managerial Personnel and Senior Management Personnel do not have any interests in our Company, other than to the
extent of (i) the remuneration or benefits to which they are entitled in accordance with the terms of their appointment or
reimbursement of expenses incurred by them during the ordinary course of business by our Company; (ii) the Equity Shares and
employee stock options held by them, if any, and any dividend payable to them and other benefits arising out of such shareholding
and (iii) as provided in “– Interest of Directors” on page 214. For details, see “- Shareholding of the Key Managerial Personnel and
Senior Management Personnel” on page 222.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management Personnel
There is no contingent or deferred compensation accrued for Financial Year 2023 and payable to the Key Managerial Personnel and
Senior Management Personnel.
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Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which our Key
Managerial Personnel and Senior Management Personnel have been appointed as a Key Managerial Personnel and Senior
Management Personnel
None of our Key Managerial Personnel and Senior Management Personnel have been appointed pursuant to any arrangement or
understanding with major shareholders, customers, suppliers or others.
Service Contracts with Key Managerial Personnel and Senior Management Personnel
Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no Key Managerial
Personnel and Senior Management Personnel has entered into a service contract with our Company pursuant to which they are
entitled to any benefits upon termination of employment.
Changes in Key Managerial Personnel and Senior Management Personnel
Other than as disclosed in “-Changes in the Board in the last three years” on page 215, the changes in the Key Managerial Personnel
and Senior Management Personnel in the preceding three years are as follows:
Name Designation Date of Change Reason for Change
Harish Abichandani Chief Financial Officer December 6, 2023 Appointed as Chief Financial Officer
Hyun Shik Park Chief Operations Officer (OCT) August 16, 2023 Appointed as Chief Operations Offer (OCT)
Pramendra Tomar Company Secretary June 29, 2023 Appointed as Company Secretary
Vishal Chaturvedi Senior Director - New business April 1, 2023 Appointed as Senior Director - New business
Initiative Initiative
Shaun William Calvert Chief Operations Officer (OET) March 1, 2023 Appointed as Chief Operations Offer (OET)
Kishan Bharadwaj Company Secretary December 30, 2022 Resigned as Company Secretary
Anshul Khandelwal Chief Marketing Officer October 1, 2022 Appointed as Chief Marketing Officer
Umesh Krishnappa Head – Vehicle Engineering August 3, 2022 Resigned as Head – Vehicle Engineering (this
designation was previously known as senior
vice-president – manufacturing engineering 2
wheeler)
Varun Dubey Chief Marketing Officer August 1, 2022 Resigned as Chief Marketing Officer
Ramkripa Ananthan Head – Vehicle Design July 20, 2022 Appointed as Head – Vehicle Design (this
designation was previously known as vice-
president – vehicle design)
Samraj Jabez Dhinagar Head – Vehicle Engineering February 22, 2022 Appointed as Head – Vehicle Engineering
(this designation was previously known as
senior vice-president – vehicle engineering 2
wheeler)
Varun Dubey Chief Marketing Officer August 1, 2021 Appointed as Chief Marketing Officer
N. Balachandar Chief People Officer October 1, 2021 Appointed as Chief People Officer (this
designation was previously known as chief
human resources officer)
Suvonil Chatterjee Chief Technology and Product April 1, 2021 Appointed as Chief Technology and Product
Officer Officer (this designation was previously
known as chief product officer)
Kishan Bharadwaj Company Secretary January 29, 2021 Appointed as Company Secretary
Payment or benefit to Key Managerial Personnel and Senior Management Personnel
No non-salary amount or benefit has been paid or given to any officer of our Company including Key Managerial Personnel or
Senior Management Personnel, within the two years preceding the date of this Draft Red Herring Prospectus or is intended to be
paid or given, other than in the ordinary course of their employment or any employee stock options, for services rendered as officers
of our Company, dividend that may be payable in their capacity as Shareholders. For details of the related party transactions, see
“Restated Consolidated Financial Information – Notes forming part of the Restated Consolidated Financial Information – Note 35:
Related Parties” on page 293.
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Employee Stock Options
For details of the ESOP Scheme, see “Capital Structure – Employee Stock Options Scheme of our Company” on page 91.
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OUR PROMOTER AND PROMOTER GROUP
The Promoter of our Company is Bhavish Aggarwal.
As on the date of this Draft Red Herring Prospectus, our Promoter, in aggregate, holds 1,361,875,240 Equity Shares in our Company,
representing 36.94% of the issued, subscribed and paid-up Equity Share capital of our Company. For further details on shareholding
of our Promoter in our Company, see “Capital Structure - Shareholding of our Promoter and Promoter Group”, on page 89.
Details of our Promoter
Bhavish Aggarwal, aged 38 years, is the Chairman and Managing Director and the Promoter of
our Company. For a complete profile of Bhavish Aggarwal, i.e., his date of birth, residential
address, educational qualifications, professional experience in the business, positions/posts held
in the past and other directorships, special achievements, business and other activities, see “Our
Management – Brief Biographies of Directors” beginning on page 212.
His PAN is AGPPA8363D.
Our Company confirms that the PAN, bank account numbers, Aadhaar card number, driving license number and passport number
of our Promoter will be submitted to the Stock Exchanges, at the time of filing of this Draft Red Herring Prospectus.
Interests of Promoter and Common Pursuits
Our Promoter is interested in our Company to the extent that (i) he has promoted our Company; (ii) to the extent of his shareholding
and shareholding of the members of the Promoter Group, in our Company; and (iii) the dividend payable, if any, and any other
distributions in respect of the Equity Shares held by him in our Company, from time to time. For details of the shareholding of our
Promoter in our Company, see “Capital Structure”, beginning on page 79.
Our Promoter, who is also the Chairman and Managing Director, may be deemed to be interested to the extent of his
remuneration/sitting fees, service consideration and reimbursement of expenses, paid/payable to him, if any in his capacity as a
Director. For further details, see “Our Management – Terms of appointment of our Managing Director” and “Our Management –
Interest of Directors” on pages 213 and 214, respectively.
Our Promoter has no interest in any property acquired by our Company during the three years immediately preceding the date of
this Draft Red Herring Prospectus or proposed to be acquired by our Company, or in any transaction by our Company for acquisition
of land, construction of building or supply of machinery.
No sum has been paid or agreed to be paid to our Promoter or to the firms or companies in which our Promoter is interested as a
member in cash or shares or otherwise by any person, either to induce them to become or to qualify them, as directors or promoters
or otherwise for services rendered by our Promoter or by such firms or companies in connection with the promotion or formation
of our Company.
Except in the ordinary course of business and as disclosed in “Other Financial Information - Related Party Transactions” and
“Restated Consolidated Financial Information – Notes forming part of the Restated Consolidated Financial Information – Note 35:
Related Parties” on pages 307 and 293, respectively, no amount or benefit has been paid or given to our Promoter or any of the
members of the Promoter Group during the two years preceding the filing of this Draft Red Herring Prospectus nor is there any
intention to pay or give any amount or benefit to our Promoter or any of the members of the Promoter Group other than in the
ordinary course of business.
Other than as disclosed in this section under “– Promoter Group” on page 226 and in “Our Management – Our Board” on page
210, our Promoter is not involved in any other ventures.
225
Material guarantees given by our Promoter to third parties with respect to Equity Shares
Except as disclosed below our Promoter has not given any guarantee to any third party with respect to the Equity Shares as on the
date of this Draft Red Herring Prospectus.
Pursuant to the undertaking executed by our Promoter in favour of Bank of Baroda, the lender of our Material Subsidiary
(“Lender”), and Axis Trustee Services Limited, security trustee to the lender, regarding the term loan facilities availed by our
Material Subsidiary aggregating up to ₹7,500.00 million, our Promoter has in his capacity as Director and shareholder undertaken
that he shall continue to be a director on our Company and will continue to hold minimum 26% shareholding with voting rights in
our Company, until the final settlement date of the facility availed by Material Subsidiary. Further, basis the undertaking the same
is transferrable to any new lender that may be assigned by the Lender.
Companies and firms with which our Promoter has disassociated in the last three years
Except as disclosed below, our Promoter has not been disassociated with any company or firm in the last three years as on the date
of this Draft Red Herring Prospectus.
Sr. No. Name of the company or firm from which the Reasons for and circumstances Date of disassociation
Promoter has disassociated leading to disassociation
1. Goddard Technical Solutions Private Limited Divestment of entire stake to ANI November 8, 2022
Technologies Private Limited
2. Sunshine Teahouse Private Limited Divestment of entire stake to Alpha June 30, 2022
Wave Ventures II, LP
3. Ola Financial Services Private Limited Divestment of entire stake to ANI November 30, 2021
Technologies Private Limited
Confirmations
Our Promoter and members of our Promoter Group have not been declared Wilful Defaulters or Fraudulent Borrowers by any bank
or financial institution or consortium thereof, in accordance with the guidelines on Wilful Defaulters or Fraudulent Borrowers issued
by Reserve Bank of India.
Our Promoter and members of our Promoter Group have not been prohibited or debarred from accessing the capital markets or
debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any other securities market
regulator or any other authority, court or tribunal inside and outside India.
Our Promoter is not and has not been a promoter or director of any other company which is debarred from accessing or operating
in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.
Change in the control of our Company
There has not been any change in the control of our Company during the last five years preceding the date of this Draft Red Herring
Prospectus.
Promoter Group
The following individuals and entities constitute our Promoter Group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations.
Natural persons who are part of our Promoter Group
The following table sets forth details of the natural persons who are part of our Promoter Group (due to their relationship with our
Promoter):
Sr. No. Member of the Promoter Group Relationship
1. Rajalakshmi Aggarwal Spouse
2. Dr. Naresh Kumar Aggarwal Father
3. Usha Aggarwal Mother
4. Ankush Aggarwal Brother
5. Vijayam Raghunathan Spouse’s mother
226
Entities forming part of our Promoter Group
1. ANI Technologies Bangladesh Limited; (under the process of winding up)
2. ANI Technologies Private Limited;
3. BA Family Office LLP;
4. Geospoc Geospatial Services Private Limited;
5. Goddard Technical Solutions Private Limited;
6. Indus Trust;
7. Krutrim AI Designs LLP;
8. Krutrim SI Designs Private Limited;
9. Naresh Aggarwal HUF;
10. Ola Financial Services Private Limited;
11. Ola Fleet Technologies Private Limited;
12. Ola Foundation;
13. Ola Singapore Pte. Ltd.;
14. Ola Stores Technologies Private Limited; and
15. Pisces eServices Private Limited.
227
OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations and the applicable accounting standards, ‘group companies’ of our Company shall include
(i) the companies (other than our Subsidiaries) with which there were related party transactions, in accordance with Ind AS 24, as
disclosed in the Restated Consolidated Financial Information; and (ii) such other companies as considered material by the Board.
With respect to (ii) above, our Board in its meeting held on December 14, 2023 has considered that such companies (other than our
Subsidiaries, as applicable) that are a part of the Promoter Group with which there were transactions in the most recent financial
year and stub period, if any, to be included in the Offer documents (“Test Period”), and which individually or in the aggregate,
exceed 10% of the total restated revenue from operations of our Company for the Test Period, shall also be classified as Group
Companies.
Accordingly, based on the parameters outlined above, as on the date of this Draft Red Herring Prospectus, our Company has the
following Group Companies:
Indian Group Companies
1. ANI Technologies Private Limited;
2. Ola Financial Services Private Limited;
3. Ola Fleet Technologies Private Limited;
4. Ola Stores Technologies Private Limited; and
5. Pisces eServices Private Limited.
Foreign Group Companies
1. Ola USA Inc.
Details of our top five Group Companies
Our top five Group Companies in accordance with the SEBI ICDR Regulations comprise ANI Technologies Private Limited, Ola
Financial Services Private Limited, Ola Fleet Technologies Private Limited, Ola Stores Technologies Private Limited, and Pisces
eServices Private Limited. In accordance with the SEBI ICDR Regulations, certain financial information in relation to our top five
Group Companies for the previous three financial years, extracted from their respective audited financial statements (as applicable
for unlisted group companies) are hosted on the websites of our Company except for ANI Technologies Private Limited whose
audited financial statements are hosted on its own website, as indicated below.
Our Company is providing links to such websites solely to comply with the requirement specified under the SEBI ICDR Regulations.
Such financial information of the Group Companies and other information provided on such websites does not constitute a part of
this Draft Red Herring Prospectus. Such information should not be considered as part of information that any investor should
consider before making any investment decision. In accordance with the SEBI ICDR Regulations, details of our top five Group
Companies have been set out below
1. ANI Technologies Private Limited (“ANI”)
Registered Office
The registered office of ANI is situated at Regent Insignia, #414, 3rd Floor, 4th Block, 17th Main, 100 Feet Road,
Koramangala, Bengaluru, Karnataka – 560 034, India.
Financial information
Certain financial information derived from the audited financial statements of ANI for Fiscals 2023, 2022 and 2021, as
required by the SEBI ICDR Regulations, is available on the website of ANI at www.olacabs.com/investor-relations.
2. Ola Fleet Technologies Private Limited (“OFTPL”)
Registered Office
The registered office of OFTPL is situated at 2nd Floor, Block C, Prestige Startech, Koramangala, Hosur Road, Bengaluru,
228
Karnataka – 560 095, India.
Financial information
Certain financial information derived from the audited financial statements of OFTPL for Fiscals 2023, 2022 and 2021, as
required by the SEBI ICDR Regulations, is available on the website of our Company at www.olaelectric.com/investor-
relations/financials.
3. Pisces eServices Private Limited (“PePL”)
Registered Office
The registered office of PePL is situated at Regent Insignia, #414, 3rd Floor, 4th Block, 17th Main, 100 Feet Road,
Koramangala, Bengaluru, Karnataka – 560 034, India.
Financial information
Certain financial information derived from the audited financial statements of PePL for Fiscals 2023, 2022 and 2021, as
required by the SEBI ICDR Regulations, is available on the website of our Company at www.olaelectric.com/investor-
relations/financials.
4. Ola Financial Services Private Limited (“OFSPL”)
Registered Office
The registered office of OFSPL is situated at Regent Insignia, #414, 3rd Floor, 4th Block, 17th Main, 100 Feet Road,
Koramangala, Bengaluru, Karnataka – 560 034, India.
Financial information
Certain financial information derived from the audited financial statements of OFSPL for Fiscals 2023, 2022 and 2021, as
required by the SEBI ICDR Regulations, is available on the website of our Company at www.olaelectric.com/investor-
relations/financials.
5. Ola Stores Technologies Private Limited (“OSTPL”)
Registered Office
The registered office of OSTPL is situated at Regent Insignia, #414, 3rd Floor, 4th Block, 17th Main, 100 Feet Road,
Koramangala, Bengaluru, Karnataka – 560 034, India.
Financial information
Certain financial information derived from the audited financial statements of OSTPL for Fiscals 2023, 2022 and 2021, as
required by the SEBI ICDR Regulations, is available on the website of our Company at www.olaelectric.com/investor-
relations/financials.
Details of other Group Companies
1. Ola USA Inc (“OUI”)
The registered office of OUI is situated at 3500 S. DuPont Highway Street, Dover, Kent – 19901, State of Delaware, United
States of America.
Nature and extent of interest of our Group Companies
In the promotion of our Company
None of our Group Companies have an interest in the promotion of our Company, except ANI Technologies Private Limited which
was the initial promoter of our Company.
229
In the properties acquired by our Company in the past three years before filing this Draft Red Herring Prospectus or proposed
to be acquired by our Company
None of our Group Companies are interested in the properties acquired by our Company in the three years preceding the filing of
this Draft Red Herring Prospectus or proposed to be acquired by our Company, except as stated below.
Our Corporate Office and Registered Office have been sub-leased to us by ANI, a member of our Promoter Group, and one of our
Group Companies.
In transactions for acquisition of land, construction of building and supply of machinery, etc.
Except as stated below, none of our Group Companies are interested in any transactions by our Company for acquisition of land,
construction of building or supply of machinery, etc., except as stated below.
1. We have entered into business transfer agreement with OFTPL, basis which we acquired experience centres, service centres
and on-roll employees.
2. We have entered into memorandum of understanding with ANI for sale and advertisement of our EVs on their website and
app;
3. We have entered into inter-company services cross-charge agreement with ANI for availing certain services from ANI such as
manpower, consultancy, marketing, etc.;
4. We have entered into motor insurance services agreement with OFSPL, for distribution and servicing of insurance policies for
our EVs; and
5. We have entered into memorandum of understanding with OFTPL for providing packing, warehousing and logistics services
in relation to the chargers and accessories sold by our Company, and other services.
Common pursuits among our Group Companies and our Company
There are no common pursuits amongst our Group Companies and our Company.
Related business transactions with our Group Companies and significance on the financial performance of our Company
Except as disclosed in this section under “– Nature and extent of interest of our Group Companies – In transactions for acquisition
of land, construction of building and supply of machinery” on page 230 and in “Restated Consolidated Financial Information –
Notes forming part of the Restated Consolidated Financial Information – Note 35: Related Parties” on page 293, there are no other
related business transactions with our Group Companies.
Litigation
As on the date of this Draft Red Herring Prospectus, there is no pending litigation involving our Group Companies which will have
a material impact on our Company.
Business interest of our Group Companies
Except in the ordinary course of business and as stated in “Restated Consolidated Financial Information – Notes forming part of
the Restated Consolidated Financial Information – Note 35: Related Parties” on page 293, none of our Group Companies have any
business interest in our Company.
Other confirmations
None of our Group Companies have any securities listed on any stock exchange. Further, neither of our Group Companies has made
any public or rights issue (as defined under the SEBI ICDR Regulations) of securities in the three years preceding the date of this
Draft Red Herring Prospectus.
230
DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board to the Shareholders for
their approval in the Annual General Meeting, at their discretion, subject to compliance with the provisions of the Companies Act,
including the rules made thereunder and other relevant regulations, if any, each as amended. Further the Board shall also have the
absolute power to declare interim dividend in compliance with the Act. The dividend distribution policy of our Company was
approved and adopted by our Board on December 14, 2023.
The declaration and payment of dividend will depend on a number of internal and external factors. Some of the internal factors on
the basis of which our Company may declare dividend shall inter alia include financial commitments with respect to outstanding
borrowings and interest thereon, financial requirement for business expansion and/or diversification, acquisition, etc., of new
businesses, present and future capital expenditure plans of our Company including organic/ inorganic growth opportunities, our
Company’s liquidity position including its present and expected obligations and cost of borrowings. The external factors on the
basis of which our Company may declare the dividend shall inter alia include the state of economy and capital markets requiring
our Company to maintain liquidity, evaluation of whether there are any exceptional circumstances in the global market, regulatory
changes including introduction of new or changes in existing tax or regulatory requirements (including dividend distribution tax)
having significant impact on our Company’s operations or finances.
There is no guarantee that any dividends will be declared or paid in the future. For details in relation to risks involved in this regard,
see “Risk Factors – Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.” on page 53.
Our Company has not declared and paid any dividend in the three Fiscals and the three-months period ended June 30, 2023 preceding
the date of this Draft Red Herring Prospectus and the period from July 1, 2023 until the date of this Draft Red Herring Prospectus.
231
SECTION V: FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
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232
Embassy Golf Links Business Park
B S R & Co. LLP Pebble Beach, B Block, 3rd Floor
No. 13/2, Off Intermediate Ring Road
Chartered Accountants Bengaluru – 560 071, India
Telephone + 91 80 4682 3000
Fax + 91 80 4682 3999
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED
CONSOLIDATED FINANCIAL STATEMENTS
The Board of Directors
Ola Electric Mobility Limited
(formerly known as Ola Electric Mobility Private Limited)
Regent Insignia, #414, 3rd, 4th Block,
17 Main, 100 Feet Road, Bangalore,
Karnataka, India, 560034
Dear Sirs,
1. We B S R & Co. LLP, Chartered Accountants (“we” or “us” or “B S R”) have examined the
attached restated consolidated financial statements of Ola Electric Mobility Limited (formerly
known as Ola Electric Mobility Private Limited) (the “Company” or the “Issuer”) and its
subsidiaries (the Company and its subsidiaries together referred to as the “Group") comprising
the Restated Consolidated Statement of Assets and Liabilities as at 30 June 2023, 31 March
2023, 31 March 2022 and 31 March 2021, the Restated Consolidated Statement of Profit and
Loss (including other comprehensive income), the Restated Consolidated Statement of
Changes in Equity, the Restated Consolidated Statement of Cash Flows for the three month
period ended 30 June 2023 and for the years ended 31 March 2023, 31 March 2022 and 31
March 2021, the Summary Statement of Significant Accounting Policies, and other explanatory
notes (collectively, the “Restated Consolidated Financial Statements”), as approved by the
board of directors of the Company (“Board of Directors”) at their meeting held on 14
December 2023 for the purpose of inclusion in the draft red herring prospectus (“DRHP”)
prepared by the Company in connection with its proposed initial public offer of equity shares
(“IPO”) prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the
“Guidance Note”).
2. The Company’s Management and Board of Directors are responsible for the preparation of
the Restated Consolidated Financial Statements for the purpose of inclusion in the DRHP to
be filed with Securities and Exchange Board of India (“SEBI”), BSE Limited and National
Stock Exchange of India Limited where the equity shares of the Company are proposed to be
listed (“Stock Exchanges”) in connection with the proposed IPO. The Restated Consolidated
Financial Statements have been prepared by the management of the Company
Registered Office:
B S R & Co. (a partnership firm with Registration No. BA61223) converted into B S R & Co. LLP 14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco
(a Limited Liability Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013 Center, Western Express Highway, Goregaon (East), Mumbai - 400063
233
B S R & Co. LLP
( “Managem ent”) on the basis of preparation stated in note 2.1 to the Restated
Consolidated Financial Statements. The responsibility of respective board of directors of
the companies included in the Group includes designing, implementing and maintaining
adequate internal control relevant to the preparation and presentation of the Restated
Consolidated Financial Statements. The respective board of directors are also responsible
for identifying and ensuring that the Group complies with the Act, ICDR Regulations and
the Guidance Note.
3. We have examined such Restated Consolidated Financial Statements taking into
consideration:
a) The terms of reference and terms of our engagement agreed upon with you in
accordance with our engagement letter dated 09 November 2023 in connection with the
proposed IPO of equity shares of the Company;
b) The Guidance Note. The Guidance Note also requires that we comply with the ethical
requirements of the Code of Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the Restated Consolidated Financial Statements; and
d) The requirements of Section 26 of the Act, and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to
your compliance with the Act, the ICDR Regulations, and the Guidance Note in connection
with the IPO.
4. These Restated Consolidated Financial Statements have been compiled by the Management
from:
a) Audited special purpose consolidated interim financial statements of the Group as at
and for the three month period ended 30 June 2023 prepared in accordance with Indian
Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under
section 133 of the Act and other accounting principles generally accepted in India (the
“Special Purpose Consolidated Interim Financial Statements”) which have been
approved by the Board of Directors at their meeting held on 10 November 2023.
b) Audited consolidated financial statements of the Group as at and for the year ended
3 1 March 2023, 31 March 2022 and 31 March 2021 prepared in accordance with the
Indian Accounting Standards (referred to as “Ind AS”) as prescribed under Section
133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as
amended, and other accounting principles generally accepted in India, which have been
approved by the Board of Directors at their meetings held on 20 October 2023, 12
October 2022 and 14 October 2021.
5. For the purpose of our examination, we have relied on:
a) Auditor’s report issued by us dated 10 November 2023 on the Special Purpose
Consolidated Interim Financial Statements of the Group as at and for the three
months period ended 30 June 2023 as referred in Paragraph 4 (a) above. The
auditor’s report on the Special Purpose Consolidated Interim Financial
Statements of the Group as at and for the three months period ended 30 June 2023
included the following Emphasis of Matter and other matter paragraph:
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B S R & Co. LLP
Emphasis of Matter
- We draw attention to Note 2.1 to the special purpose consolidated interim
financial statements, which describes the basis of accounting. The special
purpose consolidated interim financial statements have been prepared by the
Company for the purpose of preparation of the Restated Consolidated Financial
Statements, which will be included in the DRHP in connection with the proposed
issue of equity shares of the Company by way of a fresh issue and offer for sale
of equity shares by existing shareholders by way of initial public offer.
Accordingly, the special purpose consolidated interim financial statements may
not be suitable for any other purpose.
Our opinion on the special purpose interim financial statements is not modified
in respect of these matters.
Other matters
- We did not audit the financial statements/financial information of two
subsidiaries (including step-down subsidiaries) namely Ola Electric Mobility
B.V, Netherlands and Etergo B.V, Netherlands, whose financial
statements/financial information reflects total assets (before consolidation
adjustments) of Rs. 986.60 million as at 30 June 2023, total revenues (before
consolidation adjustments) of Rs Nil and net cash inflows (before consolidation
adjustments) amounting to Rs. 55.30 million for the period ended on that date,
as considered in the special purpose consolidated interim financial statements.
The financial statements/financial information have been audited by other
auditors whose reports has been furnished to us by the Management and our
opinion on the special purpose consolidated interim financial statements, in so
far as it relates to the amounts and disclosures included in respect of these
subsidiaries, is based solely on the reports of the other auditors.
- The financial information of five subsidiaries, namely Ola Electric UK Private
Limited, United Kingdom, Ola Electric Mobility Inc., USA, Ola Electric
Technologies B.V., Netherlands, Etergo Operations B.V, Netherlands and EIA
Trading (Shanghai) Co. Ltd. (China), whose financial information reflects total
assets (before consolidation adjustments) of Rs. 492.50 million as at 30 June
2023, total revenues (before consolidation adjustments) of Rs. Nil and net cash
outflows (before consolidation adjustments) amounting to Rs. 2.50 million for
the period ended on that date, as considered in the special purpose consolidated
interim financial statements, have not been audited either by us or by other
auditors. The unaudited financial information has been furnished to us by the
Management and our opinion on the special purpose consolidated interim
financial statements, in so far as it relates to the amounts and disclosures included
in respect of these subsidiaries is based solely on such unaudited financial
information. In our opinion and according to the information and explanations
given to us by the Management, this financial information are not material to the
Group.
Our opinion on the special purpose interim financial statements is not modified
in respect of these matters.
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B S R & Co. LLP
b) Auditor’s report issued by us dated 20 October 2023 on the consolidated financial
statements of the Group as at and for the year ended 31 March 2023 as referred in
Paragraph 4 (b) above. The auditor’s report on the consolidated financial statements
of the Group for the year ended 31 March 2023 included the following other matter
paragraphs:
- The consolidated financial statements of the Group for the year ended 31 March
2022 were audited by the previous auditor who had expressed an unmodified
opinion on 21 October 2022.
- We did not audit the financial information/financial statements of four
subsidiaries (including step-down subsidiaries), namely Ola Electric Mobility
Inc., USA, Ola Electric UK Private Limited, United Kingdom, Ola Electric
Mobility B.V, Netherlands and Etergo B.V, Netherlands, whose financial
information reflects total assets (before consolidation adjustments) of Rs.
1,125.50 million as at 31 March 2023, total revenues (before consolidation
adjustments) of Rs Nil and net cash inflows (before consolidation adjustments)
amounting to Rs. 38.20 million for the year ended on that date, as considered in
the consolidated financial statements. These financial information/financial
statements have been audited by other auditors whose reports has been furnished
to us by the Management and our opinion on the consolidated financial
statements, in so far as it relates to the amounts and disclosures included in respect
of these subsidiaries, and our report in terms of sub-section (3) of Section 143 of
the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the
reports of the other auditors.
Two of these subsidiaries namely Ola Electric Mobility Inc., USA, Ola Electric
UK Private Limited, United Kingdom, are located outside India whose financial
statements and other financial information have been prepared in accordance
with accounting principles generally accepted in their respective countries and
which have been audited by other auditors under generally accepted auditing
standards applicable in their respective countries. The Company’s management
has converted the financial information of such subsidiaries located outside India
from accounting principles generally accepted in their respective countries to
accounting principles generally accepted in India. We have audited these
conversion adjustments made by the Company’s management. Our opinion in so
far as it relates to the balances and affairs of such subsidiaries located outside
India is based on the reports of other auditors and the conversion adjustments
prepared by the management of the Company and audited by us.
- The financial information of two subsidiaries, namely Ola Electric Technologies
B.V., Netherlands and Etergo Operations B.V., Netherlands, whose financial
information reflects total assets (before consolidation adjustments) of Rs. 0.85
million as at 31 March 2023, total revenues (before consolidation adjustments)
of Rs. Nil and net cash inflows (before consolidation adjustments) amounting to
Rs. 0.81 for the year ended on that date, as considered in the consolidated
financial statements, have not been audited either by us or by other auditors. This
unaudited financial information has been furnished to us by the Management and
our opinion on the consolidated financial statements, in so far as it relates to the
amounts and disclosures included in respect of these subsidiaries, and our report
in terms of sub-section (3) of Section 143 of the Act in so far as it relates to the
aforesaid subsidiaries, is based solely on such unaudited financial information.
In our opinion and according to the information and explanations given to us by
the Management, this financial information are not material to the Group.
Our opinion on the consolidated financial statements is not modified in respect
of these matters.
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B S R & Co. LLP
c) Auditor’s report issued by the previous auditors B S R & Associates LLP (the
“Previous Auditors”) dated 21 October 2022 and 14 October 2021 on the consolidated
financial statements of the Group as at and for the years ended 31 March 2022 and 31
March 2021, respectively, as referred in Paragraph 4 (b) above. The audits for the
financial years ended 31 March 2022 and 31 March 2021 were conducted by the
Company’s Previous Auditors, and accordingly reliance has been placed on the
restated consolidated statement of assets and liabilities and the restated consolidated
statements of profit and loss (including other comprehensive income), statement of
changes in equity and statement of cash flows, the Summary Statement of Significant
Accounting Policies, and other explanatory information and (collectively, the “2021
and 2022 Restated Consolidated Financial Statements”) examined by them for
the said years. The examination report included for the said years is based solely on
the report submitted by the Previous Auditors. They have also confirmed that the 2021
and 2022 Restated Consolidated Financial Statements:
- have been prepared after incorporating adjustments for the changes in accounting
policies, material errors and regrouping/reclassifications retrospectively in the
financial year ended 31 March 2022 and 31 March 2021 to reflect the same
accounting treatment as per the accounting policies and grouping/classifications
followed as at and for the three month period ended 30 June 2023;
- does not contain any qualifications requiring adjustments. However, those
qualifications in the Companies (Auditor’s Report) Order, 2020 and 2016 issued
by the Central Government of India in terms of sub section (11) of section 143 of
the Act, which do not require any corrective adjustments in the Restated
Consolidated Financial Statements have been disclosed in Annexure VI to the
Restated Consolidated Financial Statements; and
- have been prepared in accordance with the Act, ICDR Regulations and the
Guidance Note.
6. As indicated in our audit reports referred above:
a) We did not audit the financial statements of two subsidiaries, namely Ola Electric
Mobility B.V., Netherlands and Etergo B.V, Netherlands, for the three months ended 30
June 2023 and four subsidiaries, namely Ola Electric Mobility Inc., USA, Ola Electric
UK Private Limited, United Kingdom, Ola Electric Mobility B.V., Netherlands and
Etergo B.V, Netherlands, for the year ended 31 March 2023 included in the Group as
mentioned in Annexure A(ii), respectively, whose share of total assets (before
consolidation adjustments), total revenues (before consolidation adjustments) and net
cash inflows /(outflows) (before consolidation adjustments) included in the consolidated
financial statements, for the relevant period/ year is tabulated below, which have been
audited by other auditors and whose reports have been furnished to us by the Company’s
management and our opinion on the consolidated financial statements, in so far as it
relates to the amounts and disclosures included in respect of these components, is based
solely on the reports of the other auditors.
Our opinion is not modified in respect of this matter.
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B S R & Co. LLP
(Rs in million)
Particulars As at/ for the three month As at/ for the year
period ended 30 June 2023 ended 31 March 2023
Total assets 986.60 1,125.50
Total revenue - -
Net cash inflows/ 55.30 38.20
(outflows)
b) We did not audit the financial statements of five subsidiaries, namely Ola Electric UK
Private Limited, United Kingdom, Ola Electric Mobility Inc. USA, Ola Electric
Technologies B.V., Netherlands, Etergo Operations B.V., Netherlands and EIA Trading
(Shanghai) Co. Ltd. (China) for the three months ended 30 June 2023 and two
subsidiaries Ola Electric Technologies B.V., Netherlands and Etergo Operations B.V.,
Netherlands for the year ended 31 March 2023 included in the Group as mentioned in
Annexure A(iii), whose share of total assets (before consolidation adjustments), total
revenues (before consolidation adjustments) and net cash inflows / (outflows) (before
consolidation adjustments) included in the consolidated financial statements for the
respective period/year is tabulated below. These financial statements have been not
audited by us or other auditors and is based solely on such unaudited financial information
furnished to us by management of the Company. In our opinion and according to the
information and explanations given to us by the management of the Company, the
financial information is not material to the Group.
(Rs in million)
Particulars As at/ for the three month As at/ for the year
period ended 30 June 2023 ended 31 March 2023
Total assets 492.50 0.85
Total revenue - -
Net cash inflows/ (2.50) 0.81
(outflows)
Our opinion on the consolidated financial statements is not modified in respect of this
matter.
7. The auditor of the material subsidiaries namely Ola Electric Mobility B.V., Netherlands
and Etergo B.V, Netherlands (the “Other Auditors”) as mentioned in Annexure A(v),
have examined the restated financial information and have confirmed that the restated
financial information:
a) have been prepared after incorporating adjustments for the changes in
accounting policies, material errors and regrouping/reclassifications
retrospectively in the financial year ended 31 March 2023 to reflect the same
accounting treatment as per the accounting policies and grouping/classifications
followed as at and for the three month period ended 30 June 2023;
b) does not contain any qualifications requiring adjustments;
c) have been prepared in accordance with the Act, ICDR Regulations and the
Guidance Note.
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B S R & Co. LLP
8. Based on examination report dated 14 December 2023 provided by the Company’s
Previous Auditors, the audit reports on the consolidated financial information of the
Group as at and for the year ended 31 March 2022 and 31 March 2021 included following
other matters :
For the year ended 31 March 2022:
We did not audit the financial statements of two subsidiaries namely Ola Electric Mobility
Inc., USA and Ola Electric Mobility B.V, Netherlands as mentioned in Annexure A(iv),
included in Group for the year ended 31 March 2022, whose share of total assets (before
consolidation adjustments), total revenues (before consolidation adjustments) and net
cash inflows / (outflows) (before consolidation adjustments) included in the consolidated
financial statements for the year ended 31 March 2022 is tabulated below:
(Rs in million)
Particulars As at/ for the year ended 31
March 2022
Total assets 94.00
Total revenue Nil
Net cash inflows/ (outflows) (136.30)
These financial statements were not audited by us or by other auditors and is based solely
on such unaudited financial information which have been furnished to us by Management
of the Company and our opinion on the consolidated financial statements, in so far as it
relates to the amounts and disclosures included in respect of these subsidiaries, is based
solely on such unaudited financial statements/ financial information. In our opinion and
according to the information and explanations given to us by the Management, these
financial statements/ financial information are not material to the Group.
Our opinion on the consolidated financial statements is not modified in respect of these
matters.
For the year ended 31 March 2021:
We did not audit the financial statements of three subsidiaries namely Ola Electric
Technologies Private Limited, Ola Electric Mobility Inc., USA and Ola Electric Mobility
B.V, Netherlands as mentioned in Annexure A(iv), included in Group for the year ended
31 March 2021, whose share of total assets (before consolidation adjustments), total
revenues (before consolidation adjustments) and net cash inflows / (outflows) (before
consolidation adjustments) included in the consolidated financial statements for the year
ended 31 March 2021 is tabulated below:
(Rs in million)
Particulars As at/ for the year ended 31 March
2021
Total assets 612.78
Total revenue 1.01
Net cash inflows/ (outflows) 181.63
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B S R & Co. LLP
These financial statements were not audited by us or by other auditors and is based solely
on such unaudited financial information which have been furnished to us by Management
of the Company and our opinion on the consolidated financial statements, in so far as it
relates to the amounts and disclosures included in respect of these subsidiaries, is based
solely on such unaudited financial statements/ financial information. In our opinion and
according to the information and explanations given to us by the Management, these
financial statements/ financial information are not material to the Group.
Our opinion on the consolidated financial statements is not modified in respect of these
matters.
9. Based on our examination and according to the information and explanations given to
us and also as per the reliance placed on the examination report submitted by the
Previous Auditor and Other Auditors for the respective years, we report that the Restated
Consolidated Financial Statements:
a) have been prepared after incorporating adjustments for the changes in accounting
policies, material errors and regrouping/reclassifications retrospectively in the
financial years ended 31 March 2023, 31 March 2022 and 31 March 2021 to reflect
the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the three month period ended 30 June
2023;
b) does not contain any qualifications requiring adjustments. Moreover, those
qualifications in the Companies (Auditor’s Report) Order, 2020 and 2016 issued by
the Central Government of India in terms of sub section (11) of section 143 of the
Act, which do not require any corrective adjustments in the Restated Consolidated
Financial Statements have been disclosed in Annexure VI to the Restated
Consolidated Financial Statements; and
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance
Note.
10. We have not audited any financial statements of the Group as of any date or for any
period subsequent to 30 June 2023. Accordingly, we express no opinion on the financial
position, results of operations, cash flows and statement of changes in equity of the Group
as of any date or for any period subsequent to 30 June 2023.
11. The Restated Consolidated Financial Statements do not reflect the effects of events that
occurred subsequent to the respective dates of the reports on the special purpose
consolidated interim financial statements and audited consolidated financial statements
mentioned in paragraph 4 above.
12. This report should not in any way be construed as a reissuance or re-dating of any
of the previous audit reports issued by us or the Previous Auditors, nor should this
report be construed as a new opinion on any of the financial statements referred to
herein.
13. We have no responsibility to update our report for events and circumstances occurring
after the date of the report.
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B S R & Co. LLP
14. Our report is intended solely for use of the Board of Directors for inclusion in the
DRHP to be filed with Securities and Exchange Board of India, BSE and NSE in
connection with the proposed IPO. Our report should not be used, referred to, or
distributed for any other purpose except with our prior consent in writing.
Accordingly, we do not accept or assume any liability or any duty of care for any other
purpose or to any other person to whom this report is shown or into whose hands it may
come without our prior consent in writing.
For B S R & Co LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Umang Banka
Partner
Place: Bengaluru Membership No: 223018
Date: 14 December 2023 UDIN:23223018BGXLTZ1753
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B S R & Co. LLP
Annexure A
(i) List of subsidiaries of the Ola Electric Mobility Limited (formerly known as Ola
Electric Mobility Private Limited)
Name of the Entity Nature of relation
Ola Electric Technology Private Limited Subsidiary
Ola Electric Charging Private Limited Subsidiary
Ola Cell Technologies Private Limited Subsidiary
Ola Electric Mobility Inc. USA Subsidiary
Ola Electric Mobility B.V., Netherlands Subsidiary
Etergo B.V, Netherlands Step down subsidiary
Ola Electric UK Private Limited Step down subsidiary
Ola Electric Technologies B.V, Netherlands Step down subsidiary
Etergo Operations B.V., Netherlands Step down subsidiary
EIA Trading (Shanghai) Co. Ltd. (China) Step down subsidiary
(ii) Details of subsidiary audited by other auditors for the respective periods/ years
Particulars Year/ Period ended Name of other auditor
Ola Electric Mobility Inc., 31 March 2023 GATR INC.
USA
Ola Electric UK Private 31 March 2023 Xeinadin Audit Limited
Limited, United Kingdom
Ola Electric Mobility B.V., 30 June 2023 Ashok Kumar Duggar &
Netherlands 31 March 2023 Associates
Etergo B.V, Netherlands 30 June 2023 Ashok Kumar Duggar &
31 March 2023 Associates
(iii) Details of subsidiaries which are unaudited for the respective periods/ years as
referred to in the audit report
Particulars Year/ Period ended
Ola Electric UK Private Limited, United 30 June 2023
Kingdom
Ola Electric Mobility Inc. USA 30 June 2023
Ola Electric Technologies B.V., Netherlands 30 June 2023
31 March 2023
Etergo Operations B.V., Netherlands 30 June 2023
31 March 2023
EIA Trading (Shanghai) Co. Ltd. (China) 30 June 2023
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B S R & Co. LLP
(iv) Details of subsidiaries which are unaudited based the previous auditor reports
Particulars Year ended
Ola Electric Technologies Private 31 March 2021
Limited*
Ola Electric Mobility Inc., USA 31 March 2022
31 March 2021
Ola Electric Mobility B.V, Netherlands 31 March 2022
(including its step down subsidiary)** 31 March 2021
* Ola Electric Technologies Private Limited (“OET”) was incorporated on 6 January
2021 and accordingly the first Statutory Financial Statements of OET were prepared for
the period from 6 January 2021 to 31 March 2022 and audited by the Previous Auditors.
**This includes Etergo B.V., Netherlands, Ola Electric UK Private Limited, and Etergo
Operations B.V., Netherlands
(v) Details of material subsidiaries for the period/ years the restated financial
statement has been examined and audited by other
Particulars Year ended Name of other auditor
Ola Electric Mobility B.V., 30 June 2023 Ashok Kumar Duggar
Netherlands 31 March 2023 & Associates
Etergo B.V, Netherlands 30 June 2023 Ashok Kumar Duggar
31 March 2023 & Associates
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OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure I- Restated Consolidated Statement of Assets and Liabilities
All amounts are in INR Million unless otherwise stated
Annexure As at As at As at As at
VII Note 30 June 2023 31 March 2023 31 March 2022 31 March 2021
ASSETS
Non-current assets
(a) Property, plant and equipment 4A 8,493.25 8,811.22 7,510.70 175.80
(b) Capital work-in-progress 4B 2,275.88 1,309.14 183.53 48.63
(c) Right-of-use assets 5 1,269.26 1,297.87 1,390.03 359.96
(d) Goodwill 6A 61.90 61.90 61.90 140.75
(e) Other Intangible assets 6A 1,895.49 2,017.79 1,282.74 365.24
(f) Intangible assets under development 6B 4,579.94 3,762.64 646.50 378.80
(g) Financial assets
(i) Investments 7 378.60 378.60 378.60 -
(ii) Other financial assets 8 1,625.54 1,533.06 251.60 16.30
(h) Deferred tax assets (net) 40 - - - -
(i) Other tax assets (net) 9 55.82 52.86 89.10 83.80
(j) Other non-current assets 10 2,629.21 2,010.27 1,528.62 860.14
Total non-current assets 23,264.89 21,235.35 13,323.32 2,429.42
Current assets
(a) Inventories 11 6,436.99 5,839.60 2,842.89 32.22
(b) Financial assets
(i) Investments 7 2,418.80 2,381.54 10,645.82 4,554.02
(ii) Trade receivables 12 925.60 842.54 152.20 3.80
(iii) Cash and cash equivalents 13 2,317.08 2,429.09 12,350.01 3,581.93
(iv) Bank balances other than (iii) above 13 9,084.80 12,863.81 8,617.60 10,077.34
(v) Other financial assets 8 7,373.70 5,463.05 626.36 263.60
(c) Other current assets 10 5,289.30 4,676.71 5,400.43 184.07
Total current assets 33,846.27 34,496.34 40,635.31 18,696.98
Total assets 57,111.16 55,731.69 53,958.63 21,126.40
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 14A 19,554.50 19,554.50 19,554.50 0.10
(b) Instruments entirely equity in nature 14A 18,096.97 18,096.97 18,041.25 0.07
(c) Other equity 14B
(i) Other components of equity (274.20) (274.20) (274.20) (274.20)
(ii) Reserves and Surplus (16,258.98) (13,800.32) (688.34) 19,992.98
(iii) Items of other comprehensive income (3.24) (12.51) (18.69) (12.80)
Total equity 21,115.05 23,564.44 36,614.52 19,706.15
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 16 7,017.36 7,003.31 5,237.90 -
(ii) Lease liabilities 15 370.33 398.60 490.37 24.30
(b) Provisions 17 79.18 50.50 50.73 18.80
(c) Other non-current liabilities 20 1,261.93 1,205.80 - -
Total non-current liabilities 8,728.80 8,658.21 5,779.00 43.10
Current liabilities
(a) Financial liabilities
(i) Borrowings 16 9,148.37 9,454.22 2,266.17 388.72
(ii) Lease liabilities 15 105.52 101.61 43.56 8.70
(iii) Trade payables
- Total outstanding dues of micro enterprises and small 18 722.44 451.04 349.20 4.50
enterprises; and
- Total outstanding dues of creditors other than micro 18 9,684.46 6,482.36 3,219.24 427.93
enterprises and small enterprises
(iv) Other financial liabilities 19 4,447.34 3,911.73 1,715.10 417.67
(b) Other current liabilities 20 2,179.11 2,309.60 3,386.30 94.92
(c) Provisions 17 980.07 798.48 585.54 34.71
Total current liabilities 27,267.31 23,509.04 11,565.11 1,377.15
Total liabilities 35,996.11 32,167.25 17,344.11 1,420.25
Total equity and liabilities 57,111.16 55,731.69 53,958.63 21,126.40
The above statement should be read with Annexure V - Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements, Annexure VI -
Statement of Restated Adjustments to the Audited Consolidated Financial Statements and Annexure VII - Notes to the Restated Consolidated Financial Statements.
As per our report of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of
Chartered Accountants Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited)
Firm Registration No. 101248W/W-100022
Umang Banka Bhavish Aggarwal Krishnamurthy Venugopala Tenneti
Partner Director Director
Membership No : 223018 DIN : 03287473 DIN : 01338477
Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : 14 December 2023 Date : 14 December 2023 Date : 14 December 2023
Pramendra Tomar Harish Abichandani
Company Secretary Chief Financial Officer
Place : Bengaluru Place : Bengaluru
Date : 14 December 2023 Date : 14 December 2023
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Annexure II - Restated Consolidated Statement of Profit and Loss
All amounts are in INR Million unless otherwise stated
For the three months For the For the For the
Annexure
period ended year ended year ended year ended
VII Note
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Income
I Revenue from operations 21 12,427.46 26,309.27 3,734.23 8.64
II Other income 22 359.29 1,517.70 828.37 1,052.17
III Total income (I+II) 12,786.75 27,826.97 4,562.60 1,060.81
IV Expenses
Cost of materials consumed 23 11,135.45 25,047.92 5,849.34 -
Purchase of stock-in-trade 24 193.12 1,392.61 561.81 -
Change in inventories of finished goods, stock-in trade and work-in-progress 25 (233.68) (736.44) (1,602.15) -
Employee benefits expense 26 943.86 4,267.25 2,824.80 1,972.51
Other expenses 29 2,568.40 8,862.41 4,104.32 876.52
Total expenses (IV) 14,607.15 38,833.75 11,738.12 2,849.03
V Loss before finance costs, depreciation and amortisation and tax expense (1,820.40) (11,006.78) (7,175.52) (1,788.22)
Finance costs 27 359.30 1,079.17 176.18 7.90
Depreciation and amortisation expense 28 474.15 1,670.64 489.80 196.20
VI Loss before Exceptional items and tax (2,653.85) (13,756.59) (7,841.50) (1,992.32)
Exceptional items 30 17.71 964.20 - -
VII Loss before tax (2,671.56) (14,720.79) (7,841.50) (1,992.32)
VIII Tax expense
(1) Current tax 40 - - - -
(2) Deferred tax 40 - - - -
Total tax expense (1+2) - - - -
IX Loss for the period/year (VII-VIII) (2,671.56) (14,720.79) (7,841.50) (1,992.32)
X Other comprehensive (loss)/income
A. Items that will not be reclassified subsequently to profit or loss
(i) Remeasurements of defined benefit liability 34 (18.16) (1.62) 12.58 (5.00)
(ii) Income tax relating to items that will not be reclassified to profit or loss - - - -
B. Items that will be reclassified subsequently to profit or loss
(i) Exchange differences on translating the financial statements of foreign 9.27 6.18 (5.89) (12.80)
operations
(ii) Income tax relating to items that will be reclassified to profit or loss - - - -
Other comprehensive (loss)/income for the period/year, net of tax (A+B) (8.89) 4.56 6.69 (17.80)
Total comprehensive loss for the period/year (IX+X) (2,680.45) (14,716.23) (7,834.81) (2,010.12)
Loss for the period/ year attributable to:
Owners of the Company (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Other comprehensive (loss)/income for the period/year attributable to:
Owners of the Company (8.89) 4.56 6.69 (17.80)
XI Total comprehensive loss for the period/ year attributable to:
Owners of the Company (2,680.45) (14,716.23) (7,834.81) (2,010.12)
XII Earnings per equity share (face value of INR 10 each) 38
(1) Basic Earnings per equity share (0.71) (3.91) (2.23) (0.59)
(2) Diluted Earnings per equity share (i.e. anti-dilutive) (0.71) (3.91) (2.23) (0.59)
The above statement should be read with Annexure V - Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements, Annexure VI -
Statement of Restated Adjustments to the Audited Consolidated Financial Statements and Annexure VII - Notes to the Restated Consolidated Financial Statements.
As per our report of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of
Chartered Accountants Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited)
Firm's Registration No. 101248W/W-100022
Umang Banka Bhavish Aggarwal Krishnamurthy Venugopala Tenneti
Partner Director Director
Membership No : 223018 DIN : 03287473 DIN : 01338477
Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : 14 December 2023 Date : 14 December 2023 Date : 14 December 2023
Pramendra Tomar Harish Abichandani
Company Secretary Chief Financial Officer
Place : Bengaluru Place : Bengaluru
Date : 14 December 2023 Date : 14 December 2023
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OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure III - Restated Consolidated Statement of Changes in Equity
All amounts are in INR Million unless otherwise stated
A a. Equity share capital Amount
As at 1 April 2020 0.10
Balance as at 31 March 2021 0.10
As at 1 April 2021 0.10
Shares issued under Employee Stock Option Plan (ESOP) ^
Issue of bonus shares during the year (refer note 14) 19,554.40
Balance as at 31 March 2022 19,554.50
As at 1 April 2022 19,554.50
Balance as at 31 March 2023 19,554.50
As at 1 April 2023 19,554.50
Balance as at 30 June 2023 19,554.50
b. Instruments entirely equity in nature - Compulsorily convertible preference shares (CCPS)
As at 1 April 2020 0.07
Balance as at 31 March 2021 0.07
As at 1 April 2021 0.07
Issue of CCPS during the year (refer note 14) 998.34
Issue of bonus shares during the year (refer note 14) 17,042.84
Balance as at 31 March 2022 18,041.25
As at 1 April 2022 18,041.25
Issue of CCPS during the year (refer note 14) 55.72
Balance as at 31 March 2023 18,096.97
As at 1 April 2023 18,096.97
Balance as at 30 June 2023 18,096.97
<This space is intentionally left blank>
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Annexure III - Restated Consolidated Statement of Changes in Equity (continued)
All amounts are in INR Million unless otherwise stated
B Other equity
Items of other
Reserves and surplus
comprehensive income
Other Total attributable Attributable to
Exchange differences on
Particulars components Share options to owners of the non-controlling Total equity
Securities Retained translating the financial
of equity outstanding Company interest
premium earnings statements of foreign
Account
operations
As at 1 April 2020 (274.20) 21,674.56 3.70 (122.70) - 21,281.36 - 21,281.36
Total comprehensive loss for the year ended 31 March 2021
Loss for the year - - - (1,992.32) - (1,992.32) - (1,992.32)
Other comprehensive loss - - - (5.00) (12.80) (17.80) - (17.80)
Total comprehensive loss - - - (1,997.32) (12.80) (2,010.12) - (2,010.12)
Contributions by and distributions to owners
Equity settled share based payments (refer note 41) - - 434.74 - - 434.74 - 434.74
Total contributions by and distributions to owners - - 434.74 - - 434.74 - 434.74
As at 31 March 2021 (274.20) 21,674.56 438.44 (2,120.02) (12.80) 19,705.98 - 19,705.98
Total comprehensive loss for the year ended 31 March 2022
Loss for the year - - - (7,841.50) - (7,841.50) - (7,841.50)
Other comprehensive income/(loss) - - - 12.58 (5.89) 6.69 - 6.69
Total comprehensive loss - - - (7,828.92) (5.89) (7,834.81) - (7,834.81)
Contributions by and distributions to owners
Equity settled share based payments (refer note 41) - - 197.37 - - 197.37 - 197.37
Exercise of share options - 49.02 (49.02) - - - - -
Issue of compulsorily convertible preference shares - 23,726.93 - - - 23,726.93 - 23,726.93
Security premium utilised for issue of bonus shares to existing preference shareholders (refer note 14A) - (17,042.80) - - - (17,042.80) - (17,042.80)
Security premium utilised for issue of bonus shares to existing equity shareholders (refer note 14A) - (19,554.40) - - - (19,554.40) - (19,554.40)
Transaction costs towards the issue of share capital - (179.50) - - - (179.50) - (179.50)
Total contributions by and distributions to owners - (13,000.75) 148.35 - - (12,852.40) - (12,852.40)
As at 31 March 2022 (274.20) 8,673.81 586.79 (9,948.94) (18.69) (981.23) - (981.23)
Total comprehensive loss for the year ended 31 March 2023
Loss for the year - - - (14,720.79) - (14,720.79) - (14,720.79)
Other comprehensive (loss)/ income - - - (1.62) 6.18 4.56 - 4.56
Total comprehensive loss - - - (14,722.41) 6.18 (14,716.23) - (14,716.23)
Contributions by and distributions to owners
Equity settled share based payments (refer note 41) - - 1,100.52 - - 1,100.52 - 1,100.52
Exercise of share options through OEM Employee Welfare Trust - 11.27 (11.27)
Issue of compulsorily convertible preference shares - 510.91 - - - 510.91 - 510.91
Transaction costs towards the issue of convertible preference shares - (1.00) - - - (1.00) - (1.00)
Total contributions by and distributions to owners - 521.18 1,089.25 - - 1,610.43 - 1,610.43
As at 31 March 2023 (274.20) 9,194.99 1,676.04 (24,671.35) (12.51) (14,087.03) - (14,087.03)
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CIN:U74999KA2017PTC099619
Annexure III - Restated Consolidated Statement of Changes in Equity (continued)
All amounts are in INR Million unless otherwise stated
B Other equity (continued)
Items of other
Reserves and surplus
comprehensive income
Other Total attributable Attributable to
Exchange differences on
Particulars components Share options to owners of the non-controlling Total equity
Securities Retained translating the financial
of equity outstanding Company interest
premium earnings statements of foreign
Account
operations
As at 31 March 2023 (274.20) 9,194.99 1,676.04 (24,671.35) (12.51) (14,087.03) - (14,087.03)
Total comprehensive loss for the period ended 30 June 2023
Loss for the period - - - (2,671.56) - (2,671.56) - (2,671.56)
Other comprehensive (loss)/ income - - - (18.16) 9.27 (8.89) - (8.89)
Total comprehensive loss - - - (2,689.72) 9.27 (2,680.45) - (2,680.45)
Contributions by and distributions to owners
Equity settled share based payments (refer note 41) - - 231.06 - - 231.06 - 231.06
Total contributions by and distributions to owners - - 231.06 - - 231.06 - 231.06
As at 30 June 2023 (274.20) 9,194.99 1,907.10 (27,361.07) (3.24) (16,536.42) - (16,536.42)
The above statement should be read with Annexure V - Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements, Annexure VI - Statement of Restated Adjustments to the Audited Consolidated Financial Statements and Annexure VII -
Notes to the Restated Consolidated Financial Statements.
As per our report of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of
Chartered Accountants Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited)
Firm's Registration No. 101248W/W-100022
Umang Banka Bhavish Aggarwal Krishnamurthy Venugopala Tenneti Harish Abichandani Pramendra Tomar
Partner Director Director Chief Financial Officer Company Secretary
Membership No : 223018 DIN : 03287473 DIN : 01338477
Place : Bengaluru Place : Bengaluru Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : 14 December 2023 Date : 14 December 2023 Date : 14 December 2023 Date : 14 December 2023 Date : 14 December 2023
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Annexure IV - Restated Consolidated Statement of Cash Flows
All amounts are in INR Million unless otherwise stated
For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
A. Cash flow from operating activities
Loss before tax (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Adjustments to reconcile loss before tax to net cash used by operating activities
Depreciation and amortisation expense 474.15 1,670.64 489.80 196.20
Loss on sale of property, plant and equipment, net - 1.57 2.10 68.80
Provision for Impairment in the value of property, plant and equipment, net - - 89.00 -
Provision for Impairment in the value of Intangible Assets, net - - 209.40 -
Provision no longer required written back - (63.37) (1.46) -
Provision on receivables from government authorities 15.81 388.53 - -
Unrealized foreign exchange loss/(gain),net 24.64 (9.58) (20.40) -
Allowances for expected credit losses, net - - 7.50 -
Interest income (216.30) (997.46) (584.00) (975.90)
Net gain on sale of mutual fund units (66.70) (172.38) (194.93) -
Net loss/(gain) due to fair valuation of mutual fund units 29.50 (42.39) (37.78) (76.20)
Finance costs 359.30 1,079.17 176.18 6.90
Grant income (53.20) (262.03) - -
Equity settled share based expense 231.14 1,100.52 195.37 427.50
Operating loss before working capital changes (1,873.22) (12,027.57) (7,510.72) (2,345.02)
Increase in inventories (597.41) (2,996.70) (2,810.57) (32.20)
Increase in other financial assets (1,926.97) (5,206.90) (453.23) (71.70)
Increase in trade receivables (83.06) (690.34) (148.40) (3.60)
(Increase)/decrease in other assets (629.10) 287.03 (5,518.43) (287.20)
Increase/(decrease) in trade payables 3,500.80 3,380.72 3,136.01 (278.57)
Increase in other financial liabilities 485.47 2,789.22 549.41 481.79
Increase/(decrease) in other liabilities and provisions 154.04 (644.41) 3,911.69 54.50
Cash used in operating activities (969.45) (15,108.95) (8,844.24) (2,482.00)
Income tax (paid)/refund (2.92) 36.24 (5.30) (38.25)
Net cash used in operating activities (A) (972.37) (15,072.71) (8,849.54) (2,520.25)
B. Cash flow from investing activities
Acquisition of property, plant and equipment (1,619.80) (4,336.03) (7,635.70) (1,085.30)
Acquisition of intangible assets (1.00) (59.78) (133.80) -
Development expenditure on internally generated intangible assets (753.34) (4,030.31) (1,103.30) -
Proceeds from sale of property, plant and equipment - - 0.90 4.30
Payment for acquisition of business, net of cash acquired (refer note 42) - - - (108.80)
Acquisition of other investments - - (378.60) -
Proceeds from sale of mutual fund units 1,199.80 8,828.77 17,597.77 7,021.40
Purchase of mutual fund units (1,199.90) (349.72) (23,456.89) (11,337.20)
Proceeds from interest bearing deposits 4,505.30 34,120.44 104,865.63 21,766.60
Investment in interest bearing deposits (786.70) (38,431.80) (103,611.70) (12,013.20)
Interest received 193.93 1,072.93 637.44 1,241.60
Incentive receivable (Asset) 7.90 - - -
Net cash generated/ (used in) from investing activities (B) 1,546.19 (3,185.50) (13,218.25) 5,489.40
C. Cash flow from financing activities
Proceeds from issue of compulsorily convertible preference shares - 566.63 24,725.21 -
Transaction costs related to issue of share capital - (1.00) (179.50) -
Payment of lease liabilities (including interest) (34.76) (98.30) (553.40) (342.90)
Proceeds from non-current borrowings 14.08 1,765.41 5,237.90 374.40
Proceeds from current borrowings, net 84.76 5,437.80 1,889.85 -
Interest paid (359.30) (1,083.50) (271.79) -
Net cash flow (used)/ generated from financing activities (C) (295.22) 6,587.04 30,848.27 31.50
Net Increase/ (decrease) in cash and cash equivalents 278.60 (11,671.17) 8,780.48 3,000.65
Cash and cash equivalents at the beginning of the period/ year 678.84 12,350.01 3,569.53 568.88
Cash and cash equivalents at the end of the period/ year 957.44 678.84 12,350.01 3,569.53
Components of cash and cash equivalents (refer note 13)
Balance with Banks
On current account 609.27 624.28 1,150.00 3,277.43
Deposit accounts (original maturity upto 3 months) 1,707.80 1,804.80 11,200.00 304.50
Cash in hand 0.01 0.01 0.01 -
(Also refer note 13) 2,317.08 2,429.09 12,350.01 3,581.93
Bank overdraft repayable on demand and used for cash management purposes
(1,359.64) (1,750.25) - (12.40)
(refer note 16)
Cash and cash equivalents in the statement of cash flow 957.44 678.84 12,350.01 3,569.53
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OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
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Annexure IV - Restated Consolidated Statement of Cash Flows (continued)
All amounts are in INR Million unless otherwise stated
Reconciliation of financial liabilities forming part of financing activities in accordance with Ind AS 7:
As at Non Cash As at
Particulars Cash flows Interest
1 April 2023 Changes 30 June 2023
Non-Current Borrowings 7,003.31 (118.42) 132.50 (0.03) 7,017.36
Current Borrowings* 7,703.97 (142.04) 226.80 - 7,788.73
Lease liabilities 500.21 (34.76) 10.40 - 475.85
Total 15,207.49 (295.22) 369.70 (0.03) 15,281.94
-
As at Non Cash As at
Particulars Cash flows Interest
1 April 2022 Changes 31 March 2023
Non-Current Borrowings 5,237.90 1,262.01 503.40 - 7,003.31
Current Borrowings* 2,266.17 4,857.65 580.15 - 7,703.97
Lease liabilities 533.93 (98.30) 45.64 18.94 500.21
Total 8,038.00 6,021.36 1,129.19 18.94 15,207.49
As at Non Cash As at
Particulars Cash flows Interest
1 April 2021 Changes 31 March 2022
Non-Current Borrowings - 5,135.90 102.00 - 5,237.90
Current Borrowings* 376.32 1,720.06 169.79 - 2,266.17
Lease liabilities 33.00 (553.40) 7.30 1,047.03 533.93
Total 409.32 6,302.56 279.09 1,047.03 8,038.00
As at Non Cash As at
Particulars Cash flows Interest
1 April 2020 Changes 31 March 2021
Current Borrowings* 1.92 374.40 - - 376.32
Lease liabilities 46.80 (342.90) 3.70 325.40 33.00
Total 48.72 31.50 3.70 325.40 409.32
*excluding bank overdraft
The Group has elected to present cash flows from operating activities using the indirect method set out in Indian Accounting Standard (Ind AS) 7 on Statement of Cash
Flows.
The above statement should be read with Annexure V - Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements,
Annexure VI - Statement of Restated Adjustments to the Audited Consolidated Financial Statements and Annexure VII - Notes to the Restated Consolidated Financial
Statements.
As per our report of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of
Chartered Accountants Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited)
Firm's Registration No. 101248W/W-100022
Umang Banka Bhavish Aggarwal Krishnamurthy Venugopala Tenneti
Partner Director Director
Membership No : 223018 DIN : 03287473 DIN : 01338477
Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : 14 December 2023 Date : 14 December 2023 Date : 14 December 2023
Pramendra Tomar Harish Abichandani
Company Secretary Chief Financial Officer
Place : Bengaluru Place : Bengaluru
Date : 14 December 2023 Date : 14 December 2023
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OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure V - Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements
All amounts are in INR Million unless otherwise stated
1. Corporate information
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited) (referred to as the "Holding Company" or "Ola Electric" or the "Company"), is a Company
incorporated on 3 February 2017 under the provisions of the Companies Act, 2013 ("the Act"). It has been converted from Private Limited Company to Unlisted Public Limited
Company pursuant to special resolution passed at the Extraordinary General Meeting of the shareholders held on 05 October 2023 and consequently the name has been
changed to OLA Electric Mobility Limited and a revised certificate of incorporation dated 17 November 2023, consequent to the aforementioned change, has been issued by the
Ministry of Corporate Affairs. Ola Electric has its registered office at Bengaluru, Karnataka, India. Ola Electric together with its subsidiaries (collectively referred to as the
'Group') was incorporated to manufacture and supply of electric vehicles, provide services across the electric vehicles value-chain, trading of related accessories and products.
The Group comprises the following consolidated entities:
Principal place of % Shareholding as % Shareholding % Shareholding as % Shareholding as
Name Relationship Business and place of on as on on on
incorporation 30 June 2023 31 March 2023 31 March 2022 31 March 2021
OLA Electric Technologies Private limited ("OET") Subsidiary India 100% 100% 100% 100%
OLA Electric Charging Private Limited ("OEC") Subsidiary India 100% 100% 100% -
OLA Cell Technologies Private Limited ("OCT") Subsidiary India 100% 100% - -
OLA Electric Mobility Inc., USA ("OEM US") Subsidiary USA 100% 100% 100% 100%
OLA Electric Mobility B.V., Netherlands("OEM BV") Subsidiary Netherlands 100% 100% 100% 100%
Etergo B.V., Netherlands* ("Etergo") Subsidiary Netherlands 100% 100% 100% 100%
Etergo Operations B.V., Netherlands** ("Etergo ops") Subsidiary Netherlands 100% 100% 100% 100%
OLA Electric UK Private Limited* Subsidiary United Kingdom 100% 100% 100% -
EIA Trading (Shanghai) Co. Ltd. (China)* Subsidiary China 100% - - -
OLA Electric Technologies B.V., Netherlands* Subsidiary Netherlands 100% 100% - -
* Wholly owned subsidiary of OLA Electric Mobility B.V., Netherlands
** Wholly owned subsidiary of Etergo B.V., Netherlands
2. Basis of preparation
2.1 Statement of compliance
The Restated Consolidated Financial Statements comprise the Restated Consolidated Statement of Asset and Liabilities as at 30 June 2023, 31 March 2023, 31 March 2022
and 31 March 2021, Restated Consolidated Statement of Profit and Loss (including other comprehensive income), Restated Consolidated Statement of Cash Flows and
Restated Consolidated Statement of Changes in Equity for the period/years ended 30 June 2023, 31 March 2023, 31 March 2022 and 31 March 2021 and Significant
Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements (hereinafter referred to as ‘Restated Consolidated Financial Statements’).
These Restated Consolidated Financial Statements have been prepared by the management as required under the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”) issued by the Securities and Exchange Board of India ('SEBI'), in pursuance of the
Securities and Exchange Board of India Act, 1992, for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) in connection with the proposed initial public
offering of equity shares of face value of INR 10 each of the Company comprising a fresh issue of equity shares and an offer for sale of equity shares held by the selling
shareholders (the “Offer”), prepared by the Company in terms of the requirements of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended;
c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI) (the “Guidance Note”)
The Restated Consolidated Financial Statements of the Group have been prepared to comply in all material respects with the Indian Accounting Standards (“Ind AS”) as
prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time), presentation requirements
of Division II of Schedule III to the Companies Act, 2013, as applicable to the consolidated financial statements and other relevant provisions of the Act.
The Restated Consolidated Financial Statements has been compiled by the Group from:
- Audited Special Purpose Consolidated Interim Financial Statements of the Group as at and for the three months period ended 30 June 2023 prepared in accordance with
the recognition and measurement principles under Indian Accounting Standard 34 “Interim Financial Reporting” (referred to as “Ind AS”) as prescribed under Section 133
of the Act as amended and other accounting principles generally accepted in India and presentation requirements of Division II of Schedule III to the Companies Act, 2013.
- Audited Ind AS Consolidated Financial Statements of the Group as at and for the year ended 31 March 2023, 31 March 2022 and 31 March 2021 prepared in accordance
with Indian Accounting Standards (‘Ind AS’) as prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended
and other accounting principles generally accepted in India.
The Restated Consolidated Financial Statements have been prepared on a historical cost convention and on an accrual basis of accounting, except:
a) Net defined benefit liability is measured at present value of defined benefit obligations.
b) Financial assets which are, investment in mutual funds and investment in preference shares are measured at fair values
c) Liabilities for equity-settled-share based payment arrangements are measured at grant date fair values.
d) Non current investment are measured at fair value through OCI
These Restated Consolidated Financial Statements have been prepared as a going concern on the basis of relevant Ind AS that are effective at the Company’s reporting
date, 30 June 2023.
Ola Electric Technologies Private Limited was incorporated on 6 January 2021. The first set of the financial Statement prepared by the Company was from 6 January 2021
to 31 March 2022, which has been audited by B S R & Associates LLP who has issued an unmodified audit opinion dated 21 October 2022.
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OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
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Annexure V - Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements (continued)
All amount are in INR million unless otherwise stated
2 Basis of preparation (continued)
2.2 Functional and presentation currency
The functional currency of OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited), OLA Electric Technologies Private limited, OLA Electric
Charging Private Limited and OLA Cell Technologies Private Limited is Indian Rupees ("₹" or "INR"), for OLA Electric Mobility Inc. Ltd. is United States Dollar ("$" or "USD"),
for OLA Electric Mobility B.V, Etergo B.V., Etergo Operations B.V., Netherlands and OLA Electric Technologies B.V., Netherlands is "Euro" and for OLA Electric UK Private
Limited, United Kingdom is "GBP". These Restated Consolidated Financial Statements are presented in INR. All amounts have been rounded off to the nearest million upto
2 decimal places, unless otherwise mentioned. Due to rounding off, the number presented throughout the document may not add up precisely to the totals and
percentages may not precisely reflect the absolute figures. "^" denotes amounts less than 0.005 million.
2.3 Use of estimates and judgements
The preparation of the Restated Consolidated Financial Statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that
affect the application of Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.
Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the Restated Consolidated
Financial Statements is included in the notes:
Note 3.3 intangible assets: key assumptions underlying recoverable amounts, including the recoverability of development costs;
Note 3.14 leases: whether an arrangement contains a lease and lease classification.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the amounts recognised in the Restated
Consolidated Financial Statements for the period/year ended 30 June 2023, 31 March 2023, 31 March 2022 and 31 March 2021 are included in the following notes:
Note 3.1 business combination: key assumptions in estimating the acquisition date fair values of the identifiable assets acquired and liabilities, identifying whether an
identifiable intangible asset is to be recorded separately from goodwill; (refer note 42)
Note 3.2 and Note 3.3 useful life of property, plant and equipment and intangibles; (refer note 4 and 6)
Note 3.4 impairment test of goodwill and intangible assets: key assumptions underlying recoverable amounts, including the recoverability of development costs; (refer
note 6 and 47)
Note 3.4 impairment test of financial assets: key assumptions underlying recoverable amounts;
Note 3.8 measurement of defined benefit obligations key actuarial assumptions; (refer note 34)
Note 3.11 recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources; (refer note 17
and 33)
Note 3.15 determining the net realisable value ('NRV') of inventories for determining lower of cost or NRV (refer note 11).
Note 3.8 determining the fair value of share options (refer note 41)
Current/ non-current classification
Assets
An asset is classified as current when it satisfies any of the following criteria:
a) it is expected to be realised in, or is intended for sale or consumption in, the Group’s normal operating cycle;
b) it is held primarily for the purpose of being traded;
c) it is expected to be realised within 12 months after the reporting date; or
d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date.
Current assets include the current portion of non-current financial assets.
All other assets are classified as non-current.
Liabilities
A liability is classified as current when it satisfies any of the following criteria:
a) it is expected to be settled in the Group’s normal operating cycle;
b) it is held primarily for the purpose of being traded;
c) it is due to be settled within 12 months after the reporting date; or
d) the Group does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Terms of a liability that could, at the
option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
Current liabilities include current portion of non-current financial liabilities.
All other liabilities are classified as non-current.
Operating cycle
Operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash equivalents.
Group has ascertained its operating cycle being a period of 12 months for the purpose of classification of assets and liabilities into current and non-current.
252
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Annexure V - Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements (continued)
All amount are in INR million unless otherwise stated
2 Basis of preparation (continued)
2.4 Measurement of fair values
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Group
has an established control framework with respect to the measurement of fair values. Significant valuation issues, if any, are reported to the Group’s Management.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of quoted equity shares, quoted debt instruments and mutual
fund investments;
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. If the inputs used to measure the fair value of an asset
or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as
the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
Note 3.8 share-based payment arrangements;
Note 3.8 defined benefit obligations;
Note 3.13 financial instruments; and
Note 3.1 business combination.
2.5 Cost recognition policy
Cost and expenses are recognised when incurred and are classified according to their nature. Expenditure are capitalised, where appropriate, in accordance with the
policy for internally generated intangible assets and represents employee costs, cost of material and other expenses incurred for construction and product development
undertaken by the Group.
2.6 Going concern
These restated consolidated financial statements have been prepared on a going concern basis. The Group has performed an assessment of its financial position as at 30
June 2023 and the most recent board approved forecasts of the Company and its subsidiaries for the period of at least 12 months from the date of authorisation of these
restated consolidated financial statements.
Ola Electric Technologies Private Limited ("OET"), a material subsidiary of the Group, has incurred losses for the period ended 30 June 2023 of INR 2,532.10 million (31
March 2023: INR 13,915.10 million, 31 March 2022: INR 6,303.90 million) and has accumulated loss for the period ended 30 June 2023 of INR 22,754.70 million (31 March
2023: INR 20,206.50 million, 31 March 2022: INR 6,287.50 million) and its current liabilities exceed the current assets by INR 6,638.10 as at 30 June 2023 (31 March 2023:
INR 4,384.70 million, 31 March 2022: INR 1,117.00 million). However, OET has continued support from the Holding Company for a period of at least 12 months from the
date of approval of its Financial Statements by the Board of Directors for the period ended 30 June 2023 and year ended 31 March 2023, 31 March 2022 as well as
unutilized credit facilities at its disposal. OET expects to fund its operating and capital expenditure based on its business operations, ability to raise finance and continued
support from the Holding Company in the foreseeable future.
Accordingly the Financial Statements of OET has been prepared on a going concern basis. The Restated Consolidated Financial Statements of the Group have been
prepared on a going concern basis.
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OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
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Annexure V - Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
3 Significant accounting policies
Basis of consolidation
i. Subsidiaries:
Subsidiaries are entities controlled by the Holding Company. The Holding Company controls an entity when it is exposed to, or has right to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial
statements of subsidiaries are included in the Restated Consolidated Financial Statements from the date on which control commences until
the date on which control ceases. The financials statements of the Group companies are consolidated on a line by line basis.
Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI (non controlling
interest) and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former
subsidiary is measured at fair value when control is lost.
ii. Goodwill:
Goodwill represents the cost of business acquisition in excess of the Group's interest in the net fair value of identifiable assets, liabilities and
contingent liabilities of the acquiree. When the net fair value of the identifiable assets, liabilities and contingent liabilities acquired (“net
assets”) exceeds the cost of business acquisition, the excess of net assets over cost of business acquisition is recognised immediately in capital
reserve. Goodwill is measured at cost, less accumulated impairment losses.
iii. Transactions eliminated on consolidation:
Intra-group balances and transactions, and any unrealized income and expense arising from intra-group transactions, are eliminated.
Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s
interest in the investee. Unrealized losses are eliminated in the same way as realized gains, but only to the extent that there is no evidence of
impairment.
3.1 Business combinations (other than common control business combinations)
In accordance with Ind AS 103, the Group accounts for business combinations using the acquisition method when the acquired set of activities
and assets meets the definition of business and control is transferred to the Group. The consideration transferred for the business
combination is generally measured at fair value as at the date the control is acquired (acquisition date), as are the net identifiable assets
acquired. Any goodwill that arises is tested annually for impairment. Any gain on bargain purchase is recognised in Other Comprehensive
Income ("OCI") and accumulated in equity as capital reserve if there exist clear evidence of the underlying reason for classifying the business
combination as resulting in bargain purchase; otherwise the gain is recognised directly in equity as capital reserve. Transaction cost are
expensed as incurred, except to the extent related to debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships with the acquiree. Such
amounts are generally recognised in profit and loss.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets
the definition of a financial instrument is classified as equity, then it is not remeasured subsequently and settlement is accounted for within
equity. Other contingent consideration is remeasured at fair value at each reporting date and changes in the fair value of the contingent
consideration are recognised in profit and loss.
If business combination is achieved in stages, any previous held equity interest in the acquiree is re-measured to its acquisition date fair value
and any resulting gain or loss is recognised in statement of profit or loss or OCI, as appropriate.
3.2 Property, plant and equipment
Recognition and measurement
The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably.
Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and
accumulated impairment losses, if any.
Cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes,
after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and
estimated costs of dismantling and removing the item and restoring the site on which it is located.
The cost of a self-constructed item of property, plant and equipment comprises the cost of materials and direct labour, any other costs
directly attributable to bringing the item to working condition for its intended use, and estimated costs of dismantling and removing the item
and restoring the site on which it is located.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items
(major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in statement of profit and loss.
Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date are shown under as other
non-current assets.
Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the
Group and the cost of the item can be measured reliably.
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Annexure V - Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
3 Significant accounting policies (continued)
3.2 Property, plant and equipment (continued)
Depreciation
Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values over their estimated useful
lives using the straight-line method, and is generally recognised in statement of profit and loss.
The estimated useful lives of items of property, plant and equipment for the current and comparative periods are as follows:
Class of assets Management estimate of Useful life in years as
useful life in years per Schedule II
Building 3 to 30 3 to 60
Computer equipment 2 to 3 3
Computer Server 6 6
Over the primary lease period or
Leasehold improvements NA
useful life, whichever is shorter
Office equipment 2 to 10 5
Furniture and fixtures 3 to 10 10
Electronic equipment 2 to 10 10
Motor Vehicles 2 to 8 8
Plant & machinery 2 to 20 15 to 25
Based on technical evaluation and consequent advice, the management believes that its estimates of useful lives as given above best
represent the period over which management expects to use these assets, which is different, in certain cases, from the useful lives as
prescribed under Part C of Schedule II of the Companies Act, 2013.
Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.
Depreciation on additions/(disposals) is provided on a pro-rata basis i.e. from/ (upto) the date on which asset is ready for use/ (disposed off).
3.3 Goodwill and other intangible assets
Recognition and measurement
Goodwill
Goodwill is initially recognised based on the accounting policy for business combinations and is tested for impairment annually.
Other intangible assets
Intangible assets acquired separately are measured on initial recognition at historical cost. Intangibles assets have finite life and are
subsequently carried at cost less any accumulated amortisation and accumulated impairment losses.
Intangible assets are amortised over their respective individual estimated useful lives on a straight-line basis, commencing from the date the
asset is available to the Group for its use and is included in depreciation and amortisation expense in statement of profit and loss.
Amortisation method, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.
Right to use "Ola" trade name has an indefinite life. Management evaluates annually whether the business circumstances continue to support
an indefinite useful life assessment for assets so classified. Based on such review, useful life assessment may change from indefinite to finite.
The impact of such changes is accounted for as a change in accounting estimate. Right to use Ola trade name acquired is initially recognised at
cost and is subsequently carried at cost less accumulated impairment losses.
Internally generated intangible assets and intangible assets under development
Expenditure on research activities is recognised in the statement of profit or loss as incurred.
Development expenditure is capitalised as part of cost of resulting intangible asset only if the expenditure can be measured reliably, the
product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient
resources to complete development and intends to use or sell the asset. Otherwise, it is recognised in the statement of profit and loss as
incurred. The cost capitalised includes cost of material, employee cost and directly attributable overhead expenditure incurred upto the date
asset is available to use. Subsequent to initial recognition, the internally generated intangible assets are measured at cost less accumulated
amortisation and any accumulated impairment losses. Intangible assets under development are tested for impairment annually irrespective of
whether there is any indication of impairment.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates.
All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.
Amortisation
Other intangible assets are amortised over their respective individual estimated useful lives on a straight-line basis, from the date that they
are available for use. The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of
obsolescence, demand, competition, and other economic factors (such as the stability of the industry, and known technological advances), and
the level of maintenance expenditures required to obtain the expected future cash flows from the asset.
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OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
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Annexure V - Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
3 Significant accounting policies (continued)
3.3 Goodwill and other intangible assets (continued)
The management estimates the useful lives for its assets as follows:
Class of assets Useful life estimated (years)
Product development (internally generated) 5 years
Computer software 3 years
Domain name 10 years
Goodwill Indefinite Life
Ola brand (trade name) Indefinite Life
The amortisation period and the amortisation method for finite-life intangible assets is reviewed at each financial year end and adjusted
prospectively, if appropriate.
For indefinite life intangible assets, the assessment of indefinite life is reviewed annually to determine whether it continues, if not, it is
impaired or changed prospectively basis revised estimates.
3.4 Impairment
i. Impairment of financial assets
The Group recognises loss allowances for expected credit losses on financial assets measured at amortised cost, debt investments measured
at FVOCI and contract assets.
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is ‘credit
impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
For financial assets whose credit risk has not significantly increased since initial recognition, loss allowance equal to twelve months expected
credit losses is recognised. Loss allowance equal to the lifetime expected credit losses is recognised if the credit risk on the financial
instruments has significantly increased since initial recognition.
Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses. Lifetime expected credit
losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument.
In all cases, the maximum period considered when estimating expected credit losses is the maximum contractual period over which the Group
is exposed to credit risk.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs,
the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both
quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment, that
includes forward-looking information.
Measurement of expected credit losses (ECL)
Expected credit losses are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash
shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group
expects to receive).
ECLs are discounted at the effective interest rate of the financial asset.
Presentation of allowance for expected credit losses in the balance sheet
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
Write-off
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of
recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate
sufficient cash flows to repay the amounts subject to the write off.
ii. Impairment of non- financial assets
The Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether
there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and Intangible
assets under development are tested annually for impairment.
For impairment testing, assets that do not generate independent cash inflows are grouped together into cash-generating units (CGUs). Each
CGU represents the smallest group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or
CGUs.
The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less costs to sell. Value in use is
based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the CGU (or the asset).
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable amount. Impairment losses are
recognised in statement of profit and loss.
For the purpose of impairment testing, goodwill is allocated to the Group's operating divisions which represent the lowest level within the
Group at which the goodwill is measured for internal management purposes, which is not higher than the Group's operating segments.
In respect of assets for which impairment loss has been recognised in prior periods, the Group reviews at each reporting date whether there is
any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used
to determine the recoverable amount. Such a reversal is made only to the extent that the asset’s carrying amount does not exceed the
carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
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Annexure V - Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
3 Significant accounting policies (continued)
3.5 Revenue recognition
Revenue is recognised upon transfer of control of promised products or services to customers for an amount that reflects the consideration
which the Group expects to receive in exchange for those products or services. Revenue excludes taxes or duties collected on behalf of the
government. In relation to revenue from contracts with customers other than sale of spare parts amounts are generally collected in advance.
In relation to sale of spares credit period usually ranges between 60 to 90 days.
• Revenue from sale of products are recognised when control of goods are transferred to the buyer which is generally on delivery for domestic
sales and on delivery on local port in India for export sales; as per the terms of sale, i.e; at a point in time.
• Service income which primarily consists of performance upgrade are recognized as per the terms of the contract on satisfaction of
performance obligation which is generally on customer acknowledgement on delivery of upgrades, i.e; at a point in time.
Warranty considerations as a service
Vehicles and parts sold by the Group include a standard warranty to guarantee the vehicle complies with agreed-upon specifications for a
defined period of time. Where the warranty offering to the end customer exceeds the standard market expectation for similar products or
provides a service in excess of the assurance that the agreed-upon specification is met, the Group considers this to constitute a service to the
end customer and therefore a separate performance obligation. Revenue is recognised on a straight-line basis over the contractual period to
which the warranty service relates, up to which point it is recognised as a contract liability.
Revenue is measured based on the transaction price, which is the consideration, net of discounts and price concessions as specified in the
contract with the customer. Revenues are recognised when collectability of the resulting receivables is reasonably assured.
A liability is recognised where payments are received from customers before transferring control of the goods being sold or providing services
to the customer.
Contract liabilities
A contract liability is the obligation to transfer goods to a customer for which the Group has received consideration (or an amount of
consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a
contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as
revenue when the Group performs under the contract. Billing in excess of revenue is disclosed as Unearned revenue in other liabilities
(current).
Other operating revenue
Other operating revenue which primarily consists of vendor handling charges are recognized as per the terms of the contract on satisfaction of
performance obligation.
3.6 Recognition of interest income or interest expense
Interest income or expense is recognised using the effective interest rate method. The ‘effective interest rate’ is the rate that exactly
discounts estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the
financial asset or the amortised cost of the financial liability. In calculating interest income and expense, the effective interest rate is applied
to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability.
3.7 Foreign currency transactions and balances
Initial recognition - transactions in foreign currencies are recorded by the companies at their respective functional currency spot rates at the
date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the
functional currency spot rates of exchange at the reporting date. The gains or losses resulting from such translations are recognised in the
statement of profit and loss.
Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the
exchange rate prevalent at the date when the fair value was determined. Nonmonetary assets and non-monetary liabilities denominated in a
foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of the transaction.
Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the period in
which the transaction is settled. Revenue, expense and cash flow items denominated in foreign currencies are translated into the relevant
functional currencies using the exchange rate in effect on the date of the transaction.
Assets and liabilities of entities with functional currency other than the functional currency of the Company have been translated using
exchange rates prevailing on the balance sheet date. Statement of profit and loss of such entities has been translated using average exchange
rates. Translation adjustments have been reported as foreign currency translation reserve in the statement of changes in equity. When a
subsidiary is disposed off, in full, the relevant amount is transferred to net profit in the Restated Consolidated Financial Statement of Profit
and Loss. However, when a change in the Holding's ownership does not result in loss of control of a subsidiary, such changes are recorded
through equity.
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All amounts are in INR Million unless otherwise stated
3 Significant accounting policies (continued)
3.8 Employee benefits
Short-term employee benefits
Employee benefits payable wholly within twelve months of receiving employee services are classified as short-term employee benefits. These
benefits include salaries and wages, bonus, compensated absences and ex-gratia. Short-term employee benefit obligations are measured on
an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid e.g.,
under short-term cash bonus, if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided
by the employee and the amount of obligation can be estimated reliably.
Post employment benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will
have no legal or constructive obligation to pay further amounts. The Group makes specified monthly contributions towards Government
administered provident fund scheme and employee state Insurance scheme. Obligations for contributions to defined contribution plans are
recognised as an employee benefits expense in statement of profit and loss in the periods during which the related services are rendered by
employees.
Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net obligation in respect of
defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods and
discounting that amount.
The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected unit credit method.
Re-measurements of the net defined benefit liability, which comprise actuarial gains and losses are recognised in other comprehensive
income (OCI). The Group determines the net interest expense on the net defined benefit liability for the year by applying the discount rate
used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability, taking into
account any changes in the net defined benefit liability during the period as a result of contributions and benefit payments. Net interest
expense and other expenses related to defined benefit plans are recognised in statement of profit and loss.
Other long term employee benefits- compensated absences
Accumulated absences expected to be carried forward beyond twelve months is treated as long-term employee benefit for measurement
purposes. The Group’s net obligation in respect of other long-term employee benefit of accumulating compensated absences is the amount of
future benefit that employees have accumulated at the end of the year. That benefit is discounted to determine its present value. The
obligation is measured annually by a qualified actuary using the projected unit credit method. Remeasurements are recognised in profit or
loss in the period in which they arise.
The obligations are presented as current liabilities in the balance sheet if the Group does not have an unconditional right to defer the
settlement for at least twelve months after the reporting date.
Share- based payment transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grants are made using an Black Scholes model. The
cost is recognised in employee benefits expense, together with a corresponding increase in share options outstanding account in equity, over
the period in which the performance and/or service conditions are fulfilled in a gradual vesting manner. The amount recognised as expense is
based on the estimate of the number of awards for which the related service are expected to be met, such that the amount ultimately
recognised as an expense is based on the number of awards that do meet the related service conditions at the vesting date.
3.9 Income taxes
Income tax comprises current and deferred tax. It is recognised in statement of profit and loss except to the extent that it relates to a business
combination or to an item recognised directly in equity or in other comprehensive income.
i. Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable
or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or
received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or
substantively enacted by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is
intended to realise the asset and settle the liability on a net basis or simultaneously.
ii. Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses
and tax credits.
Deferred tax is not recognised for:
- temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects
neither accounting nor taxable profit or loss at the time of transaction;
- temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to
control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
- taxable temporary differences arising on the initial recognition of goodwill.
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All amounts are in INR Million unless otherwise stated
3 Significant accounting policies (continued)
3.9 Income taxes (continued)
ii. Deferred tax (continued)
Temporary differences in relation to a right-of-use asset and a lease liability for a specific lease are regarded as a net package (the lease) for
the purpose of recognising deferred tax.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used.
The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of a history of recent
losses, the Group recognises a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing
other evidence that sufficient taxable profit will be available against which such deferred tax asset can be realised. Deferred tax assets
unrecognised or recognised, are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer
probable respectively that the related tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on
the laws that have been enacted or substantively enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the
reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to
income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax
liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
3.10 Earnings per share
The basic earnings per share (‘EPS’) is computed by dividing the net profit/(loss) after tax for the year attributable to equity shareholders by
the weighted average number of equity shares and compulsorily convertible preference shares outstanding during the period/year and is
adjusted for bonus issue.
The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving
basic earnings per share and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive
potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period unless issued at a later date.
In computing dilutive earning per share, only potential equity shares that are dilutive i.e. which reduces earnings per share or increases loss
per share are included.
3.11 Provision and contingent liabilities
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that is reasonably estimate, and
it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of time value of money is material,
provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the
time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the contract and the
expected net cost of continuing with the contract, which is determined based on the incremental costs of fulfilling the obligation under the
contract and an allocation of other costs directly related to fulfilling the contract. Before a provision is established, the Group recognises any
impairment loss on the assets associated with that contract.
Provisions for warranty-related costs are recognised when the product is sold to the customer. Initial recognition is based on management
estimate of product failure rates. The initial estimate of warranty-related costs is revised annually.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-
occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognized because it is
not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases
where there is a liability that cannot be recognized because it cannot be measured reliably.
Contingent assets are not recognised or disclosed in these restated consolidated financial statements since this may result in the recognition
of income that may never be realised.
3.12 Cash flow statement
Cash flows are reported using the indirect method, whereby net loss before tax is adjusted for the effects of transactions of non-cash nature
and any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing
or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated. Bank overdraft is
considered as integral part of cash and cash equivalents in cash flow and the same is netted off against cash and cash equivalents in cash flow
statement.
3.13 Financial instruments
Initial recognition
The Group recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All
financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables without a significant financing
component which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of
financial assets and financial liabilities, that are not at fair value through profit or loss, are added to the fair value on initial recognition.
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All amounts are in INR Million unless otherwise stated
3 Significant accounting policies (continued)
3.13 Financial instruments (continued)
Subsequent measurement
a. Non-derivative financial instruments
(i) Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business where the objective is to hold the asset in order to
collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
(ii) Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business where the
objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Group has
made an irrevocable election for its investments in preference instruments (which are classified as equity instruments) to present the
subsequent changes in fair value in other comprehensive income based on its business model. Further, in cases where the Group has made an
irrevocable election based on its business model, for its investments which are classified as equity instruments, the subsequent changes in fair
value are recognized in other comprehensive income.
(iii) Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
(iv) Financial liabilities
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-
for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net
gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at
amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss.
Any gain or loss on derecognition is also recognised in profit or loss.
b. Financial assets – subsequent measurement and gains and losses
(i) Financial assets carried at amortised cost
These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment
losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is
recognised in profit or loss.
(ii) Financial assets carried at other comprehensive income
These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains
and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and
losses accumulated in OCI are reclassified to profit or loss.
(iii) Financial assets at fair value through profit or loss
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit
or loss.
(iv) Equity investments at FVOCI
These assets are subsequently measured at fair value. Impairment losses (and reversal of impairment losses) on equity investments measured
at FVOCI are not reported separately from other changes in fair value. Dividends are recognised as income in profit or loss unless the dividend
clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are not reclassified to
profit or loss.
c. Derecognition
A financial asset is primarily derecognised when:
• The rights to receive cash flows from the asset have expired; or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full
without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks
and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount
of the asset and the maximum amount of consideration that the Group could be required to repay.
A financial liability is primarily derecognised when:
• The rights to pay cash flows from the asset have expired; or
• when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability
based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount
extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
d. Derivative financial instruments
Derivatives are only used for economic hedging purposes and not as speculative investment. Derivatives are initially recognised at fair value
on the date a derivative contract is entered into and are subsequently re–measured to their fair value at the end of each reporting period. The
accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the
nature of the item being hedged and the type of hedge relationship designated. Derivatives that are not designated as hedges: The Group
enters into certain derivative contracts to hedge risks which are not designated as hedges. Such contracts are accounted for at fair value
through profit or loss and are included in other income/(expense).
e. Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group
currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and
settle the liability simultaneously.
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All amounts are in INR Million unless otherwise stated
3 Significant accounting policies (continued)
3.14 Leases
The Group assesses whether a contract contains a lease, at the inception of the contract. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract
conveys the right to control the use of an identified asset, the Group assesses whether:
(i) the contract involves the use of an identified asset;
(ii) the Group has the right to obtain substantially all the economic benefits from use of the asset throughout the period of use; and
(iii) the Group has the right to direct the use of the asset.
As a lessor
At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each
lease component on the basis of their relative standalone prices. When the Group acts as a lessor, it determines at lease inception whether
each lease is a finance lease or an operating lease.
As a lessee
The Group recognizes a right-of-use asset (“ROU”) and a lease liability at the lease commencement date. The ROU is initially measured at cost,
which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any
initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the
site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term,
unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset
reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the
underlying asset, which is determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is
periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted
using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally,
the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprises fixed payments, including in-substance fixed payments,
amounts expected to be payable under a residual value guarantee and the exercise price under a purchase option that the Group is
reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option
and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the ROU, or is recorded in
Statement of Profit or Loss if the carrying amount of the ROU has been reduced to zero.
Lease Liabilities have been presented as separate line and the ‘ROU’ have been presented separately in the Statement of Assets and Liabilities.
Lease payments have been classified as financing activities in the Statement of Cash Flows.
Short-term leases and leases of low value assets
The Group has elected not to recognise right-of use assets and lease liabilities for leases of low value assets and short-term leases. The Group
recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
3.15 Inventories
Inventories are valued at the lower of cost and net realisable value.
Cost of raw materials, stores & spares, components, consumables and traded goods are ascertained on a weighted average basis. Goods-in-
transit are recorded at actual cost. Cost, including fixed and variable production overheads, are allocated to work-in-progress and finished
goods determined on a full absorption cost basis.
Provision for obsolescence is made wherever necessary.
Net realisable value is the estimated selling price in the ordinary course of business less estimated cost of completion and selling expenses.
Materials and other supplies held for use in the production are not written down below cost if the finished products in which they will be
incorporated are expected to be sold at or above cost. However, when a decline in the price of materials indicate that the cost of the finished
products exceeds net realisable value, the materials are written down to net realisable value. The replacement cost of materials at the year
end has been considered as the best available measure of their net realisable value.
3.16 Cash and cash equivalents
Cash and cash equivalents in the Statement of Assets and Liabilities comprise cash at banks and in hand, cheque at hand / remittance in
transit and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
3.17 Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be
complied with. When the grant relates to revenue, it is recognised in the Statement of Profit and Loss on a systematic basis over the periods
to which it relates. When the grant relates to an asset, it is treated as deferred income and recognised in the Statement of Profit and Loss as
other income on a systematic basis over the useful life of the asset.
Grants that compensate the Group for expenses incurred are recognised in profit or loss as reduction to expense on a systematic basis in the
periods in which the expenses are recognised, unless the conditions for receiving the grant are met after the related expenses have been
recognised.
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All amounts are in INR Million unless otherwise stated
3 Significant accounting policies (continued)
3.18 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of
time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the
period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
3.19 Share capital
Equity shares
Incremental costs directly attributable to the issue of equity shares are recognised as a deduction from equity. Income tax relating to
transaction costs of an equity transaction is accounted for in accordance with Ind AS 12.
3.20 Compound financial instruments
Compound financial instruments have both a financial liability and an equity component from the issuer’s perspective. The components are
defined based on the terms of the financial instrument and presented and measured separately according to their substance. At initial
recognition of a compound financial instrument, the financial liability component is recognized at fair value and the residual amount is
allocated to equity.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the
effective interest method. The equity component of a compound financial instrument is not remeasured subsequently.
3.21 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM).
The CODM assesses the financial performance and position of the Group and makes strategic decisions. The business activities of the Group
comprise of manufacture and supply of electric vehicles, provide services across the electric vehicles value-chain, trading of related
accessories and products. Accordingly, there is no other reportable segment as per Ind AS 108 Operating Segments.
3.22 Recent accounting pronouncements
Forthcoming pronouncements:
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting
Standards) Rules as issued from time to time. During three month period ended June 30, 2023, MCA has not notified any new standards or
amendments to the existing standards applicable to the Company.
New currently effective requirements
The Company has applied the following amendments for the first time for reporting period commencing 1st April, 2023 as per the Companies
(Indian Accounting Standards) Amendment Rules, 2023 issued by MCA on 31st March, 2023:
Ind AS 1 - Presentation of Financial Statements
The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting
policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of
general purpose financial statements.
Ind AS 12 - Income taxes
The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The
amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no
longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences.
Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors
The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in
accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are
“monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if
accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty.
The above amendments listed above did not have any impact on the amounts recognised in current period and are not expected to
significantly affect the future periods.
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262
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VI - Statement of Restated Adjustments to the Audited Consolidated Financial Statements
All amounts are in INR Million unless otherwise stated
PART A : Restatement Adjustments to Audited Consolidated Financial Statements
Reconciliation between total equity as per audited financial statements and restated consolidated financial statements
As at As at As at As at
Particulars
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Total equity (as per audited consolidated financial statements) 21,115.05 23,564.44 36,614.52 19,706.15
Restatement adjustments - - - -
Total equity as per Restated Consolidated Statements of Assets and Liabilities 21,115.05 23,564.44 36,614.52 19,706.15
Reconciliation between total comprehensive loss for the period/year as per audited consolidated financial statements and restated total comprehensive loss as per restated
consolidated financial statements.
For the three months For the For the For the
Particulars period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Consolidated total comprehensive loss (as per audited consolidated financial statements) (2,680.45) (14,716.23) (7,834.81) (2,010.12)
Restatement adjustments - - - -
Restated total comprehensive loss for the period/year as per Restated Consolidated (2,680.45) (14,716.23) (7,834.81) (2,010.12)
Statement of Profit and Loss
PART-B : Non adjusting items
(a) Audit qualifications for the respective period/years, which do not require any adjustment in the Restated Consolidated Financial Statements:
There are no audit qualification in auditor's report for the period/year ended 30 June 2023, 31 March 2023, 31 March 2022 and 31 March 2021.
(b) Emphasis of matters not requiring adjustments to Restated Consolidated Financial Statements
For the three months period ended 30 June 2023:
We draw attention to Note 2.1 to the Special Purpose Consolidated Interim Financial Statements, which describes the basis of accounting. As explained therein, these Special
Purpose Consolidated Interim Financial Statements have been prepared by the Company for the purpose of preparation of the Restated Consolidated Financial Information,
which will be included in the Draft Red Herring Prospectus in connection with the proposed issue of equity shares of the Company by way of a fresh issue and offer for sale of
equity shares by the existing shareholders by way of Initial Public Offer. Accordingly, the Special Purpose Consolidated Interim Financial Statements may not be suitable for any
other purpose and this report should not be used, referred to or distributed for any other purpose.
Our
Thereopinion
are noisEmphasis
not modified in respect
of matters of this matter.
in auditor's report for the year ended 31 March 2023, 31 March 2022 and 31 March 2021.
(c) Statement/ comments included in the Companies (Auditor's Report) Order, 2020 (CARO 2020), which do not require any corrected adjustments in the Restated
Consolidated Financial Statements
In the Consolidated Financial Statements of Ola Electric Mobility Limited (formerly know as Ola Electric Mobility Private Limited)
For the year ended 31 March 2023:
Annexure A to Independent Auditor's Report on the Consolidated financial statements of OLA Electric Mobility private limited for the year ended 31 March 2023
(xxi) In our opinion and according to the information and explanations given to us, following companies incorporated in India and included in the consolidated financial
statements, have unfavourable remarks, qualification or adverse remarks given by the respective auditors in their reports under Companies (Auditor's Report) Order, 2020
(CARO 2020):
Name of the entities CIN Holding Company/Subsidiary Clause number of the CARO report
which is unfavourable or qualified or
OLA Electric Mobility Limited (Formerly known as "OLA Electric U74999KA2017PTCO99619 Holding Company Clause (xvii)
Mobility Private Limited")
OLA Electric Technologies Private Limited U34300KA2021PTC142884 Subsidiary Clause (vii)(a) and (xvii)
For the year ended 31 March 2022:
Annexure A to Independent Auditor's Report on the Consolidated financial statements of OLA Electric Mobility private limited for the year ended 31 March 2022
(xxi) In our opinion and according to the information and explanations given to us, following companies incorporated in India and included in the consolidated financial
statements, have unfavourable remarks, qualification or adverse remarks given by the respective auditors in their reports under Companies (Auditor's Report) Order, 2020
(CARO 2020) and Companies (Auditor's Report) Order, 2016 (CARO 2016):
Name of the entities CIN Holding Company/Subsidiary Clause number of the CARO report
which is unfavourable or qualified or
OLA Electric Mobility Limited (Formerly known as "OLA Electric U74999KA2017PTCO99619 Holding Company Clause (i) (b) and (xvii)
Mobility Private Limited")
OLA Electric Technologies Private Limited* U34300KA2021PTC142884 Subsidiary Clause (i) (b) and (vii)(a)
*reported under the Companies (Auditor's report) Order,2016
In the Standalone Financial Statements of Ola Electric Mobility Limited (formerly know as Ola Electric Mobility Private Limited)
For the year ended 31 March 2023:
Annexure A referred to Independent Auditor's Report to the Members of the Company on the financial statements for the year ended 31 March 2023
(xvii) The company has not incurred cash losses in the current year and incurred cash losses of INR 537.00 million in the immediately preceding financial year.
For the year ended 31 March 2022:
Annexure A referred to Independent Auditor's Report to the Members of the Company on the financial statements for the year ended 31 March 2022
(i) (b) According to the information and explanation given to us, the property, plant and equipment which should have been physically verified by the management, during the
year were not so verified. Hence we are unable to comment on the discrepancies, if any. However, the management has represented to us that the relevant assets would be
covered in the physical verification programme for the subsequent years.
(xvii) The company has incurred cash losses of INR 537.10 million in the current financial year and INR 721.70 million in the immediately preceding financial year.
263
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VI - Statement of Restated Adjustments to the Audited Consolidated Financial Statements
All amounts are in INR Million unless otherwise stated
In the Standalone Financial Statements of Ola Electric Mobility Limited (formerly know as Ola Electric Mobility Private Limited) (continued)
For the year ended 31 March 2021:
Annexure A referred to Independent Auditor's Report to the Members of the Company on the financial statements for the year ended 31 March 2021
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books
of account in respect of undisputed statutory dues including provident fund, employees' state insurance, income tax, duty of customs, goods and services tax, cess and any
other material statutory dues have generally been regularly deposited during the period by the Company with the appropriate authorities though there has been slight delay in
a few cases. As explained to us, the Company did not have any dues on account of employees' state insurance, excise duty, value added tax, sales tax, duty of customs and
service tax.
According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of
Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in arrears as at 31 March 2021 for a
period of more than six months from the date they became payable.
In the Standalone Financial Statements of OLA Electric Technologies Private Limited
For the year ended 31 March 2023:
Annexure A referred to Independent Auditor's Report to the Members of the Company on the financial statements for the year ended 31 March 2023
(vii)(a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory
dues has been subsumed into GST.
According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in
the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, or Cess or other
statutory dues have been generally regularly deposited by the Company with the appropriate authorities, though there has been a slight delay in a few cases of Provident Fund,
Employees State Insurance and Professional Tax .
According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of
Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in arrears as at 31 March 2023 for a
period of more than six months from the date they became payable.
(xvii) The Company has incurred cash losses of INR 11,643.50 million in the current financial year and INR 5,903.80 million in the immediately preceding financial year.
For the year ended 31 March 2022:
Annexure A referred to Independent Auditor's Report to the Members of the Company on the financial statements for the year ended 31 March 2022
(i)(b) According to the information and explanation given to us, the property, plant and equipment which should have been physically verified by the management, during the
period were not so verified as the company has been incorporated in the current period itself. Hence we are unable to comment on the discrepancies, if any. However, the
management has represented to us that the relevant assets were verified during the process of its tagging, and would be covered in the physical verification programme for the
subsequent years.
(vii)(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books
of account in respect of undisputed statutory dues including provident fund, employees' state insurance, income tax, duty of customs, goods and services tax, cess and any
other material statutory dues have generally been regularly deposited during the period by the Company with the appropriate authorities though there has been slight delay in
a few cases. As explained to us, the Company did not have any dues on account of sales tax, value added tax, service tax and duty of excise.
According to information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income tax, duty of customs
and goods and service tax, cess and any other materials statutory dues were in arrears as at 31 March 2022 for a period of more than six months from the date they become
payable
As per our report of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of
Chartered Accountants Ola Electric Mobility Limited
Firm's Registration No. 101248W/W-100022 (formerly known as Ola Electric Mobility Private Limited)
Umang Banka Bhavish Aggarwal Krishnamurthy Venugopala Tenneti
Partner Director Director
Membership No : 223018 DIN : 03287473 DIN : 01338477
Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : 14 December 2023 Date : 14 December 2023 Date : 14 December 2023
Pramendra Tomar Harish Abichandani
Company Secretary Chief Financial Officer
Place : Bengaluru Place : Bengaluru
Date : 14 December 2023 Date : 14 December 2023
264
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements
All amounts are in INR Million unless otherwise stated
4A. Property, plant and equipment
Reconciliation of carrying amount
Plant & Office Electronic Leasehold Motor Furniture and Computer Computer
Particulars Buildings* Total
Machinery equipment Equipment improvements vehicles fixtures equipment Server
Gross carrying amount
Balance as at 1 April 2020 - 138.00 2.70 8.30 12.50 0.20 0.30 9.70 4.10 175.80
Additions - 132.40 7.90 1.10 37.50 - 3.70 16.00 3.00 201.60
Disposals - (123.10) (0.20) (0.10) (1.00) - (0.10) (0.60) - (125.10)
Balance as at 31 March 2021 - 147.30 10.40 9.30 49.00 0.20 3.90 25.10 7.10 252.30
Additions 3,008.60 4,485.60 52.10 7.20 3.50 29.40 29.50 63.00 34.70 7,713.60
Disposals - (0.10) (0.60) (0.30) (13.90) - (0.20) - (0.10) (15.20)
Balance as at 31 March 2022 3,008.60 4,632.80 61.90 16.20 38.60 29.60 33.20 88.10 41.70 7,950.70
Additions 320.70 1,462.00 59.21 5.52 277.59 142.91 19.89 70.06 165.54 2,523.42
Disposals - - - - - (4.54) - - - (4.54)
Balance as at 31 March 2023 3,329.30 6,094.80 121.11 21.72 316.19 167.97 53.09 158.16 207.24 10,469.58
Additions - 28.84 - - - 1.20 - 0.20 - 30.24
Disposals - - - - - (15.72) - - - (15.72)
Balance as at 30 June 2023 3,329.30 6,123.64 121.11 21.72 316.19 153.45 53.09 158.36 207.24 10,484.10
Accumulated depreciation and impairment losses
Balance as at 1 April 2020 - 37.57 0.40 4.60 1.40 - - 7.60 0.50 52.07
Depreciation - 49.01 4.20 3.61 10.40 0.10 1.80 5.47 1.71 76.30
Disposals - (51.07) (0.10) (0.01) (0.10) - - (0.59) - (51.87)
Balance as at 31 March 2021 - 35.51 4.50 8.20 11.70 0.10 1.80 12.48 2.21 76.50
Depreciation 57.20 187.80 6.20 2.10 3.90 2.00 2.00 11.50 5.80 278.50
Disposals - (0.20) (0.30) (0.30) (3.20) - - - - (4.00)
Impairment (refer note 47) - 61.90 1.40 0.30 22.90 - 1.20 1.30 - 89.00
Balance as at 31 March 2022 57.20 285.01 11.80 10.30 35.30 2.10 5.00 25.28 8.01 440.00
Depreciation 211.60 832.79 18.40 4.29 26.19 57.27 4.60 38.92 25.19 1,219.25
Disposals - - - - - (0.89) - - - (0.89)
Balance as at 31 March 2023 268.80 1,117.80 30.20 14.59 61.49 58.48 9.60 64.20 33.20 1,658.36
Depreciation 53.50 225.30 6.00 1.10 13.20 17.65 1.30 12.00 8.50 338.55
Disposals - - - - - (6.06) - - - (6.06)
Balance as at 30 June 2023 322.30 1,343.10 36.20 15.69 74.69 70.07 10.90 76.20 41.70 1990.85
Carrying amount (net)
As at 31 March 2021 - 111.79 5.90 1.10 37.30 0.10 2.10 12.62 4.89 175.80
As at 31 March 2022 2,951.40 4,347.79 50.10 5.90 3.30 27.50 28.20 62.82 33.69 7,510.70
As at 31 March 2023 3,060.50 4,977.00 90.91 7.13 254.70 109.49 43.49 93.96 174.04 8,811.22
As at 30 June 2023 3,007.00 4,780.54 84.91 6.03 241.50 83.38 42.19 82.16 165.54 8,493.25
*Building is constructed on land taken on lease for a period of 99 years from Government of Tamilnadu located at Pochampalli, Krishnagiri district, Tamilnadu.
265
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
4B. Capital work-in-progress
As at 30 June As at 31 March As at 31 March As at 31 March
Particulars 2023 2023 2022 2021
Balance at the beginning of the period/year 1,309.14 183.53 48.63 9.43
Additions during the period/year 996.98 3,649.03 7,848.50 240.80
Capitalized during the period/year (30.24) (2,523.42) (7,713.60) (201.60)
Balance at the end of the period/ year 2,275.88 1,309.14 183.53 48.63
Capital work-in-progress ageing schedule as at 30 June 2023
Amount in Capital work in progress for a period of
Particulars Total
< 1 year 1-2 years 2-3 years > 3 years
Projects in progress 2,228.58 47.20 0.10 - 2,275.88
Capital work-in-progress ageing schedule as at 31 March 2023
Amount in Capital work in progress for a period of
Particulars Total
< 1 year 1-2 years 2-3 years > 3 years
Projects in progress 1,303.86 5.28 - - 1,309.14
Capital work-in-progress ageing schedule as at 31 March 2022
Amount in Capital work in progress for a period of
Particulars Total
< 1 year 1-2 years 2-3 years > 3 years
Projects in progress 151.14 32.39 - - 183.53
Capital work-in-progress ageing schedule as at 31 March 2021
Amount in Capital work in progress for a period of
Particulars Total
< 1 year 1-2 years 2-3 years > 3 years
Projects in progress 47.92 0.71 - - 48.63
Note
There are no projects for which completion is overdue compared to original plan and no costs exceeding budgeted cost.
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266
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
5. Right-of-use assets
Reconciliation of carrying amount
Particulars Land Premises Buildings E-Rickshaw Total
Gross carrying amount
Balance as at 1 April 2020 5.03 - 36.70 22.12 63.85
Additions 332.80 - - - 332.80
Derecognition of right-of-use assets - - - (22.12) (22.12)
Balance as at 31 March 2021 337.83 - 36.70 - 374.53
Additions 552.40 527.70 - - 1,080.10
Derecognition of right-of-use assets (5.00) - (36.70) - (41.70)
Balance as at 31 March 2022 885.23 527.70 - - 1,412.93
Additions 10.61 12.27 - - 22.88
Derecognition of right-of-use assets - - - - -
Balance as at 31 March 2023 895.84 539.97 - - 1,435.81
Additions - - - - -
Derecognition of right-of-use assets - - - - -
Balance as at 30 June 2023 895.84 539.97 - - 1,435.81
Accumulated depreciation
Balance as at 1 April 2020 0.04 - 6.00 13.65 19.69
Depreciation 1.66 - 6.92 8.42 17.00
Derecognition of right-of-use assets - - - (22.07) (22.07)
Balance as at 31 March 2021 1.70 - 12.92 - 14.62
Depreciation 5.50 16.70 - - 22.20
Derecognition of right-of-use assets (1.00) - (12.92) - (13.92)
Balance as at 31 March 2022 6.20 16.70 - - 22.90
Depreciation 9.01 106.03 - - 115.04
Derecognition of right-of-use assets - - - - -
Balance as at 31 March 2023 15.21 122.73 - - 137.94
Depreciation 2.25 26.36 - - 28.61
Derecognition of right-of-use assets - - - - -
Balance as at 30 June 2023 17.46 149.09 - - 166.55
Carrying Amount (net)
As at 31 March 2021 336.13 - 23.78 - 359.96
As at 31 March 2022 879.03 511.00 - - 1,390.03
As at 31 March 2023 880.63 417.24 - - 1,297.87
As at 30 June 2023 878.38 390.88 - - 1,269.26
Note:
a) The Group is lessee of above immovable properties, hence the title deeds of immovable properties are not applicable.
b) Addition to Right-of-use assets on land is net off capital grant aggregating to 30 June 2023: Nil (31 March 2023: Nil, 31 March 2022 : INR 340 million, 31 March 2021 : INR 340
million).
c) Land is taken on lease for a period of 99 years and is amortised accordingly.
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267
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
6A. Intangible Assets
Reconciliation of carrying amount
Computer Product development Total other Total intangible
Particulars Domain name Trade Name Goodwill
Software (internally generated) intangible assets assets
(A) (B) ( C) (D) ( E)= (A+B+C+D) (F) (G)=( E)+(F)
Gross carrying amount
Balance as at 1 April 2020 19.70 0.50 103.40 42.00 165.60 61.90 227.50
Additions 84.30 10.39 - 126.60 221.29 - 221.29
Acquisition through Business combination (refer note 42) - 2.47 - 92.23 94.70 78.85 173.55
Balance as at 31 March 2021 104.00 13.36 103.40 260.83 481.59 140.75 622.34
Additions 133.80 - - 1,103.30 1,237.10 - 1,237.10
Balance as at 31 March 2022 237.80 13.36 103.40 1,364.13 1,718.69 140.75 1,859.44
Additions 59.78 - - 1,100.15 1,159.93 - 1,159.93
Balance as at 31 March 2023 297.58 13.36 103.40 2,464.28 2,878.62 140.75 3,019.37
Additions 1.00 - - 10.05 11.05 - 11.05
Balance as at 30 June 2023 298.58 13.36 103.40 2,474.33 2,889.67 140.75 3,030.42
-
Accumulated amortisation and impairment losses -
Balance as at 1 April 2020 3.60 0.10 - 9.75 13.45 - 13.45
Amortisation 17.88 1.37 - 83.65 102.90 - 102.90
Balance as at 31 March 2021 21.48 1.47 - 93.40 116.35 - 116.35
Amortisation 56.90 1.10 - 131.10 189.10 - 189.10
Impairment (refer note 47) 12.40 10.40 - 107.70 130.50 78.85 209.35
Balance as at 31 March 2022 90.78 12.97 - 332.20 435.95 78.85 514.80
Amortisation 87.47 - - 337.41 424.88 - 424.88
Balance as at 31 March 2023 178.25 12.97 - 669.61 860.83 78.85 939.68
Amortisation 22.40 - - 110.95 133.35 - 133.35
Balance as at 30 June 2023 200.65 12.97 - 780.56 994.18 78.85 1,073.03
Carrying amount (net)
As at 31 March 2021 82.52 11.89 103.40 167.43 365.24 140.75 505.99
As at 31 March 2022 147.02 0.39 103.40 1,031.93 1,282.74 61.90 1,344.64
As at 31 March 2023 119.33 0.39 103.40 1,794.67 2,017.79 61.90 2,079.69
As at 30 June 2023 97.93 0.39 103.40 1,693.77 1,895.49 61.90 1,957.39
Allocation of goodwill to cash generating units:
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to cash generating units (CGU). On each annual reporting date, the Group reviews the goodwill for any impairment, which is represented through
CGU's.
Goodwill has been allocated for impairment testing purposes to the following cash-generating units:
As at As at As at As at
Cash generating Unit
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Electric vehicle 61.90 61.90 61.90 61.90
Etergo BV - - - 78.85
Total 61.90 61.90 61.90 140.75
At the end of each reporting period presented, the recoverable amount of a CGU is higher of its fair value less cost to sell and its value-in-use. The value in use is determined based on the specific calculations. These calculations are based on net
present value of cash flow projections over a period of five years discounted at the rate of 10% (FY 2022-23 -10%, 2021-22- 10%, 2020-21- 10%). The group has not considered any terminal growth rate for the purpose of the assessment.
The Group has ceased the business at Etergo BV in the financial year ended 31 March 2022. Pursuant to this, the Group has impaired goodwill of the Etergo BV CGU. The impairment loss has been booked as the management’s estimate of the
recoverable value of assets is Nil as there is no future business plan at Etergo B.V (refer note 47).
In relation to electric vehicle CGU, after considering the effects of reasonable possible change in key assumptions, the estimated recoverable amount of the CGU exceeded its carrying amount, hence impairment is not required.
268
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
6B. Intangible assets under development
As at As at As at As at
Particulars
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Balance at the beginning of the period/year 3,762.64 646.50 378.80 82.80
Additions during the period/year 827.35 4,216.29 1,601.50 366.20
Capitalized during the period/year (10.05) (1,100.15) (1,237.10) (70.20)
Battery cells converted to inventory of traded goods during the period/year - - (96.70) -
Balance at the end of the period/year 4,579.94 3,762.64 646.50 378.80
Intangible assets under development ageing schedule as at 30 June 2023
Amount in intangible assets under development for a period of
Particulars Total
< 1 year 1-2 years 2-3 years > 3 years
Projects in progress 3,731.74 843.21 4.99 - 4,579.94
Intangible assets under development ageing schedule as at 31 March 2023
Amount in intangible assets under development for a period of
Particulars Total
< 1 year 1-2 years 2-3 years > 3 years
Projects in progress 3,471.15 286.50 4.99 - 3,762.64
Intangible assets under development ageing schedule as at 31 March 2022
Amount in intangible assets under development for a period of
Particulars Total
< 1 year 1-2 years 2-3 years > 3 years
Projects in progress 416.00 230.50 - - 646.50
Intangible assets under development ageing schedule as at 31 March 2021
Amount in intangible assets under development for a period of
Particulars Total
< 1 year 1-2 years 2-3 years > 3 years
Projects in progress 287.30 91.50 - - 378.80
Note:
The Group does not have any Intangible asset under development which is overdue or has exceeded its cost compared to its original plan.
The Group is in the process of developing the below products-
(i) Scooters (S1 Pro Gen2, S1 Air, S1 X and others) - The intangibles include expenses incurred on the design and development of two wheeler (2W) scooters which
comprises cost of manpower in development of vehicle design and engineering, materials and services used in testing activities, prototype tooling cost etc.
(ii) Move OS 4 software - The intangibles include expenses incurred on the development of Move OS 4 vehicle software which comprises of cost of manpower in development of software
features and cost of software licenses.
(iii) Four-wheelers - The intangibles include expenses incurred on the design and development of four-wheelers (4Ws) which comprises cost of manpower in development of vehicle design
and engineering, materials and services used in testing activities, prototype tooling cost etc.
(iv) Battery Cell - The intangibles include expenses incurred on the battery cell design and development which comprises cost of manpower in development of cell design and engineering,
materials and services used in testing activities, prototypes cost, etc.
(v) Hyper-chargers - The intangibles include expenses incurred on the hyperchargers design and development which comprises cost of manpower in development of cell design and
engineering, materials and services used in testing activities, prototypes cost, etc.
(vi) Bikes (Diamond Head, Cyber Racer, Roadster, Cruiser and Adventure) - The intangibles include expenses incurred on the design and development of bikes which
comprises cost of manpower in development of vehicle design and engineering, materials and services used in testing activities, prototype tooling cost etc.
<This space is intentionally left blank>
269
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
As at As at As at As at
7. Investments
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Non-Current investments, unquoted
Carried at fair value through other comprehensive income
Investments in preference instruments
277,459 (31 March 2023: 277,459, 31 March 2022: 277,459, 31 March 2021: Nil) Series D Preferred 378.60 378.60 378.60 -
Shares of StoreDot Ltd, of NIS 0.10 each, fully paid-up
378.60 378.60 378.60 -
Current investments, unquoted
Measured at fair value through profit and loss
Investments in Mutual Funds
Nil (31 March 2023: Nil, 31 March 2022: 2,636,776, 31 March 2021: 1,976,100) units of Aditya Birla - - 788.16 567.48
Sunlife Money Manager Fund - Growth-Direct Plan
Nil (31 March 2023: Nil, 31 March 2022: Nil, 31 March 2021: 187,673)units of Kotak Money market - - - - 653.82
Direct Plan - Growth
Nil (31 March 2023: Nil, 31 March 2022: 266,532, 31 March 2021: 251,142 )units of Nippon India - - 893.03 808.87
Money Market Fund - Direct Growth Plan Growth Option
Nil (31 March 2023: Nil, March 2022: 2,036,599, 31 March 2021: 2,019,370)units of ICICI Prudential - - 625.02 596.28
Money Market Fund - Direct Plan - Growth
Nil (31 March 2023: Nil, 31 March 2022: 132,925, 31 March 2021: 137,033) units of HDFC Money - - 618.74 613.08
Market Fund - Direct Plan - Growth Option
Nil (31 March 2023: Nil, 31 March 2022: 20,661,881, 31 March 2021: 17,583,147 ) units of SBI savings - - 734.77 601.27
Fund - Direct Plan - Growth
Nil (31 March 2023: Nil, 31 March 2022: Nil, 31 March 2021: 122,446) units of UTI Money Market - - - - 293.28
Direct growth Plan
Nil (31 March 2023: Nil, 31 March 2022: Nil, 31 March 2021: 15,540) units of Nippon - Direct growth - - - 50.05
Plan
Nil (31 March 2023: Nil, 31 March 2022: 1,596,146, 31 March 2021: 588,801) units of ICICI Prudential - - 503.20 179.43
Liquid Fund - Direct Plan - Growth
Nil (31 March 2023: Nil, 31 March 2022: 96,527, 31 March 2021: 31,725) units of Nippon India Liquid - - - 502.72 159.66
Direct Growth Plan Growth Option
Nil (31 March 2023: Nil, 31 March 2022: 2,195,428, 31 March 2021: 92,896) units of Aditya Birla - - 753.31 30.80
Sunlife Money Liquid Fund - Growth Direct Plan - Growth Option
Nil (31 March 2023: Nil, 31 March 2022: 58,408, 31 March 2021: Nil ) units of Kotak Liquid Fund Direct - - 251.33 -
Plan Growth Option
Nil (31 March 2023: Nil, 31 March 2022: 150,806, 31 March 2021: Nil ) units of SBI Liquid Fund Direct - - 502.65 -
Growth
Nil (31 March 2023: Nil, 31 March 2022: 312,353, 31 March 2021: Nil ) units of HDFC Liquid Fund - - - 1,307.12 -
Direct Plan - Growth Option
Nil (31 March 2023: Nil, 31 March 2022: 97,757, 31 March 2021: Nil ) units of IDFC Cash Fund - Direct - - 251.33 -
Plan
Nil (31 March 2023: Nil, 31 March 2022: 212,638, 31 March 2021: Nil ) units of AXIS Liquid Fund - - - 502.69 -
Direct Growth
Nil (31 March 2023: Nil, 31 March 2022: 144,111, 31 March 2021: Nil ) units of UTI Liquid Cash Plan - - - 502.67 -
Direct Plan Growth
317,922 (31 March 2023: 318,133, 31 March 2022: 437,518, 31 March 2021: Nil) units of Aditya Birla 391.80 385.72 503.01 -
Sunlife Overnight Fund - Growth Direct Plan
2,782,113 (31 March 2023: 2,783,487, 31 March 2022: 4,408,577, 31 March 2021: Nil) units of Nippon 340.34 335.03 503.10 -
India Overnight Fund - Direct Growth Plan
82,682 (31 March 2023: 106,653, 31 March 2022:159,291, 31 March 2021 : Nil) units of HDFC 279.70 354.99 502.95 -
Overnight Fund - Direct Plan - Growth Option
100,041 (31 March 2023: 100,135, 31 March 2022: 115,568, 31 March 2021 : Nil) SBI Overnight Fund 371.00 365.40 400.02 -
Direct Growth
Nil (31 March 2023: 221,681, 31 March 2022 : Nil, 31 March 2022 : Nil) IDFC Overnight Fund Direct - 265.00 - -
Growth Plan
221,681 (31 March 2023: Nil, 31 March 2022 : Nil, 31 March 2022 : Nil) Bandhan Overnight Fund 269.30 - - -
Direct Growth Plan
287,825 (31 March 2023: 221,631, 31 March 2022 : Nil, 31 March 2021 : Nil) Kotak Overnight Fund 349.80 265.00 - -
Direct Growth Plan
44,180 (31 March 2023: 44,180, 31 March 2022 : Nil, 31 March 2021 : Nil) Baroda BNP Paribas 52.86 52.00 - -
Overnight Fund Direct Growth Plan
296,379 (31 March 2023: 296,537, 31 March 2022 : Nil, 31 March 2021 : Nil) ICICI Overnight Fund 364.00 358.40 - -
Direct Growth Plan
2,418.80 2,381.54 10,645.82 4,554.02
Aggregate amount of unquoted non current investments 378.60 378.60 378.60 -
Aggregate amount of unquoted current investments 2,418.80 2,381.54 10,645.82 4,554.02
Aggregate amount of impairment in value of investments - - - -
<This space is intentionally left blank>
270
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
8. Other financial assets As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 Mar 2021
Non-current
Unsecured, considered good
Bank deposits* 331.44 270.95 205.80 -
Interest accrued on bank deposits - - 22.06 -
Security deposits 66.52 64.54 23.74 16.30
Government incentive** 1,227.58 1,197.57 - -
1,625.54 1,533.06 251.60 16.30
Current
Unsecured, considered good
Interest accrued on bank deposits - - 128.01 204.00
Security deposits 68.97 55.05 43.40 8.90
Government incentive** 181.73 181.73 - -
Receivables towards sale of property, plant and equipment - - - 16.60
Receivable from government authorities (refer note 30) 5,773.97 3,867.75 - -
Other receivables 126.30 121.51 270.60 -
6,150.97 4,226.04 442.01 229.50
Unsecured, considered doubtful
Receivable from government authorities (refer note 30) 404.34 388.53 - -
Less: Provision on receivable from government authorities (404.34) (388.53) - -
- - - -
Receivables towards sale of property, plant and equipment 7.50 7.50 7.50 -
Less: Provision on receivables towards sale of property, plant and equipment (7.50) (7.50) (7.50) -
- - - -
Related parties, unsecured, considered good
Security Deposits - - 5.40 7.60
Receivables from related parties (net) (refer note 35)*** 1,222.73 1,237.01 178.95 26.50
7,373.70 5,463.05 626.36 263.60
8,999.24 6,996.11 877.96 279.90
Notes:
* Bank deposits include restricted bank balances of INR 331.40 million (31 March 2023: INR 271.00 million, 31 March 2022: INR 205.80 million, 31 March 2021: Nil). The restrictions are
primarily on account of bank balances held as lien against non-fund based letter of credit facilities availed by the subsidiary, Ola Electric Technologies Private Limited.
** Ola Electric Technologies Private Limited has entered into a Memorandum of Understanding (MOU) with Government of Tamil nadu and has been awarded a structured package of
capital and revenue assistance for setting up an industrial project in Tamil nadu. As per the award, the Company on the fulfilment of the investment and other conditions as mentioned
is entitled to capital and revenue assistance. During the year ended 31 March 2023, the Company has met the eligibility conditions and is reasonably assured that the overall criteria
will also be met over the time as stipulated in the award. Accordingly, Ola Electric Technologies Private Limited has recognized revenue grant aggregating to INR 16.9 million (31 March
2023: INR 62.60 million, 31 March 2022: Nil, 31 March 2021: Nil) as reduction to related expenses. INR 12.80 million (31 March 2023: 35.40 million, 31 March 2022: Nil, 31 March
2021: Nil) as other income and capital grant aggregating to INR 1,758.40 Million (31 March 2023: INR 1,758.40 Million, 31 March 2022: Nil, 31 March 2021: Nil) which is discounted at
a value of INR 1217.29 million (31 March 2023: INR 1217.29 million, 31 March 2022: Nil, 31 March 2021: Nil) and recognized as deferred grant. The Company has recognised the
interest income amounting to INR 20.93 million (31 March 2023: INR 69.20 million, 31 March 2022: Nil, 31 March 2021: Nil) and deferred grant revenue aggregating to INR 36.30
million (31 March 2023: INR 169.20 million, 31 March 2022: Nil, 31 March 2021: Nil).
*** Includes amounts cross charged to related parties towards reimbursement of expenses aggregating INR 718.41 million (31 March 2023: INR 551.68 million, 31 March 2022 : INR
155.05 million, 31 March 2021: INR 25.40 million). It further includes an amount of INR 504.30 million (31 March 2023: INR 685.30 million, 31 March 2022: INR 23.90 million, 31 March
2021: INR 1.10 million) towards sale of two-wheeler which is collected by OFS on behalf of the Group.
As at As at As at As at
Movement of Provision on receivable from government authorities
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Balance at the beginning of the period/year 388.53 - - -
Provision made during the period/year 15.81 388.53 - -
Utilised during the period/year - - - -
Balance at the end of the period/year 404.34 388.53 - -
9. Other tax assets (net) As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Non-current
Tax deducted at source, net of advance tax and provisions 55.82 52.86 89.10 83.80
55.82 52.86 89.10 83.80
10. Other assets As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Non-current
Unsecured, considered good
Capital advances 1,548.38 946.02 901.06 534.81
Balances with government authorities 958.64 917.06 627.56 325.33
Prepayments 122.19 147.19 - -
2,629.21 2,010.27 1,528.62 860.14
Current
Unsecured, considered good
Advances to employees 10.81 9.14 8.40 4.72
Advance to suppliers 848.20 729.39 1,829.90 111.35
Balances with government authorities 4,160.26 3,615.05 3,331.64 7.60
Prepayments 267.09 321.09 221.19 60.40
Other receivables 2.94 2.04 9.30 -
5,289.30 4,676.71 5,400.43 184.07
11. Inventories As at As at As at As at
(at lower of cost and net realisable value) 30 June 2023 31 March 2023 31 March 2022 31 March 2021
Raw materials [Includes in transit INR 2,138.95 million (31 March 2023: INR 1,365.60 million, 31 3,787.68 3,425.35 1,193.97 -
March 2022: INR 46.40 million, 31 March 2021: Nil)]
Work-in-progress 118.47 25.40 26.19 -
Finished goods -
Two Wheeler 2,380.51 2,172.89 1,454.70 -
Stock-in-trade 83.68 162.02 141.90 32.22
Spare parts 21.83 10.50 11.60 -
Consumables 44.82 43.44 14.53 -
6,436.99 5,839.60 2,842.89 32.22
271
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
11. Inventories (continued)
During the period/ year ended the Group has written down its inventory of raw material by 30 June 2023: INR 6.60 million (31 March 2023: Nil, 31 March 2022: INR 615.90 million, 31
March 2021: Nil) and inventory of finished goods by 30 June 2023: 78.00 million (31 March 2023: INR 194.50 million, 31 March 2022: INR 133.00 million, 31 March 2021: Nil) to bring it
down to its net realisable value.
Raw Materials is net-off provision towards slow moving inventory for the period/ year ended 30 June 2023: INR 94.80 million (31 March 2023: INR 94.80 million, 31 March 2022: Nil, 31
March 2021: Nil).
Work-in Progress is net-off provision towards slow moving inventory for the period/year ended 30 June 2023: INR 5 million (31 March 2023: INR 5 million, 31 March 2022: Nil, 31
March 2021: Nil).
Carrying amount of inventories pledged as securities for borrowings, refer note 16.
12. Trade receivables As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Trade receivables - unsecured, considered good 925.60 842.54 152.20 3.80
Trade receivables - credit impaired 0.23 0.23 0.23 0.58
Total trade receivables 925.83 842.77 152.43 4.38
Less: Allowance for expected credit losses (0.23) (0.23) (0.23) (0.58)
Net trade receivables 925.60 842.54 152.20 3.80
Of the above, trade receivables from related parties are as below:
Trade receivables due from related parties (refer note 35) 925.60 842.47 152.20 -
Less: Allowance for expected credit losses - - - -
Net trade receivables 925.60 842.47 152.20 -
Trade receivables ageing schedule as at 30 June 2023
Outstanding for following periods from date of the transaction
Particulars Total
Not due < 1 year 1-2 years 2-3 years > 3 years
Undisputed Trade receivable – considered good - 909.76 15.84 - - 925.60
Undisputed Trade receivable – credit impaired - - 0.23 - - 0.23
Total trade receivables - 909.76 16.07 - - 925.83
Allowance for expected credit losses - - (0.23) - - (0.23)
Net trade receivables - 909.76 15.84 - - 925.60
Trade receivables ageing schedule as at 31 March 2023
Outstanding for following periods from date of the transaction
Particulars Total
Not due < 1 year 1-2 years 2-3 years > 3 years
Undisputed Trade receivable – considered good - 842.54 - - - 842.54
Undisputed Trade receivable – credit impaired - - - 0.23 - 0.23
Total trade receivables - 842.54 - 0.23 - 842.77
Allowance for expected credit losses - - - (0.23) - (0.23)
Net trade receivables - 842.54 - - - 842.54
Trade receivables ageing schedule as at 31 March 2022
Outstanding for following periods from date of the transaction
Particulars Total
Not due < 1 year 1-2 years 2-3 years > 3 years
Undisputed Trade receivable – considered good - 152.20 - - - 152.20
Undisputed Trade receivable – credit impaired - - 0.23 - - 0.23
Total trade receivables - 152.20 0.23 - - 152.43
Allowance for expected credit losses - - (0.23) - - (0.23)
Net trade receivables - 152.20 - - - 152.20
Trade receivables ageing schedule as at 31 March 2021
Outstanding for following periods from date of the transaction
Particulars Total
Not due < 1 year 1-2 years 2-3 years > 3 years
Undisputed Trade receivable – considered good - 3.80 - - - 3.80
Undisputed Trade receivable – credit impaired - 0.58 - - - 0.58
Total trade receivables - 4.38 - - - 4.38
Allowance for expected credit losses - (0.58) - - - (0.58)
Net trade receivables - 3.80 - - - 3.80
13. Cash and bank balances As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Cash and cash equivalents
Cash in hand 0.01 0.01 0.01 -
Balances with banks
- in current accounts 609.27 624.28 1,150.00 3,277.43
- in deposit accounts (with original maturity of less than 3 months) 1,707.80 1,804.80 11,200.00 304.50
2,317.08 2,429.09 12,350.01 3,581.93
Bank balances other than cash and cash equivalents
- Earmarked deposits with banks* 6,972.47 7,009.40 6,177.80 907.20
- in deposit accounts 2,112.33 5,854.41 2,439.80 9,170.14
(with original maturity of more than three months but less than
twelve months)
9,084.80 12,863.81 8,617.60 10,077.34
*represents restricted bank balances of INR 6,972.47 million (31 March 2023: INR 7,009.40 million, 31 March 2022: INR 6,177.80 million, 31 March 2021: INR 907.20 million). The
restrictions are primarily on account of bank balances held as lien against non-fund based letter of credit facilities availed by subsidiary, Ola Electric Technologies Private Limited.
272
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
14. Share Capital
14A Equity share capital and Instruments entirely equity in nature - As at As at As at As at
Compulsorily Convertible Preference Shares (CCPS) 30 June 2023 31 March 2023 31 March 2022 31 March 2021
Authorised
1,954,084,979 (31 March 2023: 1,954,084,979, 31 March 2022: 1,954,084,979, 31 March 2021: 19,540.85 19,540.85 19,540.85 0.10
10,000) Ordinary Equity Shares of INR 10 each
1,364,993 (31 March 2023: 1,364,993, 31 March 2022: 1,364,993, 31 March 2021: 7) Class B 13.66 13.66 13.66 ^
Equity Shares of INR 10 each
580,707,022 (31 March 2023: 580,707,022, 31 March 2022: 580,707,022, 31 March 2021: 2,978) 5,807.07 5,807.07 5,807.07 0.03
Series A Compulsorily Convertible Preference Shares of INR 10 each
847,075,656 (31 March 2023: 847,075,656, 31 March 2022: 847,075,656, 31 March 2021: 8,470.76 8,470.76 8,470.76 221.99
22,199,160) Series B Compulsorily Convertible Preference Shares of INR 10 each
45,044,769 (31 March 2023: 45,044,769, 31 March 2022: 45,044,769, 31 March 2021: Nil) Series 450.45 450.45 450.45 -
C1 Compulsorily Convertible Preference Shares of INR 10 each
240,823,765 (31 March 2023: 240,823,765, 31 March 2022: 240,823,765, 31 March 2021: Nil) 2,408.24 2,408.24 2,408.24 -
Series C Compulsorily Convertible Preference Shares of INR 10 each
150,000,000 (31 March 2023: 150,000,000, 31 March 2022: 150,000,000, 31 March 2021: Nil) 1,500.00 1,500.00 1,500.00 -
Series D Compulsorily Convertible Preference Shares of INR 10 each
Nil (31 March 2023: 6,222,230, 31 March 2022: 6,222,230, 31 March 2021: Nil) unclassified - 62.22 62.22 -
Shares of INR 10 each
1,658,222,230 (31 March 2023: Nil, 31 March 2022: Nil, 31 March 2021: Nil) Series E 16,582.22 - - -
Compulsorily Convertible Preference Shares of ₹ 10 each
54,773.25 38,253.25 38,253.25 222.12
Equity shares of INR 10 each issued, subscribed and fully paid-up
1,954,084,979 (31 March 2023: 1,954,084,979, 31 March 2022: 1,954,084,979, 31 March 2021:
19,540.85 19,540.85 19,540.85 0.10
10,000) Ordinary Equity Shares of INR 10 each
1,364,993 (31 March 2023: 1,364,993, 31 March 2022: 1,364,993, 31 March 2021: 7) Class B 13.65 13.65 13.65 ^
Equity Shares of INR 10 each
19,554.50 19,554.50 19,554.50 0.10
Compulsorily Convertible Preference Shares (CCPS) of INR 10 each
issued, subscribed and fully paid-up
580,707,022 (31 March 2023: 580,707,022, 31 March 2022: 580,707,022, 31 March 2021: 2,978)
5,807.07 5,807.07 5,807.07 0.03
Series A Compulsorily Convertible Preference Shares of INR 10 each
847,075,656 (31 March 2023: 847,075,656, 31 March 2022: 847,075,656, 31 March 2021: 4,344)
8,470.76 8,470.76 8,470.76 0.04
Series B Compulsorily Convertible Preference Shares of INR 10 each
45,044,769 (31 March 2023: 45,044,769, 31 March 2022: 45,044,769, 31 March 2021: Nil) Series
450.45 450.45 450.45 -
C1 Compulsorily Convertible Preference Shares of INR 10 each
239,939,690 (31 March 2023: 239,939,690, 31 March 2022: 239,939,690, 31 March 2021: Nil)
2,399.40 2,399.40 2,399.40 -
Series C Compulsorily Convertible Preference Shares of INR 10 each
96,928,809 (31 March 2023: 96,928,809, 31 March 2022: 91,357,276, 31 March 2021: Nil) Series
969.29 969.29 913.57 -
D Compulsorily Convertible Preference Shares of INR 10 each
18,096.97 18,096.97 18,041.25 0.07
a. Reconciliation of shares outstanding at the beginning and at the end of reporting period/year
i. Equity shares of INR 10 each, fully paid-up As at 30 June 2023 As at 31 March 2023
Number of shares Amount Number of shares Amount
Ordinary Equity Shares
At the commencement of the period/year 1,954,084,979 19,540.85 1,954,084,979 19,540.85
At the end of the period/year 1,954,084,979 19,540.85 1,954,084,979 19,540.85
Class B Equity Shares
At the commencement of the period/year 1,364,993 13.65 1,364,993 13.65
At the end of the period/year 1,364,993 13.65 1,364,993 13.65
-
i. Equity shares of INR 10 each, fully paid-up As at 31 March 2022 As at 31 March 2021
Number of shares Amount Number of shares Amount
Ordinary Equity Shares
At the commencement of the year 10,000 0.10 10,000 0.10
Shares issued under Employee Stock Option Plan (ESOP) 21 ^ - -
Issue of bonus shares during the year (refer note 'g' below) 1,954,074,958 19,540.75 - -
At the end of the year 1,954,084,979 19,540.85 10,000 0.10
Class B Equity Shares
At the commencement of the year 7 ^ 7 ^
Issue of bonus shares during the year (refer note 'g' below) 1,364,986 13.65 - -
At the end of the year 1,364,993 13.65 7 ^
273
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
14A Equity share capital and Instruments entirely equity in nature - Compulsorily Convertible Preference Shares (CCPS) (Continued)
a. Reconciliation of shares outstanding at the beginning and at the end of reporting period/year (continued)
ii. Compulsorily Convertible Preference Shares of INR 10 each, fully paid-up As at 30 June 2023 As at 31 March 2023
Number of shares Amount Number of shares Amount
Series A
At the commencement of the period/year 580,707,022 5,807.07 580,707,022 5,807.07
At the end of the period/year 580,707,022 5,807.07 580,707,022 5,807.07
Series B
At the commencement of the period/year 847,075,656 8,470.76 847,075,656 8,470.76
At the end of the period/year 847,075,656 8,470.76 847,075,656 8,470.76
Series C1
At the commencement of the period/year 45,044,769 450.45 45,044,769 450.45
At the end of the period/year 45,044,769 450.45 45,044,769 450.45
Series C
At the commencement of the period/year 239,939,690 2,399.40 239,939,690 2,399.40
At the end of the period/year 239,939,690 2,399.40 239,939,690 2,399.40
Series D
At the commencement of the period/year 96,928,809 969.29 91,357,276 913.57
Issued during the year (refer note 'h' below) - - 5,571,533 55.72
At the end of the period/year 96,928,809 969.29 96,928,809 969.29
ii. Compulsorily Convertible Preference Shares of INR 10 each, fully paid-up As at 31 March 2022 As at 31 March 2021
Number of shares Amount Number of shares Amount
Series A
At the commencement of the year 2,978 0.03 2,978.00 0.03
Issue of bonus shares during the year (refer note 'g' below) 580,704,044 5,807.04 - -
At the end of the year 580,707,022 5,807.07 2,978.00 0.03
Series B
At the commencement of the year 4,344 0.04 4,344.00 0.04
Issue of bonus shares during the year (refer note 'g' below) 847,071,312 8,470.72 - -
At the end of the year 847,075,656 8,470.76 4,344.00 0.04
Series C1
At the commencement of the year - - - -
Issue during the year 231 ^ - -
Issue of bonus shares during the year (refer note 'g' below) 45,044,538 450.45 - -
At the end of the year 45,044,769 450.45 - -
Series C
At the commencement of the year - - - -
Issue during the year 8,477,064 84.77 - -
Issue of bonus shares during the year (refer note 'g' below) 231,462,626 2,314.63 - -
At the end of the year 239,939,690 2,399.40 - -
Series D
At the commencement of the year - - - -
Issue during the year 91,357,276 913.57 - -
At the end of the year 91,357,276 913.57 - -
b. Rights, preference and restrictions attached to:
b(i) Equity shares of INR 10 each
The Company has two classes of equity shares. All equity shares rank equally with regard to dividends and share in the Company’s residual assets, subject to the provisions of articles of association
of the Company. The holders of equity shares are entitled to receive dividend as declared from time to time. 76% of the voting rights in the Company is reserved for the Founder (including through
any of his affiliates and as a trustee of any trust that holds Equity Securities) and together with such other Shareholders as may be identified by him at his sole discretion. Remaining 24% voting
rights shall be in the same inter se proportion as the capital paid up by the other shareholders holding equity securities and preferred securities in the Company. Voting rights cannot be exercised in
respect of shares on which any call or other sums presently payable have not been paid.
On winding up of the Company, the holders of equity shares, subject to the provisions of articles of association of the Company, will be entitled to receive the residual assets of the Company,
remaining after distribution of all preferential amounts in proportion to the number of equity shares held.
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274
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
14A Equity share capital and Instruments entirely equity in nature -
Compulsorily Convertible Preference Shares (CCPS) (Continued)
b. Rights, preference and restrictions attached to (continued):
b(ii) Compulsorily Convertible Preference Shares of INR 10 each
The Company has issued Compulsorily Convertible Preference Shares (CCPS) under Series A, Series B, Series C1, Series C and Series D, having a face value of INR 10 per share and carry voting rights
in accordance with the respective shareholders’ agreements. At the end of the term of each class of CCPS, these will be converted into Class B Equity shares. These preference shareholders shall be
entitled to receive on their respective Preference Shares, the higher of (a) dividend at 0.001% per annum on the face value of each share or (b) any actual dividend on the Preference Shares, if
declared by the Company. All dividends to the Preferred Shareholders shall be non-cumulative.
The Company shall be under an obligation to convert each Preference Share into Class B Equity Shares in the ratio of 1:1, subject to adjustments for stock dividends, splits, anti-dilution provisions
and other similar events, in the following circumstances (each, a “Conversion Event”):
- Upon the receipt of a Notice of Conversion at least 30 days prior to the anticipated conversion date.
- If the holders of CCPS are required under Applicable Law to convert the Preference Shares, including pursuant to an IPO; and
- Upon expiry of the term of 19 years from the date of issuance of the CCPS.
Compound financial instruments
These CCPS are convertible into Class B equity shares of the Company and carry several rights and obligations including, but not limited to, anti-dilution and down-round protective rights.
Accordingly, under the terms of the agreement, in the event that the Company offers any shares to a new investor at a price less than their respective issue price, then the conversion price/ ratio of
the CCPS would be adjusted to compensate the existing shareholders for the dilution suffered. This down-round protection has been separated from the host preference shares and has been
recognized as a derivative liability per Ind AS 32, Presentation of financial instruments. This financial liability is measured at FVTPL in these restated consolidated financial statements per Ind AS 109,
Financial Instruments. Value of derivative liability as of 30 June 2023: Nil (31 March 2023: Nil, 31 March 2022: Nil, 31 March 2021: Nil)
c. Share based payments
Terms attached to stock options granted to employees are described in note 41 on Employee's share-based payment plan.
d(i). Particulars of Equity shareholders holding more than 5% of shares As at 30 June 2023 As at 31 March 2023
Number of shares Percentage Number of shares Percentage
Equity shares of INR 10 each, fully paid-up
Ordinary Equity Shares
Bhavish Aggarwal 1,361,875,240 69.69% 1,361,875,240 69.69%
OEM Employees Welfare Trust 283,172,257 14.49% 283,172,257 14.49%
ANI Technologies Private Limited 146,249,250 7.48% 146,249,250 7.48%
Indus Trust 141,959,272 7.26% 141,959,272 7.26%
Class B
Pawan Munjal Family Trust 1,364,993 100.00% 1,364,993 100.00%
Particulars of Equity shareholders holding more than 5% of shares As at 31 March 2022 As at 31 March 2021
Number of shares Percentage Number of shares Percentage
Equity shares of INR 10 each, fully paid-up
Ordinary Equity Shares
Bhavish Aggarwal 1,377,667,935 70.50% 7,065 70.65%
OEM Employees Welfare Trust 284,113,543 14.54% 1,457 14.57%
ANI Technologies Private Limited 146,249,250 7.48% 750 7.50%
Indus Trust 141,959,272 7.26% 728 7.28%
Class B
Pawan Munjal Family Trust 1,364,993 100.00% 7 100.00%
d(ii). Particulars of Compulsorily Convertible Preference Shareholders As at 30 June 2023 As at 31 March 2023
holding more than 5% of shares Number of shares Percentage Number of shares Percentage
Compulsorily Convertible Preference Shares of INR 10 each, fully paid-up
Series A
Internet Fund III Pte Ltd 236,923,785 40.80% 236,923,785 40.80%
Matrix Partners India Investments III, LLC 138,839,288 23.91% 138,839,288 23.91%
Hyundai Motor Company 114,074,415 19.64% 114,074,415 19.64%
ANI Technologies Private Limited 29,639,848 5.10% 29,639,848 5.10%
Series B
SVF II Ostrich (DE) LLC 843,565,674 99.59% 843,565,674 99.59%
Series C1
SVF II Ostrich (DE) LLC 45,044,769 100.00% 45,044,769 100.00%
Series C
Alpha Wave Ventures II LP 135,329,306 56.40% 135,329,306 56.40%
MacRitchie Investments Pte. Ltd 33,734,827 14.06% 33,734,827 14.06%
DIG Investment IV AB 20,279,896 8.45% 20,279,896 8.45%
Barry S. Sternlicht 16,964,913 7.07% 16,964,913 7.07%
Series D
Tekne Private Ventures XV, Ltd. 36,337,431 37.49% 36,337,431 37.49%
Alpine Opportunity Fund VI, L.P. 23,478,092 24.22% 23,478,092 24.22%
DIG Investment IV AB 11,005,355 11.35% 11,005,355 11.35%
Ab Initio Capital, L.P. 11,005,355 11.35% 11,005,355 11.35%
Alpha Wave Ventures II LP 5,571,533 5.75% 5,571,533 5.75%
275
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
14A Equity share capital and Instruments entirely equity in nature -
Compulsorily Convertible Preference Shares (CCPS) (Continued)
Particulars of Compulsorily Convertible Preference Shareholders holding more than 5% of As at 31 March 2022 As at 31 March 2021
shares (continued) Number of shares Percentage Number of shares Percentage
Compulsorily Convertible Preference Shares of INR 10 each, fully paid-up
Series A
Internet Fund III Pte Ltd 236,923,785 40.80% 1,215 40.80%
Matrix Partners India Investments III, LLC 138,839,288 23.91% 712 23.91%
Hyundai Motor Company 114,074,415 19.64% 585 19.64%
ANI Technologies Private Limited 29,639,848 5.10% 152 5.10%
Series B
SVF II Ostrich (DE) LLC 843,565,674 99.59% 4,326 99.59%
Series C1
SVF II Ostrich (DE) LLC 45,044,769 100.00% - -
Series C
Alpha Wave Ventures II LP 135,329,306 56.40% - -
MacRitchie Investments Pte. Ltd 33,734,827 14.06% - -
DIG Investment IV AB 20,279,896 8.45% - -
Barry S. Sternlicht 16,964,913 7.07% - -
Series D
Tekne Private Ventures XV, Ltd. 36,337,431 39.78% - -
Alpine Opportunity Fund VI, L.P. 23,478,092 25.70% - -
DIG Investment IV AB 11,005,355 12.05% - -
Ab Initio Capital, L.P. 11,005,355 12.05% - -
e. Equity shares reserved for issue under options and contracts/ As at 30 June 2023 As at 31 March 2023
commitments for sale of shares/ disinvestment Number of shares Amount Number of shares Amount
For Series A CCPS of INR 10 each 580,707,022 5,807.07 580,707,022 5,807.07
For Series B CCPS of INR 10 each 847,075,656 8,470.76 847,075,656 8,470.76
For Series C1 CCPS of INR 10 each 45,044,769 450.45 45,044,769 450.45
For Series C CCPS of INR 10 each 239,939,690 2,399.40 239,939,690 2,399.40
For Series D CCPS of INR 10 each 96,928,809 969.29 96,928,809 969.29
Equity shares reserved for issue under options and contracts/ As at 31 March 2022 As at 31 March 2021
commitments for sale of shares/ disinvestment Number of shares Amount Number of shares Amount
For Series A CCPS of INR 10 each 580,707,022 5,807.07 2,978 0.03
For Series B CCPS of INR 10 each 847,075,656 8,470.76 4,344 0.04
For Series C1 CCPS of INR 10 each 45,044,769 450.45 - -
For Series C CCPS of INR 10 each 239,939,690 2,399.40 - -
For Series D CCPS of INR 10 each 91,357,276 913.57 - -
OEM Employee Welfare Trust holds 283,172,257 equity shares (31 March 2023: 283,172,257, 31 March 2022: 284,113,543, 31 March 2021: 1,457) of the Company towards the issuance of equity
shares to the holders of employee stock options under the share based payment plan “Employees’ Equity Linked Incentive Plan 2019”.
f. The Group has not done any buyback of shares in any of the preceding five years.
g. Aggregate of Nil (31 March 2023: Nil, 31 March 2022: 1,955,439,944, 31 March 2021: Nil) Equity Shares of INR 10 each and, aggregate of Nil (31 March 2023: Nil, 31 March 2022: 1,704,282,520, 31
March 2021: Nil) Compulsorily convertible preference shares (CCPS) of INR 10 were allotted as fully paid-up shares by way of bonus shares. The Group has issued bonus shares in the ratio of
1,94,998:1 i.e.194,998 bonus shares of INR 10 each for every fully paid-up equity shares and compulsory converted preference shares (CCPS) held on 23 December 2021 (record date). Accordingly,
the Company has utilized securities premium of INR 17,042.83 million and INR 19,554.40 million for issue of bonus shares to equity and CCPS shareholders respectively.
h. During the financial year 2021-22 and financial year 2022-23 the Company, vide its extraordinary general meeting of shareholders has approved and issued various class of preference shares as
mentioned below having face value of INR 10 per share.
Equity shares reserved for issue under options and contracts/ For the year ended 31 March 2023 For the year ended 31 March 2022
commitments for sale of shares/ disinvestment Number of shares Issue Price Number of shares Issue Price
For Series D CCPS of INR 10 each 5,571,533 101.70 91,357,276 101.70
For Series A CCPS of INR 10 each* - - 580,704,044 10.00
For Series B CCPS of INR 10 each* - - 847,071,312 10.00
For Series C1 CCPS of INR 10 each - - 231 9,633,295.00
For Series C1 CCPS of INR 10 each* - - 45,044,538 10.00
For Series C CCPS of INR 10 each - - 1,187 10,734,870.00
For Series C CCPS of INR 10 each - - 8,475,877 55.05
For Series C CCPS of INR 10 each* - - 231,462,626 10.00
* Represents bonus shares issued during the year
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276
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
14A Equity share capital and Instruments en rely equity in nature - Compulsorily Conver ble Preference Shares (CCPS) (Con nued)
i. Details of shares held by the promoter
As at 30 June 2023
Promoter Name No. of shares at the Change during the No. of shares at the end % of total shares % change during the
commencement of the period of the period period
period
Bhavish Aggarwal 1,361,875,240 - 1,361,875,240 69.69% 0.00%
As at 31 March 2023
Promoter Name No. of shares at the Change during the year No. of shares at the end % of total shares % change during the
commencement of the of the year year
year
Bhavish Aggarwal 1,377,667,935 (15,792,695) 1,361,875,240 69.69% -1.15%
As at 31 March 2022
Promoter Name No. of shares at the Change during the year No. of shares at the end % of total shares % change during the
commencement of the of the year year
year
Bhavish Aggarwal 7,065 1,377,660,870 1,377,667,935 70.50% -0.21%
As at 31 March 2021
Promoter Name No. of shares at the Change during the year No. of shares at the end % of total shares % change during the
commencement of the of the year year
year
Bhavish Aggarwal 7,065 - 7,065 70.65% -
j. The Promoter holds 36.17% (31 March 2023: 36.17%, 31 March 2022: 36.64%, 31 March 2021: 40.77%) of equity in the Company on fully dilutive basis. Fully diluted basis is calculated after
considering the conversion of Compulsory Convertible Preference Shares into Equity Shares in accordance with the agreed ratios.
14B Other equity As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
a) Items of other components of equity
Opening balance (274.20) (274.20) (274.20) (274.20)
Closing balance (274.20) (274.20) (274.20) (274.20)
Reserves and Surplus
b) Securities premium
Opening balance 9,194.99 8,673.81 21,674.56 21,674.56
Exercise of share options - 11.27 49.02 -
Addition during the period/year (refer note 14A) - 510.91 23,726.93 -
Issue of bonus shares - preference shares (refer note 14A) - - (17,042.80) -
Issue of bonus shares - equity shares (refer note 14A) - - (19,554.40) -
Transaction costs towards the issue of share capital - (1.00) (179.50) -
Closing balance 9,194.99 9,194.99 8,673.81 21,674.56
c) Share options outstanding account
Opening balance 1,676.04 586.79 438.44 3.70
Exercise of share options - (11.27) (49.02)
Share based payments expenses (refer note 41) 231.06 1,100.52 197.37 434.74
Closing balance 1,907.10 1,676.04 586.79 438.44
d) Retained earnings
Opening balance (24,671.35) (9,948.94) (2,120.02) (122.70)
. Loss for the period/year (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Re-measurement (loss)/gain on defined benefit plans (18.16) (1.62) 12.58 (5.00)
Closing balance (27,361.07) (24,671.35) (9,948.94) (2,120.02)
Total reserves and surplus (16,258.98) (13,800.32) (688.34) 19,992.98
e) Exchange differences on translating the financial statements of foreign operations
Opening balance (12.51) (18.69) (12.80) -
Other comprehensive income/ (loss) 9.27 6.18 (5.89) (12.80)
Closing balance (3.24) (12.51) (18.69) (12.80)
Total (16,536.42) (14,087.03) (981.23) 19,705.98
Nature and purpose of other reserves
(i) Securities Premium: Securities premium is used to record the premium on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.
(ii) Other components of equity: Other components of equity represents derivative component of compulsorily convertible preference shares on the date of issuance of such preference shares and
it will get transferred to retained earnings post conversion of CCPS into equity shares.
(iii) Share Options Outstanding Account: The Group has established equity-settled share-based payment plan for certain employees of the Group. The fair value of the equity-settled share based
payment transactions is recognised in Restated Consolidated Statement of Profit and Loss with corresponding credit to Employee Stock options outstanding Account.
(iv) Retained Earnings: Retained earnings are the profits/(losses) that the Group has made till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
Retained earnings includes re-measurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified to Restated Consolidated Statement of Profit and Loss. Retained earnings is
a free reserve available to the Group and eligible for distribution to shareholders.
(v) Exchange differences on translating the financial statements of foreign operations: This comprise of all exchange differences arising from translation of financial statements of foreign
operations.
277
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated .
As at As at As at As at
15. Lease liabilities
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Non-current
Lease liabilities (refer note 37) 370.33 398.60 490.37 24.30
370.33 398.60 490.37 24.30
Current
Lease liabilities (refer note 37) 105.52 101.61 43.56 8.70
105.52 101.61 43.56 8.70
16. Borrowings As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Non-current
Secured
Term Loan from bank* 5,916.95 5,750.27 3,282.63 -
Buyer's Credit** 1,100.41 1,253.04 1,955.27 -
7,017.36 7,003.31 5,237.90 -
Current
Unsecured
Loan from related party
Loan repayable on demand*** (refer note 35) 76.30 75.77 68.57 50.20
Secured
Working capital demand loan**** 7,399.98 7,400.00 2,000.00 326.12
Buyer's Credit** 13.20 28.70 197.60 -
Current maturities of long term borrowings 299.25 199.50 - -
Bank Overdraft 1,359.64 1,750.25 - 12.40
9,148.37 9,454.22 2,266.17 388.72
(i) Terms and repayment schedule
*The Group has availed a long term loan (inclusive of letter of credit facility sanctioned amount INR 7,500.00 million) from Bank of Baroda and Indian Bank for a tenure of ten years at an
interest rate of 8.5% p.a. - spread (0.85%) over - 1 - Year MCLR plus strategic premium (0.25%) on the date of Sanction Letter, repayable over 30 structured quarterly instalments on the
dates falling immediately after the moratorium period i.e. 31 December 2023 and the instalments would be ending on 31 March 2031.
Effective Interest rate w.e.f 29-11-2022 is 8.65% p.a (i.e., 1 year MCLR plus spread of 0.35% plus strategic premium of 0.25%).
**In relation to the Buyer's credit, the amount represents bills discounted by the Company against letter of credit facility. These amounts are repayable over a period of 6-36 months.
Interest rate (bill discounting rate): overnight MCLR. The Company has an option to convert Buyer's credit into term loan and intends to exercise the option, accordingly it as been
classified as non current.
***The Group has availed a short term loan from Ola USA Inc. at an interest rate of 3.05% p.a. - spread (3%) over 1 year Secured Overnight Financing Rate (SOFR) of 0.05%. Interest is
payable on half yearly basis as on 30 September and 31 March (due date). Additional Interest of 1% is payable if interest is not paid within 15 days of due date till the date of actual
payment. The loan is repayable on demand.
****The Group has availed short term credit facilities in the form of working capital demand loan and bank overdraft to meet the working capital requirements of the Group and these
short term credit facilities carry an interest at the rate of 6.08% to 9.15% p.a [refer note (iii) below]. These are repayable on demand.
(ii) The term loan and buyer's credit obligations are secured by:-
(a) First exclusive charge by way of mortgage over the lease hold rights of the greenfield project land located at SIPCOT Industrial Area, Krishnagiri, Tamil Nadu (hereinafter referred to as
‘Project’) and building thereon in the books of Ola Electric Technologies Private Limited (subsidiary);
(b) First pari passu charge and hypothecation over all movable and immovable/fixed properties and assets, including plant and machinery, machinery spares, tools and accessories,
furniture, fixtures, vehicles and all other movable and fixed assets of Ola Electric Technologies Private Limited (subsidiary) in relation to the Project (including all capitalized expenditure),
present and future;
(c) Second pari passu charge and hypothecation over all the Current Assets including but not limited to book debts, operating cash flows, receivables, commissions, revenues of
whatsoever nature and wherever arising, present and future pertaining to the Project, of Ola Electric Technologies Private Limited (subsidiary);
(d) First pari passu charge and hypothecation over all bank accounts of the entity pertaining to the Project (Ola Electric Technologies Private Limited) , both present and future, including
but not limited to the Debt Service Reserve Accounts, the Escrow Account and any sub accounts thereunder and all rights, title, interest, benefit, claims and demands whatsoever of the
entity in, to, under and in respect of all such bank accounts of the entity pertaining to the Project (Ola Electric Technologies Private Limited), wherever maintained and all guarantees,
letters of credit or other securities against which withdrawals from the said bank accounts have been permitted to be made;
(e) First pari passu charge by way of hypothecation of/over all rights, titles, interests, benefits, claims and demands whatsoever of Ola Electric Technologies Private Limited (subsidiary)
(both present and future) in, to and under:
(i) all the Project Documents for the Project, duly acknowledged and consented to by the relevant counter-parties to such Project Documents (if required in terms thereof);
(ii) all clearances relating to the Project;
(iii) any guarantees, including contractor guarantees (if any), liquidated damages, letters of credit or performance bonds indemnities or any other security that may be provided by any
counter-party under any Project document in favour of Ola Electric Technologies Private Limited (subsidiary) (including any letter of credit for covering payments for average monthly
billing), present and future; and
(iv) all Insurance Contracts (including Loss Proceeds) procured by Ola Electric Technologies Private Limited (subsidiary) or procured by any of its contractors favouring the Ola Electric
Technologies Private Limited (subsidiary) for the Project, all as amended, varied or supplemented from time to time, present and future;
(f) An irrevocable and unconditional corporate guarantee from the Guarantor (Holding Company, Ola Electric Mobility Limited [Formerly known as Ola Electric Mobility Private Limited])
for the purpose of repayment/payment of Secured Obligations till the Final Settlement Date, in favour of the Security Trustee (acting for the benefit of the Lenders), in a form and
substance satisfactory to the lenders/facility agent.
(g) First pari passu lien over the bank account of Ola Electric Technologies Private Limited in which the funds required to service the Interest during moratorium period have been kept.
(iii) Working capital demand loan and Buyer's credit are secured by:-
A. Yes Bank -INR 1,450 million
(a) First pari-passu charge on present and future current assets.
(b) Fixed Deposit margin of 10% of the sanctioned amount.
(c) Corporate Guarantee of the Guarantor (Holding Company, Ola Electric Mobility Limited [Formerly known as Ola Electric Mobility Private Limited]).
(d) Second pari passu charge on the lease hold rights of the project land located in SIPCOT Industrial area, Krishnagiri, Tamil nadu.
(e) Second pari passu charge on all movable and immovable plant and machinery (both present and future) of the Ola Electric Technologies Private Limited (including all capitalised
expenditure) in relation to the project.
B. Axis Bank - INR 1,250 million
(a) First pari-passu charge on current assets and Second pari passu charge on all movable/ immovable fixed assets and second pari passu charge way of mortgage over the lease hold
rights of the project land of Ola Electric Technologies Private Limited (subsidiary).
(b) Cash margin of 25% Fixed Deposit for a tenor to be equal to or greater than facility tenor.
(c) Corporate Guarantee of the Guarantor (Holding Company, Ola Electric Mobility Limited [Formerly known as Ola Electric Mobility Private Limited] to Wholly owned subsidiary, Ola
Electric Technologies Private Limited).
C. Bank of Baroda- INR 4,700 million
(a) First pari passu charge on the current assets of Ola Electric Technologies Private Limited (subsidiary) including receivables (both present and future).
(b) Second pari passu charge on the lease hold rights of the project land of Ola Electric Technologies Private Limited (subsidiary) located in SIPCOT Industrial area, Krishnagiri, Tamil nadu .
(c) Second pari passu charge on all movable and immovable plant and machinery (both present and future) of Ola Electric Technologies Private Limited (including all capitalised
expenditure) in relation to the project.
(d) Corporate Guarantee of the Guarantor (Holding Company, Ola Electric Mobility Limited [Formerly known as Ola Electric Mobility Private Limited] to Wholly owned subsidiary, Ola
Electric Technologies Private Limited).
278
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated .
16. Borrowings (continued)
(iv) Bank overdraft from Axis bank is:-
(a) Secured by Fixed Deposits from Holding Company, Ola Electric Mobility Limited [Formerly known as Ola Electric Mobility Private Limited], with bank's lien noted thereon.
(b) Secured by Corporate Guarantee of the Holding Company, Ola Electric Mobility Limited [Formerly known as Ola Electric Mobility Private Limited].
17. Provisions As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Non-current
Provision for employee benefits
Provision for gratuity (refer note 34) 79.18 50.50 26.80 18.80
Provision for compensated absences - - 23.93 -
79.18 50.50 50.73 18.80
Current
Provision for employee benefits
Provision for gratuity (refer note 34) 3.60 4.72 3.24 2.09
Provision for compensated absences 91.51 85.58 32.06 32.62
Other Provisions
Provision for warranties* 681.56 446.73 128.54 -
Provision for repairs** 203.40 261.45 421.70 -
980.07 798.48 585.54 34.71
As at As at As at As at
Movement of Provision for warranties*
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Balance at the beginning of the period/year 446.73 128.54 - -
Provision made during the period/year 277.42 1155.20 128.54 -
Utilised during the period/year (42.59) (837.01) - -
Balance at the end of the period/year 681.56 446.73 128.54 -
As at As at As at As at
Movement of Provision for repairs**
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Balance at the beginning of the period/year 261.45 421.70 - -
Provision made during the period/year - 189.15 421.70 -
Utilised during the period/year (58.05) (349.40) - -
Balance at the end of the period/year 203.40 261.45 421.70 -
* A provision is created for expected warranty claims in respect of products sold during the year on the basis of technical evaluation and management estimate regarding failure trends of
products and cost of rectification or replacement.
** Provision created for repairs/ replacements of certain parts based on the internal test results and management assessments.
18. Trade payables As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Total outstanding dues of micro enterprises and small enterprises (refer note 36) 722.44 451.04 349.20 4.50
*Total outstanding dues of creditors other than micro and small enterprises 9,684.46 6,482.36 3,219.24 427.93
10,406.90 6,933.40 3,568.44 432.43
* Trade payables includes payable to related parties ( refer note 35)
Trade payables ageing from due date of payment as at 30 June 2023 Outstanding for following periods from due date of payment
Particulars Not due < 1 year 1-2 years 2-3 years > 3 years Total
Dues to micro and small enterprises 328.42 381.03 12.99 - - 722.44
Dues to creditors other than micro and small enterprises 2,504.35 2,516.14 3.11 0.41 - 5,024.01
Total 2,832.77 2,897.17 16.10 0.41 - 5,746.45
Accrued expenses 4,660.45
10,406.90
Trade payables ageing from due date of payment as at 31 March 2023 Outstanding for following periods from due date of payment
Particulars Not due < 1 year 1-2 years 2-3 years > 3 years Total
Dues to micro and small enterprises 189.90 249.43 11.71 - - 451.04
Dues to creditors other than micro and small enterprises 1,539.29 2,073.10 0.06 - 0.42 3,612.87
Total 1,729.19 2,322.53 11.77 - 0.42 4,063.91
Accrued expenses 2,869.49
6,933.40
-
Trade payables ageing from due date of payment as at 31 March 2022 Outstanding for following periods from due date of payment
Particulars Not due < 1 year 1-2 years 2-3 years > 3 years Total
Dues to micro and small enterprises 142.10 202.55 4.55 - - 349.20
Dues to creditors other than micro and small enterprises 428.40 316.14 0.09 0.40 - 745.03
Total 570.50 518.69 4.64 0.40 - 1,094.23
Accrued expenses 2,474.21
3,568.44
<This space is intentionally left blank>
. .
279
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated .
18. Trade payables (continued)
Trade payables ageing from due date of payment as on 31 March 2021 Outstanding for following periods from due date of payment
Particulars Not due < 1 year 1-2 years 2-3 years > 3 years Total
Dues to micro and small enterprises - 4.48 - - - 4.48
Dues to creditors other than micro and small enterprises - 86.66 0.45 - - 87.11
Total - 91.14 0.45 - - 91.59
Accrued expenses 340.84
432.43
19. Other financial liabilities As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Current
Payable to related parties (refer note 35) 2,034.20 1,753.90 539.70 250.00
Creditors for capital goods 212.15 199.41 792.00 43.98
Accrued salaries and benefits 777.94 594.02 364.50 118.72
Refund obligation towards customers (refer note 30) 1,421.31 1,361.00 - -
Other payables 1.74 3.40 18.90 4.97
4,447.34 3,911.73 1,715.10 417.67
20. Other liabilities As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Non-current
Deferred Grant* 871.19 902.27 - -
Deferred revenue from extended warranty services 390.74 303.53 - -
1,261.93 1,205.80 - -
Current
Statutory liabilities 494.30 624.58 285.01 77.58
Deferred Grant* 140.59 145.80 - -
Liability for loss on discard of assets - - - 14.77
Unearned Revenue 1,148.70 901.30 478.90 2.57
Advance received from customer 395.52 637.92 2,622.39 -
2,179.11 2,309.60 3,386.30 94.92
* In relation to Tamilnadu state incentive, refer note 8- other financial assets
<This space is intentionally left blank>
280
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
21. Revenue from operations For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Revenue from contracts with customers
Sale of finished products 10,845.91 23,034.11 3,176.74 -
Sale of traded goods 500.30 1,775.50 305.43
Sale of services 876.30 1,195.15 197.76 8.55
12,222.51 26,004.76 3,679.93 8.55
Other operating revenue
Vendor handling charges 175.59 264.42 33.50 -
Other revenue 5.10 8.34 9.90 0.09
Sale of Scrap 10.96 31.75 10.90 -
Subscription income 13.30 - - -
204.95 304.51 54.30 0.09
Total revenue from operations 12,427.46 26,309.27 3,734.23 8.64
Details of revenue from contracts with customers For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
(i) Sale of products (Finished products and traded goods)
Finished goods
Vehicles 10,845.91 23,034.11 3,176.74 -
Traded goods
Spare parts 425.07 1,258.27 122.00 -
Chargers 51.43 443.54 182.20 -
Accessories 23.80 73.69 1.23 -
11,346.21 24,809.61 3,482.17 -
(ii) Sale of services
Performance upgrade 875.54 1,187.97 196.57
Installation of wallmount 0.76 7.18 1.19 -
Swapping and subscription income - - - 8.55
876.30 1,195.15 197.76 8.55
12,222.51 26,004.76 3,679.93 8.55
a) Disaggregated revenue information
For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Revenue by geography
India 12,222.51 26,003.85 3,679.93 8.55
Other Countries - 0.91 - -
12,222.51 26,004.76 3,679.93 8.55
b) Contract balances -
As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Trade receivables 925.60 842.54 152.20 3.80
Contract liabilities
Deferred revenue from extended warranty services 390.74 303.53 - -
Unearned Revenue 1,148.70 901.30 478.90 2.57
Advance received from customer 395.52 637.92 2,622.39 -
c) Reconciliation of revenue recognised with contract price
For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Revenue as per contracted price 12,293.81 27,242.46 3,679.93 8.55
Adjustments for:
Refund obligation towards customers (refer note 30) (71.30) (1,237.70) - -
Total Revenue from contracts with customers 12,222.51 26,004.76 3,679.93 8.55
Revenue recognised in the below mentioned period/year out of the closing balance immediately preceeding financial year.
For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Contract liabilities
Deferred revenue from extended warranty services - - - -
Unearned Revenue 877.80 478.90 - -
Advance received from customer 475.30 2,424.00 - -
1,353.10 2,902.90 - -
281
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
22. Other income For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Interest income under the effective interest method on financial assets carried at amortised cost
Bank deposits 193.93 920.36 578.52 975.87
Security deposit 1.37 5.50 0.50 -
Financial asset (Government grant)* 20.93 69.20 - -
Income on financial assets carried at fair value through profit or loss
Net gain on disposal of mutual fund units 66.70 172.38 194.93 40.02
Net gain on fair valuation of mutual fund units - 42.39 37.78 36.17
Other non-operating income
Provision no longer required written back - 63.37 1.46 -
Net exchange gain on foreign exchange fluctuations, net - 28.68 - -
Income tax refund - 2.41 4.98 -
Government incentive* 49.02 204.64 - -
Miscellaneous income 27.34 8.77 10.20 0.11
359.29 1,517.70 828.37 1,052.17
* In relation to Tamilnadu state incentive, refer note 8- other financial assets
23. Cost of materials consumed For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Inventory at the beginning of the period/year 3,425.35 1,193.97 - -
Add: Purchases 11,497.78 27,279.30 7,043.31 -
Less: Inventory at the end of the period/year (3,787.68) (3,425.35) (1,193.97) -
11,135.45 25,047.92 5,849.34 -
24. Purchase of stock-in-trade For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Purchase of stock-in-trade 193.12 1,392.61 469.73 -
Add: Intangible assets under development (battery cells) converted to inventory of traded - - 96.66 -
goods
Less: Captive consumption - - (4.58) -
193.12 1,392.61 561.81 -
25. Change in inventories of finished goods, stock-in-trade and work-in-progress For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
At the beginning of the period/year
Work-in progress 25.40 26.19 - -
Finished goods
Two wheeler 2,172.89 1,454.70 - -
Spare parts 10.50 11.60 - -
Stock-in-trade 162.02 141.88 32.22 -
2,370.81 1,634.37 32.22 -
At the end of the period/year
Work-in progress 118.47 25.40 26.19 -
Finished goods
Two Wheeler 2,380.51 2,172.89 1,454.70 -
Spare parts 21.83 10.50 11.60 -
Stock-in-trade 83.68 162.02 141.88 -
2,604.49 2,370.81 1,634.37 -
Change in inventories
Work-in progress (93.07) 0.79 (26.19) -
Finished goods
Two Wheeler (207.62) (718.19) (1,454.70) -
Spare parts (11.33) 1.10 (11.60) -
Stock-in-trade 78.34 (20.14) (109.66) -
(233.68) (736.44) (1,602.15) -
26. Employee benefits expense For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Salaries, wages and bonus 599.12 2,779.13 2,345.80 1,485.24
Contribution to provident fund 31.84 91.60 59.74 14.78
Gratuity 8.65 22.65 22.94 6.35
Compensated absences 13.67 34.20 42.70 7.70
Equity settled share based payments 231.06 1,100.52 195.37 434.74
Staff welfare expenses 59.52 239.15 158.25 23.70
943.86 4,267.25 2,824.80 1,972.51
27. Finance costs For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Interest expense on
Financial liabilities measured at amortised cost:
- Borrowings 337.19 886.79 99.20 -
- Loans from Related Parties 0.79 2.84 1.22 1.70
- Lease liabilities - 7.88 7.30 3.70
Defined benefit obligation 1.04 1.66 1.30 0.68
LC discounting charges 1.80 127.59 37.40 -
Other borrowing costs 18.48 52.41 29.76 1.82
359.30 1,079.17 176.18 7.90
282
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
28. Depreciation and amortisation expense For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Depreciation of property, plant and equipment (note 4A) 338.55 1,219.25 278.50 76.30
Depreciation of right-of-use asset (note 5) 2.25 26.51 22.20 17.00
Amortisation of intangible assets (note 6A) 133.35 424.88 189.10 102.90
474.15 1,670.64 489.80 196.20
29. Other expenses For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Selling and distribution expenses 345.51 722.63 353.30 -
Technology cost 310.67 988.30 373.44 94.31
Legal and professional fees 288.17 731.34 441.63 275.16
Warranties 277.42 1,155.20 128.54 -
Vehicle repair services 165.52 824.10 93.80 -
Manpower supply charges 163.20 427.45 195.04 151.29
Advertising, marketing and sales promotion 131.18 614.70 494.20 15.95
Travelling and conveyance 117.21 573.35 274.42 24.64
Rent and warehouse expenses 117.50 406.37 291.35 69.81
Research cost 108.18 860.82 156.90 69.86
Office maintenance expenses 104.00 166.50 127.50 8.75
Power and fuel 91.86 164.00 47.00 9.52
Remuneration to non executive director (refer note 35) 82.60 29.90 - -
Consumables 64.14 195.64 78.18 -
Freight and forwarding charges 37.59 76.45 47.25 21.09
Net loss on fair valuation of mutual fund units 29.50 - - -
Security expenses 21.22 93.32 30.08 -
Recruitment charges 17.06 94.12 46.37 -
Provision on receivables from government authorities 15.81 388.53 - -
Repairs and maintenance 15.44 128.94 425.10 2.75
Rates and taxes 13.92 17.65 36.44 3.72
Net exchange loss on foreign exchange fluctuations 12.80 - 20.40 0.55
Auditor's remuneration (refer below) 11.40 13.15 8.25 1.35
Insurance 8.69 59.80 7.36 4.67
Pre delivery expenses 6.37 45.65 35.56
Loss on disposal of property, plant and equipment, net - 1.57 2.10 68.84
Donations - 0.20 6.70 -
Allowances for expected credit losses, net - - 7.50 -
Provision for Impairment in the value of property, plant and equipment, net (refer note - - 89.00 -
47)
Provision for Impairment in the value of Intangible Assets, net (refer note 47) - - 209.40 -
Miscellaneous expenses 11.44 82.73 77.51 54.26
2,568.40 8,862.41 4,104.32 876.52
Payment to auditors includes For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Statutory audit fee (excluding taxes) 8.40 9.50 5.90 1.30
Limited review - - 1.40 -
Certification services - 3.15 0.70 -
Reimbursement of expenses 3.00 0.50 0.25 0.05
11.40 13.15 8.25 1.35
30. Exceptional items For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Cost of Chargers 17.71 964.20 - -
17.71 964.20 - -
Prior to 31 March 2023, the Group was selling the off-board chargers of Ola scooters separately as an accessory. Effective 31 March 2023, the Group has included the off-board chargers
to be sold as part of the scooters.
Based on various discussions, the Group on its own volition has decided to reimburse the price of the off-board chargers aggregating to around INR 1421.30 million as at 30 June 2023 (31
March 2023: INR 1,361.00 million), to all eligible customers who had bought the same as an accessory at the time of purchasing the Ola scooters from inception .
The Ministry of Heavy Industries (MHI) has an option to withhold an equivalent amount from the sanctioned claims of demand incentive under the Faster Adoption and Manufacturing of
Electric Vehicles in India Phase II (FAME India Phase II) scheme till the time the reimbursements are processed for the customers and paid.
The exceptional item in Statement of profit and loss for the three months period ended 30 June 2023 amounting to INR 17.71 million (31 March 2023: INR 964.20 million), pertains to the
cost of the said off-board chargers that the Group on its own volition has decided to reimburse, considering it to be one-time in nature and not in the ordinary course of business.
283
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
31. Financial instruments - Fair values and risk management
A Accounting classifications and fair values
The following table presents the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy:
As at 30 June 2023
Financial assets/liabilities Fair value
Fair value
Amortised Fair value Total carrying
Note through other
cost through profit value Level 1 Level 2 Level 3 Total
comprehensive
and loss
income
Assets
Financial assets not measured at fair value
Cash and cash equivalents 13 2,317.08 - - 2,317.08 - - - -
Other bank balances 13 9,084.80 - - 9,084.80 - - - -
Trade receivables 12 925.60 - - 925.60 - - - -
Other financial assets 8 8,999.24 - - 8,999.24 - - - -
Financial assets measured at fair value
Investments in mutual funds 7 - 2,418.80 - 2,418.80 2,418.80 - - 2,418.80
Investments in preference instruments 7 - - 378.60 378.60 - 378.60 - 378.60
21,326.72 2,418.80 378.60 24,124.12 2,418.80 378.60 - 2,797.40
Liabilities
Financial liabilities not measured at fair value
Borrowings 16 16,165.73 - - 16,165.73 - - - -
Trade payables 18 10,406.90 - - 10,406.90 - - - -
Other financial liabilities 19 4,447.34 - - 4,447.34 - - - -
31,019.97 - - 31,019.97 - - - -
As at 31 March 2023
Financial assets/liabilities Fair value
Amortised Fair value Total carrying
Note Fair value
cost through other value
through profit Level 1 Level 2 Level 3 Total
comprehensive
and loss
income
Assets
Financial assets not measured at fair value
Cash and cash equivalents 13 2,429.09 - - 2,429.09 - - - -
Other bank balances 13 12,863.81 - - 12,863.81 - - - -
Trade receivables 12 842.54 - - 842.54 - - - -
Other financial assets 8 6,996.11 - - 6,996.11 - - - -
Financial assets measured at fair value
Investments in mutual funds 7 - 2,381.54 - 2,381.54 2,381.54 - - 2,381.54
Investments in preference instruments 7 - - 378.60 378.60 - 378.60 - 378.60
23,131.55 2,381.54 378.60 25,891.69 2,381.54 378.60 - 2,760.14
Liabilities
Financial liabilities not measured at fair value
Borrowings 16 16,457.53 - - 16,457.53 - - - -
Trade payables 18 6,933.40 - - 6,933.40 - - - -
Other financial liabilities 19 3,911.73 - - 3,911.73 - - - -
27,302.66 - - 27,302.66 - - - -
As at 31 March 2022
Financial assets/liabilities Fair value
Fair value
Amortised Fair value Total carrying
Note through other
cost through profit value Level 1 Level 2 Level 3 Total
comprehensive
and loss
income
Assets
Financial assets not measured at fair value
Cash and cash equivalents 13 12,350.01 - - 12,350.01 - - - -
Other bank balances 13 8,617.60 - - 8,617.60 - - - -
Trade receivables 12 152.20 - - 152.20 - - - -
Other financial assets 8 877.96 - - 877.96 - - - -
Financial assets measured at fair value
Investments in mutual funds 7 - 10,645.82 - 10,645.82 10,645.82 - - 10,645.82
Investments in preference instruments 7 - - 378.60 378.60 - 378.60 - 378.60
21,997.77 10,645.82 378.60 33,022.19 10,645.82 378.60 - 11,024.42
284
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
31. Financial instruments - Fair values and risk management (continued)
As at 31 March 2022 (continued)
Financial assets/liabilities Fair value
Fair value
Amortised Fair value Total carrying
Note through other
cost through profit value Level 1 Level 2 Level 3 Total
comprehensive
and loss
income
Liabilities
Financial liabilities not measured at fair
value
Borrowings 16 7,504.07 - - 7,504.07 - - - -
Trade payables 18 3,568.44 - - 3,568.44 - - - -
Other financial liabilities 19 1,715.10 - - 1,715.10 - - - -
12,787.61 - - 12,787.61 - - - -
As at 31 March 2021
Financial assets/liabilities Fair value
Fair value
Amortised Fair value Total carrying
Note through other
cost through profit value Level 1 Level 2 Level 3 Total
comprehensive
and loss
income
Assets
Financial assets not measured at fair value
Cash and cash equivalents 13 3,581.93 - - 3,581.93 - - - -
Other bank balances 13 10,077.34 - - 10,077.34 - - - -
Trade receivables 12 3.80 - - 3.80 - - - -
Other financial assets 8 279.90 - - 279.90 - - - -
Financial assets measured at fair value
Investments in mutual funds 7 - 4,554.02 - 4,554.02 4,554.02 - - 4,554.02
13,942.97 4,554.02 - 18,496.99 4,554.02 - - 4,554.02
Liabilities
Financial liabilities not measured at fair
value
Borrowings 16 388.72 - - 388.72 - - - -
Trade payables 18 432.43 - - 432.43 - - - -
Other financial liabilities 19 417.67 - - 417.67 - - - -
1,238.82 - - 1,238.82 - - - -
Fair value hierarchy
The section explains the judgement and estimates made in determining the fair value of the financial instruments that are:
a) recognised and measured at fair value.
b) measured at amortised cost and for which fair values are disclosed in the financial statement.
To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into three levels as mentioned under Indian accounting
standards.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of quoted equity share, quoted debt instruments and mutual fund investments. The fair
values of investments in units of mutual fund are based on the Net Asset Value (NAV) as per the fund statement ;
Level 2 - The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little
as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. This includes investment in preference shares.
The investments in preference shares at cost as an appropriate estimate of fair value.
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
There are no changes in fair value hierarchy during the previous period/ year.
Financial assets:
The Group has not disclosed the fair values of cash and cash equivalents including other bank balances, trade receivables and other financial assets because their carrying amounts are a reasonable
approximation of their fair value.
Financial liabilities:
Borrowings:
It includes term Loan, working capital demand loan, buyer's credit, bank overdraft (current and non-current borrowings). Current and non-current borrowings are measured at amortised cost. The
carrying amounts of the current and non-current borrowings would be a reasonable approximation of their fair value.
Trade payables and other financial liabilities:
The Group has not disclosed the fair values of trade payables and other financial liabilities because their carrying amounts are a reasonable approximation of their fair value.
285
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
31. Financial instruments - Fair values and risk management (continued)
B. Measurement of fair values
The following methods and assumption were used to estimate the fair values:
The fair value of investment in units of unquoted mutual funds is determined by reference to their prevailing net asset values and the investments in preference shares at cost as an appropriate
estimate of fair value.
The carrying amount of trade payables, trade receivables, current borrowings, other financial liabilities and other financial assets (current), measured at cost in the financial statements, are
considered to be the same as their fair values, due to their short-term nature.
Financial risk management
The Group's activities expose it to a variety of financial risks, market risks, credit risks and liquidity risks.
Risk management framework
The Group’s Board of Directors have overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management policies are established to
identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and
constructive control environment in which all employees understand their roles and responsibilities.
C. Credit risk
Credit risk is managed by the Group through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Group grants credit terms in the
normal course of business. The Group recognises loss allowances for expected credit losses on financial assets measured at amortised cost, debt investments measured at FVOCI and contract assets.
Financial assets that are neither past due nor impaired
Cash and cash equivalents, trade receivables, investments and other bank balances are neither past due nor impaired. Cash and cash equivalents include short-term highly liquid fixed deposits with
banks having a maturity of less than three months.
Credit risk on cash and cash equivalents and other bank balances is limited as the Group generally invests in term deposits with banks. Further, credit risk on investments is also limited since the
Group primarily invests in liquid mutual fund units having high credit rating.
In investment in preferential instruments and other financial assets that are neither past due and nor impaired, there were no indication of default in repayment as at the period/year end. The
group has provided for the financial assets based on the best estimate.
Sales to other than related parties are received in advance hence there are no credit default risk. Trade receivables are intercompany receivables and it is restricted within India for which there are
no credit risk perceived and hence no provision for receivables are considered and accordingly ECL disclosure are not given for the same. The Group has used a practical expedient and analysed the
recoverable amount of receivables on an individual basis by computing the expected loss allowance for financial assets based on historical credit loss experience.
Movement in the expected credit loss allowance of trade receivables
Particulars For the three For the For the For the
months year year year
period ended ended ended ended
30 June 2022 31 March 2023 31 March 2022 31 March 2021
Balance at beginning of the period/year 0.23 0.23 0.58 0.58
Less: reversals of provision - - (0.35) -
Balance at the end of the period/ year 0.23 0.23 0.23 0.58
D. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The
Group's approach when managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The Group believes that the working capital is sufficient to meet its current requirements. Accordingly,
no significant liquidity risk is perceived.
As of 30 June 2023, the Group had a working capital of INR 6,579.02 million (31 March 2023: INR 10,987.28 million, 31 March 2022: INR 29,070.16 million, 31 March 2021: INR 17,319.83 million)
including current investment of INR 2,418.75 million (31 March 2023: 2,381.54 million, 31 March 2022: INR 10,645.82 million, 31 March 2021: INR 4,554.02 million), cash and cash equivalents of INR
2317.08 million (31 March 2023: INR 2,429.09 million, 31 March 2022: INR 12,350.01 million, 31 March 2021: INR 3,581.93 million) and other bank balances of INR 9,084.80 million (31 March 2023:
INR 12,863.81 million, 31 March 2022: INR 8,617.60 million, 31 March 2021: INR 10,077.34 million).
The table below provides details regarding the contractual maturities of significant financial liabilities as of 30 June 2023:
The amounts are gross and undiscounted and include contractual interest payments.
Particulars Note Carrying value < 1 year 1 to 5 years > 5 years Total
Loan from related party 16 76.30 76.30 - - 76.30
Borrowings 16 16,089.43 9,596.70 5,644.80 3,682.10 18,923.60
Lease liabilities 15 475.85 141.77 416.86 - 558.63
Trade payables 18 10,406.90 10,406.90 - - 10,406.90
Other financial liabilities 19 4,447.34 4,447.34 - - 4,447.34
31,495.82 24,669.01 6,061.66 3,682.10 34,412.77
The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2023:
The amounts are gross and undiscounted and include contractual interest payments.
Particulars Note Carrying value < 1 year 1 to 5 years > 5 years Total
Loan from related party 16 75.77 75.77 - - 75.77
Borrowings 16 16,381.76 9880.20 5445.60 3958.40 19,284.20
Lease liabilities 15 500.21 140.03 453.36 - 593.39
Trade payables 18 6,933.40 6,933.40 - - 6,933.40
Other financial liabilities 19 3,911.73 3,911.73 - - 3,911.73
27,802.87 20,941.14 5,898.96 3,958.40 30,798.50
The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2022:
The amounts are gross and undiscounted and include contractual interest payments.
Particulars Note Carrying value < 1 year 1 to 5 years > 5 years Total
Loan from related party 16 68.57 68.57 - - 68.57
Borrowings 16 7,435.50 2,197.60 2,451.00 2,786.90 7,435.50
Lease liabilities 15 533.93 90.10 569.10 12.60 671.80
Trade payables 18 3,568.44 3,568.44 - - 3,568.44
Other financial liabilities 19 1,715.10 1,715.10 - - 1,715.10
13,321.54 7,639.81 3,020.10 2,799.50 13,459.41
286
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
31. Financial instruments - Fair values and risk management (continued)
The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2021:
The amounts are gross and undiscounted and include contractual interest payments.
Particulars Note Carrying value < 1 year 1 to 5 years > 5 years Total
Loan from related party 16 50.20 50.20 - - 50.20
Borrowings 16 388.72 388.72 - - 388.72
Lease liabilities 15 33.00 8.70 24.30 - 33.00
Trade payables 18 432.43 432.43 - - 432.43
Other financial liabilities 19 417.67 417.67 - - 417.67
1,322.02 1,297.72 24.30 - 1,322.02
E. Capital management :
For the purpose of the Group’s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders. The primary objective
of the Group’s capital management is to maximise the shareholder value. The Group manages its capital structure and makes adjustments in light of changes in economic conditions. The Group
monitors capital using a gearing ratio, which is net debt divided by total equity.
As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Total liabilities 35,996.11 32,167.25 17,344.11 1,420.25
Less: cash and cash equivalents (2,317.08) (2,429.09) (12,350.01) (3,581.93)
Less: other bank balances (9,084.80) (12,863.81) (8,617.60) (10,077.34)
Adjusted net debt 24,594.23 16,874.35 (3,623.50) (12,239.02)
Total equity 21,115.05 23,564.44 36,614.52 19,706.15
Adjusted equity 21,115.05 23,564.44 36,614.52 19,706.15
Net debt to adjusted equity ratio 1.16 0.72 (0.10) (0.62)
F. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises two types of risk: currency rate risk
and interest rate risk. Financial instruments affected by market risks include loans and borrowings, deposits, investments and foreign currency receivables and payables.
(i) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in
market interest rates relates primarily to the Group’s borrowing with floating interest rates. The Group constantly monitors the credit markets and rebalances its financing strategies to achieve an
optimal maturity profile and financing cost.
As at 30 June 2023
Floating rate Fixed rate Non-interest Total
Particulars borrowings borrowings bearing borrowings
borrowings
Financial liabilities (borrowings) 6,292.50 9,873.23 - 16,165.73
As at 31 March 2023
Floating rate Fixed rate Non-interest Total
Particulars borrowings borrowings bearing borrowings
borrowings
Financial liabilities (borrowings) 6,025.54 10,431.99 - 16,457.53
As at 31 March 2022
Floating rate Fixed rate Non-interest Total
Particulars borrowings borrowings bearing borrowings
borrowings
Financial liabilities (borrowings) 3,351.15 4,152.92 - 7,504.07
As at 31 March 2021
Floating rate Fixed rate Non-interest Total
Particulars borrowings borrowings bearing borrowings
borrowings
Financial liabilities (borrowings) 388.72 - - 388.72
Sensitivity analysis on floating rate borrowings:
As at 30 June 2023
Impact on Profit or (loss) before Impact on equity,
Particulars
tax net of tax
1% increase (62.93) (47.09)
1% decrease 62.93 47.09
As at 31 March 2023
Impact on Profit or (loss) before Impact on equity,
Particulars
tax net of tax
1% increase (60.26) (45.09)
1% decrease 60.26 45.09
As at 31 March 2022
Impact on Profit or (loss) before Impact on equity,
Particulars
tax net of tax
1% increase (33.51) (25.08)
1% decrease 33.51 25.08
287
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
31. Financial instruments - Fair values and risk management (continued)
F. Market risk (continued)
(i) Interest rate risk (continued)
As at 31 March 2021
Impact on Profit or (loss) before Impact on equity,
Particulars
tax net of tax
1% increase (3.89) (3.89) (2.91)
1% decrease 3.89 3.89 2.91
Sensitivity Analysis on Fixed rate Borrowings:
As at 30 June 2023
Impact on Profit or (loss) before Impact on equity,
Particulars
tax net of tax
1% increase (98.73) (73.88)
1% decrease 98.73 73.88
As at 31 March 2023
Impact on Profit or (loss) before Impact on equity,
Particulars
tax net of tax
1% increase (104.32) (78.06)
1% decrease 104.32 78.06
As at 31 March 2022
Impact on Profit or (loss) before Impact on equity,
Particulars
tax net of tax
1% increase (41.53) (31.08)
1% decrease 41.53 31.08
As at 31 March 2021 there are no fixed rate borrowings hence there are no impact on Profit or (loss) before tax and Impact on equity, net of tax.
Interest rate sensitivity has been calculated assuming the borrowings outstanding at reporting date have been outstanding for the entire reporting period/ year.
(ii) Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to USD, GBP, EURO, CNY and JPY. Foreign exchange risk
arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Group's functional currency. The functional currency of the Group is the
Indian Rupee (INR).
The following table details the Group’s sensitivity to a 1% increase and decrease in the INR against the relevant foreign currencies. (+)(-) 1% is the sensitivity rate used when reporting foreign
currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only
outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 1% change in foreign currency rates. A positive number below indicates an increase in
loss or decrease in equity where the INR strengthens 1% against the relevant currency. For a 1% weakening of the INR against the relevant currency, there would be a comparable impact on the
profit or equity, and the balances below would be negative. Impact of sensitivity on equity is not material and hence not disclosed.
Unhedged foreign currency exposure
Particulars USD GBP EURO CNY JPY
Trade payables
As at 30 June 2023 (in foreign currency, absolute numbers) 1,261,800.00 9,979.00 322,616.67 9,047,808.00 1,160,000.00
As at 30 June 2023 (in functional currency, INR million) 103.14 1.03 28.66 102.43 0.65
1% Increase (in functional currency, INR million) 1.04 0.01 0.29 1.02 0.01
1% Decrease (in functional currency, INR million) (1.04) (0.01) (0.29) (1.02) (0.01)
As at 31 March 2023 (in foreign currency, absolute numbers) 3,790 - 85,489 - -
As at 31 March 2023 (in functional currency, INR million) 0.31 - 7.58 - -
1% Increase (in functional currency, INR million) - - 0.08 - -
1% Decrease (in functional currency, INR million) - - (0.08) - -
As at 31 March 2022 (in foreign currency, absolute numbers) 782,637 3,109 589,135 - -
As at 31 March 2022 (in functional currency, INR million) 59.45 0.31 49.88 - -
1% Increase (in functional currency, INR million) 0.65 ^ 0.50 - -
1% Decrease (in functional currency, INR million) (0.65) ^ (0.50) - -
As at 31 March 2021 (in foreign currency, absolute numbers) - 5,800 35,171 - -
As at 31 March 2021 (in functional currency, INR million) - 0.50 3.55 - -
1% Increase (in functional currency, INR million) - ^ 0.04 - -
1% Decrease (in functional currency, INR million) - ^ (0.04) - -
Other financial liabilities
As at 30 June 2023 (in foreign currency, absolute numbers) 1,948,409 - - - -
As at 30 June 2023 (in functional currency, INR million) 159.89 - - - -
1% Increase (in functional currency, INR million) 1.60 - - - -
1% Decrease (in functional currency, INR million) (1.60) - - - -
As at 31 March 2023 (in foreign currency, absolute numbers) 1,948,409 - - - -
As at 31 March 2023 (in functional currency, INR million) 160.07 - - - -
1% Increase (in functional currency, INR million) 1.60 - - - -
1% Decrease (in functional currency, INR million) (1.60) - - - -
As at 31 March 2022 (in foreign currency, absolute numbers) 1,948,409 - - - -
As at 31 March 2022 (in functional currency, INR million) 148.20 - - - -
1% Increase (in functional currency, INR million) 1.48 - - - -
1% Decrease (in functional currency, INR million) (1.48) - - - -
As at 31 March 2021 (in foreign currency, absolute numbers) 1,785,537 - 386,579 - -
As at 31 March 2021 (in functional currency, INR million) 129.96 - 33.20 - -
1% Increase (in functional currency, INR million) 1.30 - 0.33 - -
1% Decrease (in functional currency, INR million) (1.30) - (0.33) - -
Exposure to currency risk
The Group did not enter into any derivative instruments contract during the three months period ended 30 June 2023 (31 March 2023: The Group entered into derivative instruments not in hedging
relationship by way of foreign exchange forward contracts. The Group had 3 forward exchange contracts in USD 17,122,977; 1 forward exchange contract each in JPY 1,262,650 and EUR 431,030
aggregating to Rs.1,447.20 million).
The above sensitivity analysis is based on a reasonably possible change in the underlying foreign currency against the Indian Rupee computed from historical data and is representative of the foreign
exchange currency risk inherent in financial assets and financial liabilities reported at the reporting
288 date.
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
32. Additional information pursuant to paragraph 2 of divisions II of schedule III to the Companies Act, 2013 'General instructions for preparation of consolidated financial statements'.
As at/ For the period ended 30 June 2023
Net assets Share in profit/(loss) Share in other comprehensive income/(loss) Share in total comprehensive income/(loss)
Name of the entity As % of Amount As % of Amount As % of Amount As % of Amount
consolidated net consolidated profit or consolidated other consolidated total
assets loss comprehensive income comprehensive loss
Parent
OLA Electric Mobility Limited (formerly known as OLA Electric 212.14 44,794.00 (3.00) 80.10 24.97 (2.22) (2.91) 77.88
Mobility Private Limited)
Indian subsidiaries
OLA Electric Technologies Private Limited 8.41 1,776.30 94.77 (2,531.80) 180.65 (16.06) 95.05 (2,547.86)
OLA Electric Charging Private Limited (0.05) (10.07) 0.10 (2.84) - - 0.11 (2.84)
OLA Cell Technologies Private Limited 4.79 1,010.68 4.34 (115.86) (1.35) 0.12 4.32 (115.74)
-
Foreign subsidiaries -
OLA Electric Mobility Private limited USA Inc. (0.70) (148.81) 2.97 (79.30) (5.62) 0.50 2.94 (78.80)
Ola Electric Mobility Private Limited B.V (Netherlands) 3.89 820.50 0.36 (9.60) (47.24) 4.20 0.20 (5.40)
Etergo B.V (Netherlands) (6.22) (1,313.80) 0.25 (6.80) 128.23 (11.40) 0.68 (18.20)
Etergo Operation B.V (Netherlands) - (0.58) - (0.03) 0.11 (0.01) - (0.04)
Ola Electric UK Private Limited 2.14 452.50 1.16 (30.90) (128.23) 11.40 0.73 (19.50)
Ola Electric Technologies Private Limited B.V (Netherlands) - 0.49 0.01 (0.14) 0.11 (0.01) 0.01 (0.15)
EIA Trading (Shanghai) Co. Ltd. (China) - - - - - - - -
-
Adjustments arising out of consolidation (124.40) (26,266.16) (0.96) 25.61 (51.63) 4.59 (1.13) 30.20
Non-controlling interest in subsidiaries - - - - - - - -
Total 100.00 21,115.05 100.00 (2,671.56) 100.00 (8.89) 100.00 (2,680.45)
As at/ For the year ended 31 March 2023
Net assets Share in profit/(loss) Share in other comprehensive income/(loss) Share in total comprehensive income/(loss)
Name of the entity As % of Amount As % of Amount As % of Amount As % of Amount
consolidated net consolidated profit or consolidated other consolidated total
assets loss comprehensive income comprehensive loss
Parent
OLA Electric Mobility Limited (formerly known as OLA Electric 188.78 44,484.79 2.63 (387.27) 50.44 2.30 2.62 (384.97)
Mobility Private Limited)
Indian subsidiaries
OLA Electric Technologies Private Limited 13.47 3,175.18 94.53 (13,915.12) (85.97) (3.92) 94.58 (13,919.04)
OLA Electric Charging Private Limited (0.03) (7.27) 0.06 (9.42) - - 0.06 (9.42)
OLA Cell Technologies Private Limited 1.55 364.56 0.94 (137.94) - - 0.94 (137.94)
Foreign subsidiaries
OLA Electric Mobility Private limited USA Inc. (0.51) (119.41) 0.98 (144.48) (145.61) (6.64) 1.03 (151.12)
OLA Electric Mobility Private Limited B.V (Netherlands) 2.60 613.70 0.29 (42.60) 618.42 28.20 0.10 (14.40)
Etergo B.V (Netherlands) (5.51) (1,299.10) 0.24 (36.00) (1,486.84) (67.80) 0.71 (103.80)
Etergo Operations B.V (Netherlands) - (0.50) - (0.20) - - - (0.20)
OLA Electric UK Private limited 1.38 324.20 1.32 (194.70) (359.65) (16.40) 1.43 (211.10)
OLA Electric Technologies Private Limited B.V (Netherlands) - 0.60 - (0.20) - - - (0.20)
Adjustments arising out of consolidation (101.73) (23,972.31) (0.99) 147.14 1,509.21 68.82 (1.47) 215.96
Non-controlling interest in subsidiaries
Total 100.00 23,564.44 100.00 (14,720.79) 100.00 4.56 100.00 (14,716.23)
289
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
32. Additional information pursuant to paragraph 2 of divisions II of schedule III to the Companies Act, 2013 'General instructions for preparation of Consolidated Financial statements' (continued).
As at/ For the year ended 31 March 2022
Net assets Share in profit/(loss) Share in other comprehensive income/(loss) Share in total comprehensive income/(loss)
Name of the entity As % of Amount As % of Amount As % of Amount As % of Amount
consolidated net consolidated profit or consolidated other consolidated total
assets loss comprehensive income comprehensive loss
Parent
OLA Electric Mobility Limited (formerly known as OLA Electric 118.00 43,203.60 28.42 (2,228.90) (56.95) (3.81) 28.00 (2,232.70)
Mobility Private Limited)
Indian subsidiaries
OLA Electric Technologies Private Limited 11.33 4,146.80 79.09 (6,201.10) 244.99 16.39 79.00 (6,184.70)
OLA Electric Charging Private Limited - 0.10 - (0.10) - - - (0.10)
Foreign subsidiaries
OLA Electric Mobility Private limited USA Inc. (0.19) (68.70) 0.21 (16.30) (34.38) (2.30) - (18.60)
OLA Electric Mobility Netherlands B.V and its subsidiaries (0.21) (73.20) 11.71 (918.40) (53.66) (3.59) 12.00 (922.00)
Adjustments arising out of consolidation (28.93) (10,594.08) (19.43) 1,523.30 - - (19.00) 1,523.29
Non-controlling interest in subsidiaries
Total 100.00 36,614.52 100.00 (7,841.50) 100.00 6.69 100.00 (7,834.81)
As at/ For the year ended 31 March 2021
Net assets Share in profit/(loss) Share in other comprehensive income/(loss) Share in total comprehensive income/(loss)
Name of the entity As % of Amount As % of Amount As % of Amount As % of Amount
consolidated net consolidated profit or consolidated other consolidated total
assets loss comprehensive income comprehensive loss
Parent
OLA Electric Mobility Limited (formerly known as OLA Electric 104.97 20,686.00 52.04 (1,036.90) 28.09 (5.00) 51.83 (1,041.90)
Mobility Private Limited)
Indian subsidiaries
OLA Electric Technologies Private Limited 0.01 2.60 5.16 (102.72) - - 5.11 (102.72)
Foreign subsidiaries
OLA Electric Mobility Private limited USA Inc. (0.25) (50.20) 9.64 (192.00) (1.69) 0.30 9.54 (191.70)
OLA Electric Mobility Netherlands B.V and its subsidiaries 2.29 450.80 33.16 (660.70) 73.60 (13.10) 33.52 (673.80)
Adjustments arising out of consolidation (7.02) (1,383.05) - - - - - -
Non-controlling interest in subsidiaries - - - - - - - -
Total 100.00 19,706.15 100.00 (1,992.32) 100.00 (17.80) 100.00 (2,010.12)
290
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Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
33. Contingent liabilities and capital commitments As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
a. Contingent liabilities
There are no contingent liabilities as at 30 June 2023 (31 March 2023, 31 March 2022, 31 March 2021).
b. Commitments
(i) Capital commitments 7,823.26 3,634.20 1,276.58 2,166.48
Estimated amount remaining to be executed on account of capital contracts (Net of advances)
(ii) Other commitments (in relation to government incentive, refer note 8)
c. Guarantees
The Group has issued corporate guarantees, in favour of the Banks / Lenders on behalf of its subsidiary OLA Electric Technologies Private limited for the purposes of working capital and other general corporate purposes:
(i) OLA Electric Technologies Private Limited 16,089.43 16,381.76 7,435.50 326.12
34. Employee benefits
Contribution to provident fund (Defined contribution):
The Group makes contributions, determined as a specified percentage of employee salaries, in respect of employees of the Indian companies in the Group towards Provident Fund, which is a defined contribution plan. The
Group has no obligations other than to make the specified contributions. The contribution are charged to the statement of profit and loss as they accrue. The amount recognised as an expense towards contribution to
Provident Fund for the three months period ended 30 June 2023 aggregated to INR 31.84 million (31 March 2023: INR 91.6 million , 31 March 2022: INR 59.74 million, 31 March 2021 : INR 14.78 million).
Compensated absences (other short-term employee benefit):
The Group provides compensated absences facility subject to certain rules. The liability is provided for based on the number of days of unutilized leave at each balance sheet date on the basis of current salary. An amount of
INR 13.67 million (31 March 2023: INR 34.20 million, 31 March 2022: INR 42.70 million, 31 March 2021: INR 7.70 million) has been recognised in the statement of profit and loss on account of provision for compensated
absences.
Gratuity (Defined benefit plan):
The Indian Companies within the Group have a defined benefit gratuity plan as per the Payment of Gratuity Act, 1972 (‘Gratuity Act’). Under the Gratuity Act, an employee who has completed five years of service is entitled to
specific benefit. The level of benefit provided is depending on the employee’s length of service and salary at retirement/termination.
The present value of the obligation under such defined benefit plan is determined based on an actuarial valuation as at the reporting date using the projected unit credit method. The Group recognizes the net obligation of a
defined benefit plan in its Balance Sheet as an asset or liability. Gains and losses through re-measurements of the net defined benefit liability / (asset) are recognized in other comprehensive income and are not reclassified to
profit or loss in subsequent periods.
Group's Gratuity scheme for employees is unfunded.
Based on an independent actuarial valuations, the following tables set out the amounts recognised in the Group's restated consolidated financial statements:
Reconciliation of present value of defined benefit obligation Gratuity (unfunded)
As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Obligations at the beginning of the period/year 55.22 30.04 20.89 10.00
Obligations transferred in during the period/year 2.86 2.33 0.39 4.96
Obligations transferred out during the period/year (2.70) (0.71) (0.70) -
Current service cost 8.65 22.65 22.94 6.35
Interest cost 1.04 1.66 1.30 0.68
Benefit paid (0.45) (2.37) (2.20) (6.10)
Actuarial losses/(gains) on obligations recognised in Other Comprehensive Income(OCI) 18.16 1.62 (12.58) 5.00
Obligations at the end of the period/year 82.78 55.22 30.04 20.89
Current 3.60 4.72 3.24 2.09
Non-current 79.18 50.50 26.80 18.80
Expense recognised in the statement of profit and loss:
Particulars For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Current service cost 8.65 22.65 22.94 6.35
Interest cost 1.04 1.66 1.30 0.68
Net gratuity cost 9.69 24.31 24.24 7.03
Remeasurements recognised in other comprehensive income:
Particulars For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Remeasurements - actuarial (gain)/loss (18.16) (1.62) 12.58 5.00
(18.16) (1.62) 12.58 5.00
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291
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
34. Employee benefits (continued)
Assumptions used to determine defined benefit obligation:
Particulars As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Discount Rate 7.20% 7.20% 5.66% 5.18%
Weighted average rate of increase in compensation levels 12% p.a. for the next 1 12% p.a. for the next 1 12% p.a. for the next 1 12% p.a. for the next 1
year, 10% p.a. thereafter year, 10% p.a. thereafter year, 10% p.a. thereafter year, 10% p.a. thereafter
Rate of employee turnover 17%-34% 29%-33% 25.00% 26.00%
Mortality rate during employment Indian Assured Lives Indian Assured Lives Indian Assured Lives Indian Assured Lives
Mortality (2012-14) Mortality (2012-14) Mortality (2012-14) Mortality (2012-14)
Ultimate Ultimate Ultimate Ultimate
Weighted average duration of projected benefit obligation 5 years 5 years 6 years 6 years
Retirement age 58 & 60 years 58 & 60 years 58 & 60 years 58 & 60 years
The Group assesses these assumptions with its projected long-term plans of growth and prevalent industry standards. The discount rate is based on the government securities yield.
Sensitivity analysis of significant assumptions:
The following table presents a sensitivity analysis to one of the relevant actuarial assumptions, holding other assumptions constant, showing how the defined benefit obligation would have been affected by changes in the
relevant actuarial assumptions that were reasonably possible at the reporting date.
Particulars For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Discount rate
1% increase (4.95) (2.43) (1.25) (0.92)
1% decrease 5.49 2.62 1.35 1.01
Increase in compensation levels
1% increase 4.87 2.36 1.20 0.95
1% decrease (4.56) (2.24) (1.15) (0.89)
Employee turnover
1% increase (3.28) (1.98) (1.05) (0.57)
1% decrease 3.47 2.08 1.11 0.60
Sensitivity for significant actuarial assumptions is computed by varying one actuarial assumption used for the valuation of the defined benefit obligation by one percentage, keeping all other actuarial assumptions constant.
Maturity profile of defined benefit obligation:
As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Within 1 year 3.60 4.72 3.25 2.09
Between 1 and 5 years 34.49 30.13 15.97 11.00
Between 5 and 10 years 53.28 32.60 14.66 9.33
10 years and above 49.73 12.72 4.73 4.95
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292
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
35. Related parties
A. Related party relationships
Names of the related parties and description of relationship
I. Enterprises where control exist
Subsidiaries
- Ola Electric Technologies Private Limited, India
- Ola Electric Charging Private Limited, India
- Ola Cell Technologies Private Limited, India
- Ola Electric Mobility B.V, Netherlands
- Ola Electric Mobility Inc., USA
- Etergo B.V, Netherlands*
- Etergo Operations B.V, Netherlands**
- Ola Electric UK Private Limited, United Kingdom*
- Ola Electric Technologies B.V, Netherlands*
- EIA Trading (Shanghai) Co. Ltd. (China)*
*Wholly owned subsidiary of Ola Electric Mobility B.V., Netherlands
**Wholly owned subsidiary of Etergo B.V., Netherlands
Other companies/ firms in which directors or their relatives are interested
- ANI Technologies Private Limited, India
- OLA Fleet Technologies Private Limited, India
- OLA Financial Services Private Limited, India
- Pisces eServices Private Limited, India
- OLA USA Inc., USA
- OLA Stores Technologies Private Limited, India
Entities over which key management personnel are able to exercise significant influence
- OEM Employees Welfare Trust
II. Other related parties
Key managerial personnel
Directors
- Bhavish Aggarwal (Chairman & Managing Director)(with effect from 06 December 2023)
- Krishnamurthy Venugopala Tenneti (Non-Executive Director)(with effect from 30th September 2020)
- Arun Sarin (Non-Executive Director)
- Subbu Venkata Rama Behara (Non-Executive Director)(upto 03 December 2023)
- Amit Anchal (Non-Executive Director) (with effect from 28th July 2022 till 07 December 2023)
- Jaime Ardila Gomez (Non-Executive Director)(upto 01 December 2023)
- Saurabh Jalan (Non-Executive Director) (with effect from 20 July 2020 till 25 October 2021)
- Richard Giles Whiting Jr (Non-Executive Director) (upto 20 July 2020)
- Ankit Jain (Executive Director) (upto 30 September 2020)
- Sumer Juneja (Non-Executive Director) (with effect from 01 November 2021 till 04 December 2023)
- Prabhakar Bapusaheb Patil (Non-Executive Director) (with effect from 16 March 2022 till 30 November 2023)
- Manoj Kumar Kohli (Additional Director in the capicity of Independent Director) (with effect from 06 December 2023)
- Shradha Sharma (Additional Director in the capicity of Independent Woman Director) (with effect from 06 December 2023)
- Ananth Sankaranarayanan (Additional Director in the capicity of Independent Director) (with effect from 06 December 2023)
Executive officers
- G R Arun Kumar (Group Chief Financial Officer) (with effect from 29 April 2021 till 5 December 2023)
- Kishan Bharadwaj (Company Secretary) (with effect from 29 January 2021 to 30 December 2022)*
- Pramendar Tomar (Company Secretary) (with effect from 29 June 2023)*
- Harish Abichandani (Chief Financial Officer) (with effect from 6 December 2023)
*As on 31 March 2023, the Company was in the process of appointing a Company Secretary and subsequent to the year end, completed the appointment within six months from the resignation of the erstwhile Company
Secretary
B. Related party transactions For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Expenses reimbursement to***:
ANI Technologies Private Limited 388.06 1,427.72 355.31 49.01
Ola USA Inc. , USA - 21.15 17.64 27.47
OLA Financial Services Private Limited 10.14 7.09 - 0.20
Pisces eServices Private Limited - 0.22 0.03 -
OLA Fleet Technologies Private Limited 676.03 1,842.95 137.47 -
Expenses incurred on behalf of:
ANI Technologies Private Limited 16.58 103.54 65.62 -
Pisces E Services Private Limited - 1.11 2.20 0.03
OLA Fleet Technologies Private Limited 147.13 354.95 63.71 8.90
OLA Financial Services Private Limited 0.02 0.97 25.60 -
Ola USA Inc. , USA 0.18 - - -
Sale of goods & services
OLA Fleet Technologies Private Limited 449.64 1,536.91 124.51 -
Purchase of services
OLA Fleet Technologies Private Limited 647.14 1,824.26 423.20 -
Purchase of raw material and components
Ola Stores Technologies Private Limited - 0.05 - -
Purchase of property, plant and equipment
Ola Stores Technologies Private Limited - 0.17 - -
Interest on loan
Ola USA Inc., USA 0.79 2.84 1.22 1.70
Loan received
Ola USA Inc., USA - - 17.20 30.07
Lease rental expense, electricity and maintenance charges
OLA Fleet Technologies Private Limited - - 40.35 15.95
293
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
35. Related parties (continued)
B. Related party transactions (continued) For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Remuneration paid to directors & executive officers**
Short-term employee benefits 10.88 47.42 118.36 45.40
Share-based payment 27.15 380.20 258.09 214.00
Remuneration to non executive director # 82.60 29.90 - -
** The aforesaid amounts does not include provision for gratuity as the same is determined for the Group as a whole based on actuarial valuation and actual liability respectively.
# The Company's Board of Directors, during its meeting held on 10 November 2023, approved service consideration to Mr. Bhavish Aggarwal for the years ended 31 March 2023 and 31 March 2024. An amount of INR 60.10
million has been approved for the year ended 31 March 2023 and has been accounted in the consolidated financial statements for the three months period ended 30 June 2023. This is in addition to an amount of INR 29.90
million which has been paid by ANI Technologies Pvt. Ltd. to Mr. Bhavish Aggarwal for the year ended 31 March 2023 and cross charged to Ola Electric Technologies Pvt. Ltd. (a wholly owned subsidiary of the Company).
Further, for the year ended 31 March 2024, the Board during its meeting held on 10 November 2023 has approved an overall service consideration of INR 90.00 million to Mr. Bhavish Aggarwal. Accordingly, an amount of INR
22.50 million related to the service provided for the three months period ended 30 June 2023 has been accounted in the consolidated financial statements for the three months period ended 30 June 2023.
***expense reimbursement to related parties pertains to various operating expenses incurred by the related parties on behalf of the Group. The same has been debited to the respective nature of expenses in the financial
statement.
C. Balances outstanding with respect to related parties As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Other financial liabilities
OLA Fleet Technologies Private Limited 472.14 340.09 157.73 20.80
ANI Technologies Private Limited 1,298.19 908.70 243.09 107.90
Ola USA Inc. 159.89 160.07 138.92 121.30
Pisces E Services Private Limited 0.26 0.23 0.06 -
OLA Financial Services Private Limited 103.72 344.81 - -
Other financial assets
OLA Fleet Technologies Private Limited 492.12 344.92 75.08 8.10
Ola Financial services Private Limited 507.32 688.31 36.07 0.20
ANI Technologies Private Limited 219.99 200.47 65.62 18.20
Pisces E Services Private Limited 3.28 3.28 2.18 -
Trade payables
OLA Fleet Technologies Private Limited 1,180.60 1,002.90 468.70 -
Trade receivables
OLA Fleet Technologies Private Limited 925.60 842.47 152.20 -
Receivable towards security deposit given
ANI Technologies Private Limited - - 5.40 5.40
Current borrowings
Ola USA Inc. 69.16 69.41 65.48 48.30
Interest payable on current borrowings
Ola USA Inc. 7.14 6.36 3.09 1.90
Terms and conditions of transactions with related parties
The transaction with related parties are made on terms equivalent to those that prevail in arm’s length transactions
Letter of financial and operational support/undertaking given to the following subsidiaries
- Ola Electric Technologies Private Limited, India
- OLA Electric Charging Private Limited, India
- Ola Cell Technologies Private Limited, India
- Ola Electric Mobility B.V, Netherlands
- Ola Electric Mobility Inc., USA
- Etergo B.V, Netherlands*
- Etergo Operations B.V, Netherlands**
- Ola Electric UK Private Limited, United Kingdom*
*Wholly owned subsidiary of Ola Electric Mobility B.V., Netherlands
**Wholly owned subsidiary of Etergo B.V., Netherlands
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294
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
35. Related parties (continued)
D. Details of transactions and balances in accordance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
(i) The following are the details of the transactions eliminated on consolidation during the period/year: For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
In the books of OLA Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited)
Expenses reimbursement to:
OLA Electric Technologies Private Limited 22.67 148.54 - -
Expenses incurred on behalf of:
OLA Electric Technologies Private Limited 183.06 333.86 689.61 98.01
Ola Electric Mobility B.V. , Netherlands - - - 9.43
OLA Electric Charging Private Limited 0.32 3.03 - -
OLA Cell Technologies Private Limited 7.78 90.90 - -
Sale of raw materials and components
OLA Electric Technologies Private Limited - 1.61 96.66 -
Transfer of capital goods
OLA Electric Technologies Private Limited - - 355.11 -
Transfer of capital work-in-progress and intangibles under development(payment)
OLA Electric Technologies Private Limited 70.56 - - -
Transfer of capital work-in-progress and intangibles under development(receipt)
OLA Electric Technologies Private Limited - 440.57 - -
Ola Electric Charging Private Limited - 16.99 - -
Ola Cell Technologies Private Limited - 350.00 - -
Revenue from operations
OLA Electric Technologies Private Limited 549.40 5.50 - -
Other operating revenue
OLA Electric Technologies Private Limited - 1,237.70 - -
Purchases of services
OLA Electric Technologies Private Limited - 11.95 3.17 -
Loans given
OLA Electric Technologies Private Limited - - 33.01 456.22
Guarantee commission income
OLA Electric Technologies Private Limited 25.81 81.40 18.40 0.13
Interest income on loan given
OLA Electric Technologies Private Limited 14.53 49.33 41.60 9.03
Interest income on CCD
OLA Electric Technologies Private Limited 0.05 0.16 0.03 -
Investment in equity instruments #
OLA Electric Mobility B.V. , Netherlands 159.86 414.18 405.30 1,117.48
OLA Electric Mobility Inc. , USA 14.49 100.53 - 160.22
OLA Electric Technologies Private 94.96 299.43 217.80 105.30
Ola Electric Charging Private Limited 2.00 - 0.10 -
OLA Cell Technologies Private Limited 851.76 0.10 - -
# Includes investments in the form of share-based payments.
Investments in compulsorily convertible debentures
OLA Electric Technologies Private Limited 912.00 13,790.00 8,111.20 -
OLA Cell Technologies Private Limited - 302.40 - -
Application money paid towards securities
OLA Electric Technologies Private Limited 1,000.00 858.00 2,000.00 -
OLA Electric Mobility B.V. , Netherlands 212.20 158.70 - -
OLA Cell Technologies Private Limited 110.00 200.00 - -
OLA Electric Mobility Inc. , USA 34.88 -
Ola Electric Charging Private Limited - 2.00 - -
Corporate guarantee given
Ola Electric Technologies Private Limited - 8,946.25 7,109.40 326.10
In the books of OLA Electric Technologies Private Limited
Issue of equity share capital
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) - - 217.80 -
Issue of instruments entirely equity in nature - compulsorily convertible debentures (CCDs)
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 912.00 13,790.00 8,111.20 -
Money received on account of CCDs
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 1,000.00 858.00 2,000.00 -
Loans taken during the period
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) - - 33.01 456.22
Interest expense on loan taken
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 14.53 49.33 41.60 9.03
Interest expense on CCD issued
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 0.05 0.16 0.03 -
Guarantee commission expense
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 25.81 81.40 18.40 0.13
295
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
35. Related parties (continued)
(i) The following are the details of the transactions eliminated on consolidation during the period/year: For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Expenses reimbursement to:
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 182.96 1,571.56 689.61 98.01
Ola Electric Mobility Inc., USA - 3.23 - -
Ola Cell Technologies Private Limited 5.47
Ola Electric UK Private Limited - 0.20 - -
Expenses reimbursement on behalf of:
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 22.67 148.54 - -
Etergo BV - - 0.30 -
Ola Cell Technologies Private Limited 11.70 34.16
Ola Electric Charging Private Limited 0.09 3.66 - -
Purchase of raw materials, components and services
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 549.40 7.11 96.66 -
Transfer of lease rights
Ola Cell Technologies Private Limited - 88.75 - -
Transfer of capital work-in-progress and intangibles under development (payment)
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) - 440.57 - -
Transfer of capital work-in-progress and intangibles under development (receipt)
Ola Cell Technologies Private Limited 85.92 553.19 - -
Ola Electric Charging Private Limited 3.37 9.71 - -
Ola Electric Mobility Private Limited 70.56 - - -
Purchase of capital goods
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) - - 355.11 -
Ola Electric Mobility BV (Netherlands) - - 17.63 -
Sale of goods & services
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) - 11.95 3.17 -
Ola Electric Mobility BV (Netherlands) - 1.56 - -
Employee shared based payment reserve
Ola Electric Mobility Private Limited 94.96 - - -
Corporate guarantee taken
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) - 8,946.25 7,109.40 326.10
In the books of OLA Electric Charging Private Limited
Equity share capital contribution by holding company
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 2.00 - 0.10 -
Application money received towards securities
Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited) - 2.00 - -
Reimbursement of expenses
Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited) 0.32 3.03 - -
Ola Electric Technologies Private Limited 0.09 3.66 - -
Transfer of capital work-in-progress and intangibles under development (payment)
Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited) - 16.99 - -
Ola Electric Technologies Private Limited 3.37 9.71 - -
In the books of OLA Cell Technologies Private Limited
-
Issue of equity share capital
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 850.00 0.10 - -
Employee shared based payment reserve
Ola Electric Mobility Private Limited 1.76 - - -
Application money received towards securities
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 110.00 200.00 - -
Issue of Instruments entirely equity in nature - compulsorily convertible debentures (CCDs)
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) - 302.40 - -
Purchase of leasehold land rights
Ola Electric Technologies Private Limited - 88.75 - -
Reimbursement of expenses (payment of statutory dues)
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 7.78 90.90 - -
Ola Electric Technologies Private Limited 11.70 34.16 - -
Transfer of capital work-in-progress and intangibles under development (payment)
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) - 553.19 - -
Ola Electric Technologies Private Limited 85.92 350.00 - -
Ola Electric UK Private Limited 3.55 5.27 - -
Reimbursement of expenses (receipt)
Ola Electric Technologies Private Limited 5.47 - - -
296
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
35 Related parties (continued)
(i) The following are the details of the transactions eliminated on consolidation during the period/year: For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
In the books of OLA Electric Mobility B.V, Netherlands
Expenses reimbursement to:
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) - - - 9.43
Expenses incurred on behalf of:
Etergo BV - 67.46 - -
Sale of capital goods
OLA Electric Technologies Private Limited - - 17.63 -
-
Purchases of capital goods
Etergo B.V (Netherlands) - - 16.56 -
Ola Electric Technologies Private Limited - 1.56 - -
Advance given
Etergo B.V (Netherlands) - - 367 792.60
-
Interest income on advance given
Etergo B.V (Netherlands) - - 31.50 11.20
Issue of Equity share capital
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 158.67 408.00 410.70 331.20
Investment in equity instruments
Etergo B.V (Netherlands) 70.30 - - 162.00
Ola Electric UK Private Limited 218.20 357.50 27.20 -
Ola Electric Technologies B.V. (Netherlands) - 0.90 - -
Application money paid towards securities
Etergo B.V (Netherlands) 3.30 70.30 - -
Ola Electric UK Private Limited 147.90 212.90 27.60 -
Application money received towards securities
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 212.20 158.70 - 776.28
In the books of Etergo B.V, Netherlands
Expenses reimbursement to:
Ola Electric Mobility B.V. (Netherlands) - 67.46 - -
OLA Electric Technologies Private Limited - - 0.30 -
Sale of capital goods
Ola Electric Mobility B.V. (Netherlands) - - 16.56 -
Loans taken
Ola Electric Mobility B.V. (Netherlands) - - 367.00 792.60
Interest payable on loan taken
Ola Electric Mobility B.V. (Netherlands) - - 31.50 11.20
Transfer of equity share capital
Ola Electric Mobility B.V. (Netherlands) 70.30 - - 0.20
Application money received towards securities
Ola Electric Mobility B.V. (Netherlands) 3.30 70.30 - -
Investment in equity instruments
Etergo Operations B.V. (Netherlands) - - - 0.01
Equity contribution from ultimate holding company
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 0.20 0.17 - 10.00
Reduction in equity contribution from ultimate holding company on forfeiture of shares
OLA Electric Mobility limited (formerly known as OLA Electric Mobility Private Limited) - - 9.20 -
In the books of Ola Electric UK Private Limited
Transfer of capital work-in-progress and intangibles under development (receipt)
OLA Cell Technologies Private Limited 3.55 5.27 - -
Expenses reimbursement on behalf of:
OLA Electric Technologies Private Limited - 0.20 - -
Issue of equity share capital
Ola Electric Mobility B.V. (Netherlands) 185.22 357.50 27.20 -
Application money received towards securities
Ola Electric Mobility B.V. (Netherlands) 147.90 212.90 27.60 -
Equity contribution from ultimate holding company
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 1.02
Loan given
OLA Electric Mobility Inc. , USA 12.31 - - -
In the books of OLA Electric Mobility Inc. , USA
Issue of equity shares
Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited) - 95.10 - -
Application money received towards securities
Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited) 34.88 - - -
-
Loan taken
Ola Electric UK Private Limited 12.31 - - -
Expenses incurred on behalf of
Ola Electric Technologies Private Limited - 3.23 - -
In the books of Ola Electric Technologies B.V. (Netherlands)
Issue of equity share capital
Ola Electric Mobility B.V. (Netherlands) - 0.90 - -
In the books of Etergo Operations B.V. (Netherlands)
Issue of equity shares
Etergo B.V, Netherlands - - - 0.01
297
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
35. Related parties (continued)
(ii) The following are the details of the balances eliminated on consolidation during the period/year: As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
In the books of OLA Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited)
Other financial liabilities
Ola Electric Technologies Private 30.80 16.49 - -
Other financial assets
OLA Electric Technologies Private 3,105.23 3,001.00 1,206.64 98.01
Ola Electric Mobility B.V. , Netherlands 9.74 9.75 9.43 9.43
Ola Electric Charging Private Limited 20.35 20.03 - -
Ola Cell Technologies Private Limited 448.70 440.92 - -
Corporate guarantee given
Ola Electric Technologies Private 16,089.44 16,381.80 7,435.55 326.10
Ola Cell Technologies Private Limited 1,250.00 - - -
Loan
OLA Electric Technologies Private Limited 489.23 489.23 489.23 456.22
Interest receivable on loan/guarantee
OLA Electric Technologies Private Limited 108.36 93.85 45.58 8.96
Ola Cell Technologies Private Limited - - - -
Guarantee commission receivable
OLA Electric Technologies Private Limited 125.72 99.90 18.49 0.13
Trade receivables
OLA Electric Technologies Private Limited 698.26 121.70 114.06 -
Trade payables
OLA Electric Technologies Private Limited 13.83 13.83 3.75 -
.
In the books of OLA Electric Technologies Private Limited
Borrowings
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 489.23 489.23 489.23 456.22
Interest payable on loan
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 108.16 93.70 45.55 8.96
Interest payable on CCD
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 0.20 0.15 0.03 -
Guarantee commission payable
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 125.72 99.90 18.49 0.13
Other financial liabilities
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 2,645.43 2,541.29 659.60 98.01
Ola Electric Mobility BV 17.60 17.60 17.60 -
Ola Electric UK Private Limited 0.16 - -
Ola Cell Technologies Private Limited 5.48 - - -
Ola Electric Mobility Inc., USA 3.23 3.23 - -
Other financial assets
Etergo BV 0.30 0.30 0.30 -
OLA Electric Charging Private Limited 16.82 13.37 - -
OLA Cell Technologies Private Limited 789.70 692.08 - -
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 30.80 16.49 - -
Trade payables
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 1,157.93 581.41 661.10 -
Trade receivables
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 13.83 13.83 3.75 -
Ola Electric Mobility BV 1.56 1.56 - -
Corporate guarantee taken
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 16,089.44 16,381.80 7,435.55 326.10
In the books of OLA Electric Charging Private Limited
Other financial liabilities
Ola Electric Technologies Private Limited 16.82 13.37 - -
Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited) 20.35 20.03 - -
In the books of OLA Cell Technologies Private Limited
Interest payable on loan
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) - - - -
-
Other financial liabilities
Ola Electric Technologies Private Limited 789.70 692.08 - -
Ola Electric Mobility Limited(formerly known as Ola Electric Mobility Private Limited) 448.70 440.92 - -
Ola Electric UK Private Limited 8.82 5.27 - -
Other financial assets
Ola Electric Technologies Private Limited 5.48 - - -
298
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
35. Related parties (continued) As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
In the books of OLA Electric Mobility B.V, Netherlands
Loans
Etergo B.V (Netherlands) - - - 803.70
Other financial assets
Ola Electric Technologies Private Limited 17.60 17.60 17.60 -
Trade payables
Ola Electric Technologies Private Limited 1.56 1.56 - -
Other financial liabilities
Ola Electric Mobility Private Limited 9.74 9.75 9.43 9.43
Etergo B.V (Netherlands) 17.60 17.40 16.30 -
In the books of Etergo B.V, Netherlands
Other financial liabilities
Ola Electric Mobility B.V. (Netherlands) 1,279.30 1,268.10 1,201.40 803.70
Ola Electric Technologies Private Limited 0.30 0.30 0.30 -
Other financial assets
Ola Electric Mobility B.V. (Netherlands) 17.60 17.40 16.30 -
Etergo Operations B.V. (Netherlands) 0.20 0.20 - -
Equity contribution from ultimate parent company
OLA Electric Mobility limited (formerly known as OLA Electric Mobility Private Limited) - 1.50 0.80 10.00
In the books of Ola Electric UK Private Limited
Other financial assets
OLA Cell Technologies Private Limited 8.82 5.27 - -
OLA Electric Technologies Private Limited - 0.16 - -
In the books of OLA Electric Mobility Inc. , USA
Other financial assets
Ola Electric Technologies Private Limited 3.23 3.23 - -
In the books of Etergo Operations B.V. (Netherlands)
Other financial liabilities
Etergo B.V (Netherlands) 0.20 0.20 - -
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OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
36. Dues to micro enterprises and small enterprises
The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its
customers the "Entrepreneurs Memorandum Number" as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 30 June 2023, 31 March 2023, 31
March 2022, 31 March 2021 has been made in these restated consolidated financial statements based on information received and available with the Group. Further in view of the management, the impact of interest, if any,
that may be payable in accordance with the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 (‘the Act’) is not expected to be material. The Group has not received any claim for interest from any
supplier in this regard.
Total outstanding dues of micro enterprises and small enterprises (as per the intimation received from vendors) is as follows:
For the three months For the For the For the
Particulars period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
(i) The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of the period/year:
- Principal amount 722.44 451.04 349.2 4.50
- Interest 0.30 0.20 - -
(ii) The amount of interest paid by the Group in terms of Section 16 of the MSMED Act, 2006 along with the amount of the
payment made to the supplier beyond the appointed day during each accounting year/ period. - - - -
(iii) The amount of interest due and payable for the period of delay in making payment (which has been paid but beyond
the appointed day during the year) but without adding the interest specified under MSMED Act, 2006. - - - -
(iv) Amount of interest accrued and remaining unpaid at the end of the accounting year 0.30 0.20 - -
(v) The amount of further interest remaining due and payable even in the succeeding years, until such date when the
interest dues as above are actually paid to the small enterprise for the purposes of disallowance as a deductible - - - -
expenditure under the MSMED Act, 2006
The above disclosures are provided by the Group based on the information available with the Group in respect of the registration status of its vendors/ suppliers.
37. Leases
Where group is a lessee
A. Short-term leases
The Group has certain operating leases for office facilities (short-term leases). Rental expenses of INR 107.37 million (31 March 2023: INR 363.91 million, 31 March 2022: INR 285.30 million and 31 March 2021 : INR 69.81
million) in respect of obligation under operating leases have been recognised in the Restated Consolidated Financial Statement of Profit and Loss.
B. Lease liabilities
The Group has taken land and office facilities under lease and liability towards these leases are classified as lease liabilities. The lease term ranges from 5 to 6 years.
Following is the movement of lease liability during the period/ year :
As at As at As at As at
Particulars
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Balance at the beginning of the period/year 500.21 533.93 33.00 46.80
Addition during the period/year - 18.94 1,080.10 325.40
Deletion during the period/year - - (33.07) -
Finance cost accrued during the period/year 10.40 45.64 7.30 3.70
Payment of lease liabilities (Principal & Interest) (34.76) (98.30) (553.40) (342.90)
Balance at the end of the period/year 475.85 500.21 533.93 33.00
Non-current 370.33 398.60 490.37 24.30
Current 105.52 101.61 43.56 8.70
The total undiscounted minimum lease payments are as follows.
As at As at As at As at
Term 30 June 2023 31 March 2023 31 March 2022 31 March 2021
Not later than 1 year 141.77 140.03 90.10 8.70
Later than 1 year and less than 5 years 416.86 453.36 569.10 24.30
Later than five years - - 12.60 -
558.63 593.39 671.80 33.00
The following are the amounts recognized in Restated Consolidated Financial Statement of Profit and Loss:
For the three months For the For the For the
Particulars period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
- Depreciation expenses of right-of-use assets 2.25 26.51 22.20 17.00
- Interest expense on lease liabilities - 7.88 7.30 3.70
- Expenses relating to short term leases 107.37 363.91 285.30 69.81
- Expenses relating to low value assets - - - -
Total amount recognized in profit and loss 109.62 398.30 314.80 90.51
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300
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
38. Earnings per share
Particulars For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
A. Basic earnings per share
The calculation of profit/(loss) attributable to equity shareholders and weighted average number of equity shares outstanding for the purpose of basic earnings per share calculations are as follows:
Loss for the period/year (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Weighted average number of equity shares
Opening equity shares 1,955,449,972 1,955,449,972 1,951,354,993 1,951,354,993
Issue of equity shares during the period/year - - 2,759,904 -
Opening compulsorily convertible preference shares 1,809,695,946 1,804,124,413 1,427,782,678 1,427,782,678
Issue of compulsorily convertible preference shares during the period/year - 5,250,979 129,212,597 -
Weighted average equity shares considered for calculation of basic earnings per share 3,765,145,918 3,764,825,364 3,511,110,172 3,379,137,671
B. Diluted earnings per share
Weighted average equity shares considered for calculation of diluted earnings per share 3,765,145,918 3,764,825,364 3,511,110,172 3,379,137,671
Earnings per share:
Basic (0.71) (3.91) (2.23) (0.59)
Diluted (0.71) (3.91) (2.23) (0.59)
As the effect of conversion of potential dilutive shares are anti-dilutive, dilutive effect for the current year and the previous year have been considered as nil.
Earnings per share and number of share outstanding for the year ended 31 March 2021 have been proportionately adjusted for the bonus issue in the ratio of 1,94,998:1 i.e. 1,94,998 bonus equity shares of INR 10 each for
every fully paid-up equity share held (refer note 14A). Earnings per share for the three months period ended 30 June 2023 is not annualised.
39. Operating segments
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate
resources and assessing performance.
The Group operates in only one business segment, manufacture and sale of electric vehicles and accordingly separate disclosure for business segments is not applicable.
Geographical information
Particulars For the three months For the year ended For the year ended For the year ended
period ended 31 March 2023 31 March 2022 31 March 2021
30 June 2023
Revenue from contracts with customers
India 12,222.51 26,003.85 3,679.93 8.55
Other Countries - 0.91 - -
12,222.51 26,004.76 3,679.93 8.55
Other operating revenue
India 204.95 304.51 54.30 0.09
Other Countries - - - -
204.95 304.51 54.30 0.09
Particulars As at 30 June 2023 As at 31 March 2023 As at 31 March 2022 As at 31 March 2021
Non-current assets
India 20,883.40 19,047.75 12,693.12 2,056.60
Other Countries 377.35 275.94 - 356.52
21,260.75 19,323.69 12,693.12 2,413.12
Information about major customers
During the period/year ended 30 June 2023, 31 March 2023, 31 March 2022 and 31 March 2021 no revenues from transactions with a single external customer amount to 10% or more of the Company’s revenues from external
customers.
40. Tax expense
a) Effective tax rate
Particulars For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Loss before tax (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Tax using the Group’s domestic tax rate (672.38) (3,704.93) (1,345.60) (341.88)
Tax effect of : .
Taxes not recognised on account of losses in the Group 672.38 3,704.93 1,345.60 341.88
Tax expense - - - -
b) Un-recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Particulars As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Deferred tax liabilities
Property, plant and equipment 204.22 83.20 81.30 0.34
Right-of-use-assets 120.37 - 146.91 -
324.59 83.20 228.21 0.34
Deferred tax assets
Property, plant and equipment 6.13 4.70 - -
On carry forward business losses and unabsorbed depreciation 4,396.68 3919.43 1,682.70 364.75
Lease liabilities - 14.23 - -
Provisions for employee benefits 460.65 440.62 414.05 7.94
Others 72.79 113.87 4.68 -
4,936.25 4,492.85 2,101.43 372.69
Unrecognised deferred tax assets / (liabilities) (net) 4,611.66 4,409.65 1,873.22 372.35
Particulars As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Carry forward business losses 21,310.21 19,318.45 7,805.90 1,070.61
Carry forward unabsorbed depreciation 3,207.39 2,589.38 970.48 181.96
*The business losses expire ranges from 2027 to 2031. The carry forward unabsorbed depreciation does not have an expiry as per the Income tax act, 1961. The deductible temporary differences do not expire under current
tax legislation.
301
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
41. Employee Share based payments plan
a) Description of share-based payment arrangements
The Group has the following share-based payment arrangement for employees:
2019 Employees’ Equity Linked Incentive Plan 2019 (‘the 2019 plan’)
The 2019 plan was approved by the Board of Directors on 18 January 2019 and by the shareholders on 21 January 2019. The plan creates a right but not an obligation, for key management personnel, senior employees of the
Company and its subsidiaries (collectively referred to as “eligible participants”) to purchase or subscribe at a future date the shares underlying the option at a pre-determined price, subject to compliance with vesting
conditions. All exercised options shall be settled by physical delivery of equity shares or as provided under the 2019 plan. As per the plan, holders of vested options are entitled to purchase one equity share of INR 10 each for
every thousand options at an exercise price of INR Nil.
Stock option cost recorded in these restated consolidated financial statements is based on the fair value of the stock options which is measured using the Black-Scholes-Merton formula.
For continuing employees, the options can be exercised upto a period of five years after the date on which the shares of the Group are listed on a recognised stock exchange or as determined by the Board of Directors.
The number and reconciliation of the options under the 2019 plan are as follows:
b) Reconciliation of outstanding share options* As at As at As at As at
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Outstanding at the beginning 163,951,651,683 138,860,845,139 76,053,119,982 1,883,495,341
Granted during the period/year 5,944,154,517 55,894,219,817 87,958,588,928 126,179,952,920
Exercised during the period/year - (941,285,961) (4,094,979,000) -
Forfeited and expired during the period/year (2,689,036,210) (29,862,127,312) (21,055,884,771) (52,010,328,279)
Outstanding at the end 167,206,769,990 163,951,651,683 138,860,845,139 76,053,119,982
Exercisable at the end 87,761,249,940 84,456,181,274 63,854,762,538 65,489,244,156
The weighted average share price of options exercised under the 2019 plan on the date of exercise was Nil (31 March 2023 : INR 101, 31 March 2022: INR 2,791,332, 31 March 2021 : Nil). As per the plan, holders of vested
options are entitled to purchase one equity share of INR 10 each for every thousand options.
c) The fair values per option for options granted during the year is measured based on the Black-Scholes model, which is as below:
Measurement of fair value Number of options* Fair value per option Contractual life
From 1 April 2020 to 31 March 2021 126,179,952,920 INR 0.010 to INR 0.012 6 years
From 1 April 2021 to 31 March 2022 87,958,588,928 INR 0.012 to INR 0.062 6.5 years
From 1 April 2022 to 31 March 2023 55,894,219,817 INR 0.056 to INR 0.062 6.5 years
From 1 April 2023 to 30 June 2023 5,944,154,517 INR 0.056 to INR 0.056 6.5 years
The fair value of options mentioned above are calculated on the grant date using the Black-Scholes-Merton Model using the following assumptions:
d) Assumptions For the three months For the For the For the
period ended year ended year ended year ended
30 June 2023 31 March 2023 31 March 2022 31 March 2021
Risk free interest rate 7.20% 7.20% 6.10% 6.20%
Expected volatility 50.00% 50.00% 50.00% 50.00%
Expected life 6.08 years 6.08 years 5.5 years 6 years
e) During the period, the Group recorded a share based payment expense of INR 231.06 million (31 March 2023: INR 1,100.52 million, 31 March 2022: INR 195.37 million, 31 March 2021: INR 434.74 million) in the restated
statement of profit and loss.
f) The weighted average remaining contractual life of options granted for exercise is 6.5 years (31 March 2023: 6.5 years, 31 March 2022: 6.5 years, 31 March 2021: 6 years).
* Note: The number of options presented in this note for the year ended 31 March 2022 and 31 March 2021 and as at those dates have been adjusted for the effect of bonus issue of 1:194,998.
42. Business Combination
Ola Electric Mobility B.V. (Etergo B.V.)
On 26 May 2020, Ola Electric Mobility B.V., Netherlands acquired 100% voting interest in Etergo BV, registered in Netherland. Etergo is an Amsterdam based manufacturer of lightweight electric vehicle. The business
acquisition was executed through a share purchase agreement for cash consideration of Euro 1.93 million. Through the share purchase agreement, the Group has the power to appoint a majority of the Board of Directors and
has the ability to direct the activities that affect the returns from the entity . The Group believes that the acquisition shall further strengthen Groups presence in light weight electric vehicles.
The purchase price has been allocated based on management’s estimates and independent appraisal of fair values as follows:
Asset Description Acquiree's carrying amount Fair value adjustments Purchase price allocated
INR Euro INR Euro INR Euro
in million in million in million in million in million in million
Net assets (5.12) (0.06) - - (5.12) (0.06)
Intangible assets - Intellectual property - - 92.23 1.07 92.23 1.07
(5.12) (0.06) 92.23 1.07 87.11 1.01
Net assets acquired 87.11 1.01
Goodwill* 78.85 0.92
Total purchase price 165.96 1.93
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OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
42. Business Combination (continued)
The assets and liabilities recognised as a result of the acquisition are as follows
INR Euro
in million in million
Intangible assets 94.70 1.10
Goodwill 78.85 0.92
Trade receivables 181.40 2.16
Cash 57.16 0.67
Short term borrowings (6.74) (0.08)
Trade payables (113.80) (1.35)
Other financial liabilities (69.13) (0.82)
Other current liabilities (56.48) (0.67)
165.96 1.93
*The aforesaid goodwill is not deductible under Income Tax Act, 1961.
From the date of acquisition until 31 March 2021, Etergo BV contributed revenue of Nil and loss of INR 649.31 million to the Group’s results. If the acquisition had occurred on 1 April 2020, management estimates that
consolidated revenue would have been Nil, and consolidated loss for the year would have been INR 2,127.81 million. In determining these amounts, management has assumed that the fair value adjustments, determined
provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 April 2020.
43. Long-term contracts
The Group does not have any long-term contracts including derivative contracts for which there are any material foreseeable losses.
44. Borrowing secured against Current Assets
Ola Electric Technologies Private Limited ("OET") has obtained multiple short term credit facilities from banks on the basis of security of its current assets. The returns or statements filed by OET with such banks are in
agreement with the books of account of OET at the time of submission.
For the period 1 April 2023 to 30 June 2023
The quarterly returns or statements filed by the Company with banks or financial institutions are in agreement with the books of accounts.
For the period 1 April 2022 to 31 March 2023
The quarterly returns or statements filed by the Company with banks or financial institutions are in agreement with the books of accounts.
For the period 1 April 2021 to 31 March 2022
Amount as reported in
Amount as per Reasons for
Quarter Name of the Bank Particulars the quarterly Difference, if any
Books of account discrepancies if any
return/statement
Inventories 2,712.30 2,866.70 (154.40) Stock Statement was
31-Mar-22 Mizuho Bank trade receivables (2,750.90) (1,102.20) (1,648.70) submitted based on
trade payables 2,233.90 374.50 1,859.40 unaudited financials
45. Regulatory Statutory Disclosure
a. Other than in the normal and ordinary course of business, the Group has not advanced or loaned or invested funds to any persons or entities, including foreign entities (Intermediaries) with the understanding that the
Intermediary shall:
1) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
2) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
b. Other than in the normal and ordinary course of business, the Group has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or
otherwise) that the Group shall:
1) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
2) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
c. The Group does not fall under the ambit of Section 135 of the Companies Act, 2013 with respect to corporate social responsibility.
d. The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.
e. The Group has not traded or invested in Crypto currency or virtual currency during the current year.
f. The Group does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as,
search or survey or any other relevant provisions of the Income Tax Act, 1961).
g. The Group does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond statutory period.
h. The Group has below transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 during the period ending 31 March 2022.
Nature of Transactions with Balance Outstanding Relationship with the struck off Company
Name of struck off Company Entity
Struck off Company (in million) if any to be disclosed
Ola Electric Mobility Limited
Prakant Electronics Private Limited (formerly known as Ola Electric Purchase of retrofit kits Nil External
Mobility Private Limited)
Golden Eagle Aviation Training Academy Ola Electric Technologies Private
Limited Air transport charges 0.70 External
Private Limited
i. The Group has complied with the number of layers prescribed under the Companies Act, 2013.
j. The Group has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
k. The Group has not entered into any scheme of arrangement which has an accounting impact on current period or previous financial years.
l. None of the entities in the Group have been declared wilful defaulter by any bank or financial institution or government or any government authority.
46. Amendments to Schedule III of The Companies Act, 2013
The Group has adopted the presentation requirements under the amended Schedule III to the Companies Act, 2013 as notified by the Ministry of Corporate Affairs (MCA) through a notification dated 24 March 2021, including
changes to comparative Financial Statements where applicable in preparation of these Restated Consolidated Financial statements.
47. The Group has ceased the business at Etergo BV in the financial year ended 31 March 2022. Pursuant to this, the Group has impaired its entire net asset which comprises of Goodwill- INR 78.9 million, Other intangible assets-
INR 130.50 million, Property, plant and equipment- INR 89.00 million). The impairment loss has been booked as the management’s estimate of the recoverable value of assets is Nil as there is no future business plan at Etergo
B.V.
48. The wholly-owned subsidiary of the Company, Ola Electric Technology Private Limited ("OET"), was incorporated on 6 January 2021 and commenced its operations on 15th December 2021. Accordingly, the figures in these
restated consolidated financial statements for financial year ended 31 March 2022 include OET's operations for the period 15th December 2021 to 31st March 2022 whereas, figures for financial year ended 31 March 2023 in
these restated consolidated financial statements include OET's operations for the period 1 April 2022 to 31 March 2023.
303
OLA Electric Mobility Limited (formerly known as OLA Electric Mobility Private Limited)
CIN:U74999KA2017PTC099619
Annexure VII - Notes to the Restated Consolidated Financial Statements (continued)
All amounts are in INR Million unless otherwise stated
49. Events occurring after the reporting period
a) On 01 July 2023, Ola Electric Technologies Private Limited "OET" (a wholly-owned subsidiary of Ola Electric Mobility Private Limited (formerly known as OLA Electric Mobility Private Limited)) acquired business from Ola Fleet
Technologies Private Limited "OFT" (a wholly-owned subsidiary of ANI Technologies Private Limited) as per Business Transfer Agreement (BTA) effective from 1 July 2023 on a slump sale basis and as a going concern. The set of
activities acquired constitute a business as per Ind AS 103, Business combinations and hence will be accounted as a business combination in the books of OET.
The Company is in the process of finalising the accounting for acquisition of OFT, including allocation of purchase consideration to identifiable assets and liabilities.
b) On 14 July 2023, the Group has made an allotment of 91,300,001 fully and Compulsory Convertible Series 'E' Preference Shares having face value of INR 10 each, at a price of INR 10 amounting to INR 913.00 million. The Group
has issued these share to utilise the funds for its general business purpose.
On 22 September 2023, the Group has made an allotment of 1,052,324,000 fully and Compulsory Convertible Series 'E' Preference Shares having face value of INR 10 each, at a price of INR 10 amounting to INR 10,523.20
million. The Group has issued these share to utilise the funds for its general business purpose.
These events arose after the balance sheet date and does not reflect conditions existing at the balance sheet date and therefore do not impact the financial position as of the balance sheet date.
As per our report of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of
Chartered Accountants Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited)
Firm's Registration No. 101248W/W-100022
Umang Banka Bhavish Aggarwal Krishnamurthy Venugopala Tenneti
Partner Director Director
Membership No : 223018 DIN : 03287473 DIN : 01338477
Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : 14 December 2023 Date : 14 December 2023 Date : 14 December 2023
Pramendra Tomar Harish Abichandani
Company Secretary Chief Financial Officer
Place : Bengaluru Place : Bengaluru
Date : 14 December 2023 Date : 14 December 2023
304
OTHER FINANCIAL INFORMATION
The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given below:
Particulars As at and for the
Three-months Year ended Year ended Year ended
period ended March 31, 2023 March 31, 2022 March 31, 2021
June 30, 2023
Basic earnings per Equity Share (in ₹) (0.71) (3.91) (2.23) (0.59)
Diluted earnings per share (in ₹) (0.71) (3.91) (2.23) (0.59)
Loss for the period/ year (in ₹ million) (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Return on Net Worth (%) (12.65) (62.47) (21.42) (10.11)
Net Asset Value per Equity Share (in ₹) 5.61 6.26 10.43 5.83
EBITDA (in ₹ million) (1,838.11) (11,970.98) (7,175.52) (1,788.22)
Notes:
The ratios have been computed as under:
(1) Basic and diluted earnings per share: Basic and diluted earnings per equity share are computed in accordance with Indian Accounting Standard 33
notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). Ratios for the three-months period ended June 30, 2023
have not been annualized. Basic and diluted earnings per equity share is computed by dividing the profit for the period attributable to the shareholders
of our Company by the weighted average number of shares outstanding during the period excluding the treasury share. The effect of dilutive equivalent
share options and interest cost on financial liability portion of OCCPS which would be anti-dilutive has not been considered for the computation of
diluted EPS for the year ended March 31, 2020. Accordingly, there is no variation between basic and diluted earnings per share.
(2) Return on Net Worth (%) is calculated as loss for the year/period divided by the Net Worth at the end of the respective year/period.
(3) Net Asset Value per Equity Share (in ₹) is computed as Net Worth at the end of the period/ year / weighted average number of equity shares outstanding
at the end of the period/ year.
(4) Earnings before interest, taxes, depreciation and amortisation, or EBITDA, is a non-GAAP measure which represents loss for the period/year, before
tax expenses, finance costs and depreciation and amortisation expenses.
(5) Accounting ratios are derived from the Restated Consolidated Financial Information.
For reconciliation of Non-GAAP measures, see “- Reconciliation of Non-GAAP Measures” on page 305.
Non-GAAP Financial Measures
This section includes Certain Non-GAAP financial measures and other statistical information relating to our operations and
financial performance (together, “Non-GAAP Measures” and each a “Non-GAAP Measure”), as presented below. These
Non-GAAP financial measures are not required by or presented in accordance with Ind AS.
Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS and should
not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any other
measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows
generated by operating, investing or financing activities derived in accordance with Ind AS. In addition, these Non-GAAP
Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not
be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a
comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with
applicable accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as
they are widely used measures to evaluate a company’s operating performance.
Reconciliation of Non-GAAP Measures
Reconciliation for the various Non-GAAP Financial Measures included in this Draft Red Herring Prospectus are given below.
Reconciliation of Adjusted Gross Margin to total income
(in ₹ million, unless otherwise stated)
Particulars As at and for the three- As at and for the As at and for the
months period ended Financial Year Financial Year
June 30, 2023 ended March 31, ended March 31,
2023 2022
Total income (A) 12,786.75 27,826.97 4,562.60
Minus: Cost of materials consumed (B) 11,135.45 25,047.92 5,849.34
Minus: Purchase of stock-in-trade (C) 193.12 1,392.61 561.81
Minus: Change in inventories of finished goods, stock-in-trade and (233.68) (736.44) (1,602.15)
work-in-progress (D)
305
Particulars As at and for the three- As at and for the As at and for the
months period ended Financial Year Financial Year
June 30, 2023 ended March 31, ended March 31,
2023 2022
Adjusted Gross Margin (E) (E=A-B-C-D) 1,691.86 2,122.88 (246.40)
Adjusted Gross Margin% (F) (F=E/A) 13.23 7.63 (5.40)
Note: For the year ended March 31, 2021, as the Company does not have any sale of finished and traded goods the
presentation of adjusted gross margin is not applicable.
Reconciliation of EBITDA to our loss
(in ₹ million, unless otherwise stated)
Particulars As at and for the As at and for the As at and for the As at and for the
three-months Financial Year Financial Year Financial Year
period ended June ended March 31, ended March 31, ended March 31,
30, 2023 2023 2022 2021
Loss for the period/year (A) (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Add: Tax expense (B) 0.00 0.00 0.00 0.00
Add: Finance costs (C) 359.30 1,079.17 176.18 7.90
Add: Depreciation and amortization 474.15 1,670.64 489.80 196.20
expense (D)
EBITDA (E) (E=A+B+C+D) (1,838.11) (11,970.98) (7,175.52) (1,788.22)
Total income (F) 12,786.75 27,826.97 4,562.60 1,060.81
EBITDA Margin %(G) (G=E/F) (14.38)% (43.02)% (157.27)% (168.57)%
Reconciliation of Net Worth and Return on Net Worth
(in ₹ million, unless otherwise stated)
Particulars For the three- Financial Year Financial Year Financial Year
months period 2023 2022 2021
ended June 30,
2023
Equity share capital (A) 19,554.50 19,554.50 19,554.50 0.10
Instruments entirely equity in nature 18,096.97 18,096.97 18,041.25 0.07
(B)
Other equity (C) (16,536.42) (14,087.03) (981.23) 19,705.98
Net Worth (D) 21,115.05 23,564.44 36,614.52 19,706.15
Loss for the period/year (E) (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Return on Net Worth % (F) (12.65)% (62.47)% (21.42)% (10.11)%
(F=E/D)
Reconciliation of Net Asset Value per Equity Share
(in ₹ million, unless otherwise stated)
Particulars As at and for the As at and for the As at and for the As at and for the
three-months Financial Year Financial Year Financial Year
period ended June ended March 31, ended March 31, ended March 31,
30, 2023 2023 2022 2021
Net Worth (A) 21,115.05 23,564.44 36,614.52 19,706.15
Weighted average equity shares 3,765,145,918 3,764,825,364 3,511,110,172 3,379,137,671
considered for calculation of basic
earning per share (B)
Net Asset Value per Equity Share 5.61 6.26 10.43 5.83
(C) (C=A/B)
In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of (i) our Company, our Material
Subsidiary and Ola Electric Mobility B.V. for Financial Years 2023, 2022 and 2021 and (ii) Etergo B.V. for the Financial
Years 2023 and 2022, and for the Financial Year 2021 for the period from May 26, 2020 to March 31, 2021 (collectively, the
“Audited Financial Statements”) are available on our website at https://olaelectric.com/investor-relations/financials.
Please note that Ola Electric Mobility B.V. and Etergo B.V. have been considered as material subsidiaries for the purpose of
disclosure of their respective financial statements in accordance with the SEBI ICDR Regulations. Etergo B.V. became a
subsidiary of our Company with effect from May 26, 2020. Our Company is providing a link to this website solely to comply
with the requirements specified in the SEBI ICDR Regulations. The Audited Financial Statements do not constitute, (i) a part
of this Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering
memorandum, an advertisement, an offer or a solicitation of any offer or an offer document or recommendation or solicitation
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to purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India
or elsewhere. The Audited Financial Statements should not be considered as part of information that any investor should
consider when subscribing for or purchasing any securities of our Company and should not be relied upon or used as a basis
for any investment decision. None of our Company or any of its advisors, nor BRLMs or any of the Selling Shareholders, nor
any of their respective employees, directors, affiliates, agents, trustees or representatives accept any liability whatsoever for
any loss, direct or indirect, arising from reliance placed on any information presented or contained in the Audited Financial
Statements, or the opinions expressed therein.
RELATED PARTY TRANSACTIONS
For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e. Ind AS 24
‘Related Party Disclosures’ for the three-months period ended June 30, 2023 and for the Financial Years ended March 31,
2023, March 31, 2022 and March 31, 2021, and as reported in the Restated Consolidated Financial Information, see “Restated
Consolidated Financial Information – Notes forming part of the Restated Consolidated Financial Information – Note 35:
Related Parties” on page 293.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion is intended to convey the management’s perspective on our financial condition and results of
operations for the three-months period ended June 30, 2023 and Fiscals 2023, 2022 and 2021. Unless otherwise stated, the
financial information in this section has been derived from the Restated Consolidated Financial Information included in this
Draft Red Herring Prospectus.
Our financial year ends on March 31 of each year. Accordingly, references to “Fiscal 2023,” “Fiscal 2022” and “Fiscal
2021” are to the 12-month period ended March 31 of the relevant year.
Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with which
prospective investors may be familiar. Please also see “Risk Factors – Significant differences exist between Indian accounting
standard (“Ind AS”) and other accounting principles, such as international financial reporting standards (“IFRS”) and
United States generally accepted accounting principles (“U.S. GAAP”), which may be material to investors’ assessments of
our financial condition” on page 58. This discussion contains certain forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result
of certain factors, such as the risks set forth in the chapters entitled “Risk Factors” and “Forward-Looking Statements” on
pages 28 and 26, respectively.
Industry and market data used in this section have been extracted from the Redseer Report, which has been commissioned by
our Company exclusively in connection with the Offer for the purposes of confirming our understanding of the industry in
which we operate.
OVERVIEW
We are a pure electric vehicle (“EV”) player in India and are building vertically integrated technology and manufacturing
capabilities for EVs and EV components, including cells. With our in-house R&D and technology, we design and develop
certain core EV components in-house and new EV products internally, such as the motor and drivetrain, battery packs,
electronics and software which operate and integrate the EV systems. We manufacture EVs and certain core EV components
like battery packs, motors and vehicle frames at the Ola Futurefactory.
We operate our own direct-to-customer (“D2C”) omnichannel distribution network comprising 935 experience centres
and 414 service centres (of which 410 service centres are located within experience centres) situated across India, as of
October 31, 2023, in addition to our Ola Electric website. Our network of experience centres was India’s largest company-
owned network of experience centres as of September 30, 2023 according to the Redseer Report.
Our current EV scooter Generation 2 platform is the base for the Ola S1 scooter models - Ola S1 Pro, Ola S1 Air, Ola S1 X+,
Ola S1 X (2 kWh) and Ola S1 X (3 kWh). We commenced delivery of our first EV model, the Ola S1 Pro, in December 2021,
followed by the Ola S1 in September 2022, the Ola S1 Air in August 2023 and the Ola S1 X+ in December 2023. Within nine
months of delivering our first EV scooter in December 2021, we became the best-selling E2W brand in India in terms of
monthly E2W registrations on the VAHAN Portal of Ministry of Road Transport and Highways (“VAHAN”), with a market
share of over 31% in terms of vehicle registrations in the three-months period ended June 30, 2023, based on VAHAN,
according to the Redseer Report. We have sold a total of 247,437 units of Ola S1 and Ola S1 Pro from inception through June
30, 2023. On August 15, 2023, we also announced other new EV scooter models, the Ola S1 X (2 kWh) and the Ola S1 X (3
kWh), in addition to the Ola S1 X+, as well as a line-up of motorcycles comprising four models, Diamondhead, Adventure,
Roadster and Cruiser. We plan to begin delivering the Ola S1 X (2 kWh) and the Ola S1 X (3 kWh) by the first half of Fiscal
2025 and the new motorcycle models in the first half of Fiscal 2026. We plan to further launch affordable mass market Ola
S1 models, including E2Ws targeted at the personal, business to business and last-mile delivery segment by the Fiscal 2025,
to capture a broader base of consumers across different product types and price points in the long run.
We are building our EV hub in Krishnagiri and Dharmapuri districts in Tamil Nadu, India, which includes our Ola
Futurefactory, our upcoming Ola Gigafactory and co-located suppliers in Krishnagiri district. At our Ola Futurefactory, we
manufacture our EV scooters using certain EV components manufactured in-house and other components procured from third
parties, such as cells.
The Ola Futurefactory is the largest integrated and automated E2W manufacturing plant in India (in terms of production
capacity) by an E2W-only OEM, as of September 30, 2023, according to the Redseer Report, with an installed capacity of
one million units per year as of October 31, 2023. While we currently source cells from suppliers, we are in the process of
developing cell technologies and cell manufacturing processes for use in the Ola Gigafactory. Phase 1(a) of the Ola
Gigafactory is expected to be completed and the Ola Gigafactory is expected to be operational by March 31, 2024.
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For more details on our business, see “Our Business” on page 153.
OUR BUSINESS MODEL
Revenue
We derive revenue primarily from the sale of scooters, vehicle accessories, including spare parts for vehicle repairs and
chargers and related services.
We commenced delivery of our first scooter, the Ola S1 Pro, in December 2021, followed by the Ola S1 in September 2022,
the Ola S1 Air in August 2023 and the Ola S1 X+ in December 2023. We have sold a total of 247,437 units of Ola S1 and
Ola S1 Pro from inception through June 30, 2023. Pre-booking of our newly announced scooter models, the Ola S1 X+, Ola
S1 X (2 kWh) and the Ola S1 X (3 kWh), and motorcycles, Diamondhead, Adventure, Roadster and Cruiser, commenced in
August 2023, following which we commenced delivery of the Ola S1 X+ in December 2023. We plan to begin delivering the
Ola S1 X (2 kWh) and the Ola S1 X (3 kWh) by the first half of Fiscal 2025 and the new motorcycle models, Diamondhead,
Adventure, Roadster and Cruiser, in the first half of Fiscal 2026.
We recognise revenue from the sale of products upon delivery of the goods to the customer. Deposits received from customers
for vehicle purchases are recorded as advances received from customers and are recognised as revenue upon the delivery of
the scooter to and the same-day registration of vehicle title for the customer. For Fiscal 2022, we recognised revenue for Ola
S1 Pro upon commencement of deliveries from December 2021. Our revenue from the sale of finished products in the three-
months period ended June 30, 2023, Fiscal 2023 and Fiscal 2022 constituted 87.27%, 87.55% and 85.07%, of our revenue
from operations for such respective periods. Finished products sold during such periods comprise the Ola S1 and Ola S1 Pro.
Revenue is recognised exclusive of goods and services tax and net of returns and trade discounts.
Prior to March 31, 2023, customers purchasing our scooters paid for chargers separately. From March 31, 2023 onwards,
chargers are included with all scooter purchases.
We recognise revenue from the provision of services to our customers, such as assisting customers with installing wall mount
chargers in return for a service fee. Prior to August 2023, we also generated revenue from selling services related to vehicle
performance upgrades whereby customers purchasing the Ola S1 Pro (first generation) had the option to pay for additional
features for their scooters. In addition, we assist customers with vehicle registrations through a third-party service provider
and pass-through service fees paid by the customer to the service provider. In Fiscal 2021, we also provided battery swapping
services on a trial basis to EV owners who subscribed for such services, whereby we helped EV users replace discharged
battery packs with full charged ones, and generated swapping and subscription income from providing such services.
The following graph indicates our scooter sales volume for the periods indicated.
Scooter Sales Volume (Units)
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The following graph indicates our total income for the periods indicated.
Total Income (₹ million)
Expenses
Our major expenses include (i) cost of materials consumed, including the purchase of stock-in-trade and change in inventories
(ii) employee benefits expense, (iii) research and development expenses, and (iv) certain other expenses such as provision for
warranties, technology cost, selling and distribution expenses, and advertising, marketing and sales promotion.
Cost of materials consumed
The cost of materials consumed reflects the cost of raw materials used in the production of our scooters, and represented
89.60%, 95.21%, 156.64% of our revenue from operations for the three-months period ended June 30, 2023 and Fiscals 2023
and 2022, respectively. We track bill of materials (“BOM”) cost which represents the cost price of the scooter. We have
designed most of our key components relating to electronics, cell and battery systems, software and drivetrain in-house,
including designing an electric powertrain, which includes a modular battery pack with BMS, motors and power electronics
module. Leveraging our manufacturing capabilities, we also manufacture the battery packs, motors (starting on August 1,
2023) and vehicle frames in-house, and source other components, such as tires, suspension, cells and semiconductor chips,
from third party domestic and foreign suppliers.
We purchase chargers and other vehicle accessories, such as spare parts and wall mounts from third party suppliers, to resell
to customers. We record the purchase cost of the chargers and vehicle accessories as purchase of stock-in-trade. Changes in
inventories of finished goods including scooters and spare parts, stock-in-trade and work-in-progress comprise changes in the
amount of work-in-progress scooters, spare parts and stock-in-trade in our inventory.
Our medium to long-term plans place emphasis on backward integration for greater control over our supply chain. For
example, while we currently source cells from suppliers, we are in the process of developing cell technologies and cell
manufacturing processes for use in the Ola Gigafactory. Phase 1(a) of the Ola Gigafactory is expected to be completed and
the Ola Gigafactory is expected to be operational by March 31, 2024. For raw materials and processing facilities that we do
not currently own, we are in the process of assessing the feasibility of a variety of options, such as long-term supply agreements
and direct or indirect ownership to secure an uninterrupted supply for our production. Such arrangements could give us greater
control of our supply chain and production schedule and procure supplies at lower prices, thereby enabling us to price our
products more competitively.
R&D spend
We have devoted significant resources towards our R&D activities, which centre around developing technology and
manufacturing capabilities for EVs and EV components. Our R&D spend comprises research costs and development
expenditure that we capitalised as part of the cost of the resulting intangible asset if such expenditure can be measured reliably,
the product or process is technically and commercially feasible, future economic benefits are probable and we intend to and
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have sufficient resources to complete the development and intend to use or sell the asset. The cost capitalised includes cost of
material, employee costs relating to our R&D team, and directly attributable overhead expenditure incurred up to the date the
asset is available to use, such as expenses relating to our R&D activities in India, the UK and the US, which are focused on
designing and developing core EV components and new EV products, and our BIC, which is focused on developing cell and
battery technology and manufacturing processes.
We expect our R&D spend to increase for the foreseeable future as we continue to invest in R&D activities to expand our
product offerings and manufacture EVs in a cost-efficient manner.
Our R&D spend in the three-months period ended June 30, 2023 and Fiscals 2023, 2022 and 2021 amounted to ₹ 935.53
million (comprising research costs of ₹ 108.18 million and additions to intangible assets under development of ₹ 827.35
million), ₹ 5,077.11 million (comprising research costs of ₹ 860.82 million and additions to intangible assets under
development of ₹ 4,216.29 million), ₹ 1,758.40 million (comprising research costs of ₹ 156.90 million and additions to
intangible assets under development of ₹ 1,601.50 million) and ₹ 436.06 million (comprising research costs of ₹ 69.86 million
and additions to intangible assets under development of ₹ 366.20 million), respectively, comprising 7.32%, 18.25%, 38.54%
and 41.11% of our total income for such periods, respectively.
The following graph indicates our R&D spend for the periods indicated.
R&D Spend (₹ million)
Note: R&D spend comprises research costs and additions to intangible assets under development.
Employee benefits expense
Our employee benefits expense consist of salaries, wages, bonuses, gratuity, compensated absences, contributions to provident
funds, share based payments and staff welfare expenses paid to our employees. We had 3,733 on-roll employees and 2,844
off-roll employees as of October 31, 2023.
Other expenses
Our other expenses primarily include (i) selling and distribution expenses, (ii) our warranty expenses in providing repair
services for scooters and battery packs under warranty, (iii) research cost that has been incurred, (iv) technology cost, including
fees to purchase and license software and cloud storage fees, (v) legal and professional fees, (vi) vehicle repair services and
(vii) advertising, marketing and sales promotion expenses in undertaking digital marketing, brand marketing and promotional
events to promote our scooters.
We make provisions for our warranty obligations, comprising a three-year/40,000 km warranty on our scooters and a three-
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year/unlimited km warranty on battery packs. Provisions for warranty are recognised when the product is sold to the customer
and is based on management estimate of product failure rates which is derived from continual evaluation of tracked product
failure rates for certain periods of time. The initial estimate of warranty-related costs is revised annually. Our provision for
warranties were ₹ 681.56 million, ₹ 446.73 million and ₹ 128.54 million as of June 30, 2023, March 31, 2023 and March 31,
2022, respectively.
We also offer customers the option to extend their warranty for up to five years/60,000 km for a fee of ₹ 6,999 for the battery
only and ₹ 8,999 for a comprehensive coverage of the battery, charger, motor and head unit as of June 30, 2023. We have
back to back insurance cover for any liabilities arising from extended warranties sold.
Up to June 2023, our selling and distribution expenses comprised a fee that we paid to our Group Company, Ola Fleet
Technologies Private Limited, in relation to the operation of our experience centres and service centres. The selling and
distribution expenses were ₹ 345.51 million, ₹ 722.63 million and ₹ 353.30 million in the three-months period ended June 30,
2023, Fiscal 2023 and Fiscal 2022, respectively. Starting on July 1, 2023, we assumed control of the operation of our
experience centres and service centres and will not be required to pay such fees starting from July 1, 2023.
The following graph indicates our Adjusted Gross Margin % for the periods indicated.
Adjusted Gross Margin (%)
Note: Adjusted Gross Margin is a non-GAAP measure computed by deducting cost of materials consumed, purchase of stock-in-trade and change in
inventories of finished goods, stock-in-trade and work-in-progress from total income. Adjusted Gross Margin % is defined as Adjusted Gross Margin for the
relevant period divided by total income for such period. For reconciliation, please see “ – Summary Results of Operations – Non-GAAP Measures” on
page 328.
PRINCIPAL FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our results of operations and financial condition are affected by a number of important factors, including:
Ability to access broad customer segments through our D2C model and product portfolio
Our ability to ensure customer satisfaction and retain and expand our customer base is dependent on our ability to offer a
seamless and satisfactory customer service. We strive to enhance the customer experience through our D2C omnichannel
distribution model, comprising our digitally-enabled pan-India network of experience centres and service centres. Our
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customers have access to an all-digital experience throughout the sales process and after-sales service through our Ola Electric
website, from product discovery to EV scooter ownership, including booking test rides, booking/purchasing the EV scooter
and brand engagement, to booking and tracking the status of after-sales services at our service centres through the Ola Electric
Companion app. We also offer customers the opportunity to see, touch and test drive our EV scooters at our experience centres
prior to purchasing the EV scooter online. We facilitate financing for our customers through one of our Group Companies,
Ola Financial Services Private Limited (“OFS”) and in partnership with 12 financial institutions that offer loan tenures of up
to five years as of September 30, 2023 in order to give our customers greater access to capital to fund their EV purchase. We
believe that our D2C omnichannel distribution model enables us to directly connect with our customers and design the
customer experience.
Our ability to attract new customers also depends on the scale and efficiency of our experience centres and service centres.
We aim to expand our customer reach through the expansion of our network of experience centres and service centres across
India. We also aim to further expand our network of charging stations across India in the near-term to provide added
convenience to our customers in charging their scooters. See “Objects of the Offer” on page 97. In particular, our ability to
grow our customer base significantly depends on our ability to further expand our customer reach into high density areas
office complexes, malls and educational institutes and develop a complete EV ecosystem complete with a charging
infrastructure.
We commenced delivery of the Ola S1 X+ in December 2023 and plan to begin delivering the Ola S1 X (2 kWh) and the Ola
S1 X (3 kWh) by the first half of Fiscal 2025 and the new motorcycle models, Diamondhead, Adventure, Roadster and Cruiser,
in the first half of Fiscal 2026. We plan to further launch affordable mass market Ola S1 models, including E2Ws targeted at
the personal, business to business and last-mile delivery segment, by Fiscal 2025, to capture a broader base of consumers
across different product types and price points in the long run.
Enhancing manufacturing capabilities with vertical integration and supply chain management
We manufacture our EVs and certain core EV components, like battery packs, motors and vehicle frames, at our Ola
Futurefactory. We are building our Ola Gigafactory for cell manufacturing.
We have adopted a vertically integrated approach to manufacturing that combines our in-house R&D, engineering and
manufacturing capabilities to develop our EVs while optimising costs. We plan to increasingly localise our supply sources,
including by co-locating suppliers within our EV hub and sourcing from them, in order to lower the cost of materials
consumed, as the cost of materials consumed in the production of vehicles comprised a significant portion of our expenses,
representing 89.60%, 95.21%, 156.64% of our revenue from operations for the three-months period ended June 30, 2023 and
Fiscals 2023 and 2022, respectively. Our medium to long-term plans also place emphasis on backward integration for greater
control over our supply chain. For example, batteries for our EV scooters constituted approximately 35% of the BOM for Ola
S1 Pro scooters as September 30, 2023. While we currently source cells from suppliers, we are in the process of developing
cell technologies and cell manufacturing processes for use in the Ola Gigafactory, which is currently under construction within
the EV hub and expected to be operational by March 31, 2024. For raw materials and processing facilities that we do not
currently own, we are in the process of assessing the feasibility of a variety of options, such as long-term supply agreements
and direct or indirect ownership to secure an uninterrupted supply for our production. Such arrangements could give us greater
control of our supply chain and production schedule, enabling us to price our products more competitively. We expect to
derive a significant cost advantage through control over the full value chain, which will help drive our future profitability.
Expansion of our manufacturing capability requires us to make significant capital expenditures. The amount and timing of
our future production capacity requirements and resulting capital expenditures, will depend on many factors, including the
pace and results of our R&D efforts, and our ability to develop and launch new products, achieve sales and enter new markets.
While we have laid out a blueprint for a cost-efficient capacity expansion, our expansion project could be subject to delays or
other difficulties, which could increase our costs.
In-house R&D, design and technology leadership
Technology is at the core of our business model with a focus on in-house product innovation. We have invested a significant
amount of capital into R&D to develop vertically integrated technology and manufacturing capabilities for EVs and EV
components, including cells.
We undertake R&D activities in India, the UK and the US, focused on designing and developing new EV products and core
EV components. We have designed most of our core EV components relating to electronics, cell and battery systems, software
and drivetrain in-house, including an electric powertrain, which has a modular design that incorporates key components that
we designed in-house, such as a modular battery pack that varies in size depending on the EV model and a BMS, as well as
motors and power electronics modules. We developed the MoveOS software that powers our scooters and built in various
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features that enhance the customer experience, such as keyless entry, cruise control and on-screen navigation. At our Ola
Futurefactory, we manufacture our EV scooters using certain EV components manufactured in-house, such as battery packs,
motors and vehicle frames (which we started manufacturing on August 1, 2023), and other components procured from third
parties, such as cells. We are in the process of developing cell technologies and cell manufacturing processes for use in the
Ola Gigafactory. Phase 1(a) of the Ola Gigafactory is expected to be completed and the Ola Gigafactory is expected to be
operational by March 31, 2024.
Our control over R&D, vehicle engineering and manufacturing has allowed us to develop a differentiated and integrated
vehicle architecture that is adaptable for different EV models. We believe that building our future vehicles from a common
platform will allow us to develop new vehicles more quickly and at lower costs. We plan to leverage the economies of scale
generated through this platform approach to reduce our BOM cost and R&D spend. For example, our platform model enabled
us to announce five new EV scooter models, the Ola S1, Ola S1 Air, Ola S1 X+, Ola S1 X (2 kWh) and Ola S1 X (3 kWh),
after commencing delivery of our first product, the Ola S1 Pro, in December 2021. As of October 31, 2023, 68.85% of the
components used in three of our EV scooter models, the Ola S1 Pro, the Ola S1 Air and the Ola S1 X+, are common across
all three models.
We have transitioned from our Generation 1 platform to our Generation 2 platform, which is the current base for the Ola S1
scooter models – Ola S1 Pro, Ola S1 Air, Ola S1 X+, Ola S1 X (2 kWh) and Ola S1 X (3 kWh). We commenced the
manufacture of scooters on our Generation 2 platform at our Futurefactory in July 2023. Our Generation 2 platform enhances
key features of our EV scooters such as acceleration, speed, range, motor power and battery performance as compared to the
Generation 1 platform. We also plan to replicate the platform approach for our recently announced motorcycle range which
comprises four models – Diamondhead, Adventure, Roadster and Cruiser. The diagram below highlights the enhancements
in certain key specifications in our Generation 2 platform compared to Generation 1 platform, based on the Ola S1 Pro model:
Comparison of the Ola S1 Pro on the Generation 1 Platform vs Generation 2 Platform Based on the Ola S1 Pro Model
Our R&D spend in the three-months period ended June 30, 2023 and Fiscal 2023 amounted to ₹ 935.53 million (comprising
research costs of ₹ 108.18 million and additions to intangible assets under development of ₹ 827.35 million) and ₹ 5,077.11
million (comprising research of costs of ₹ 860.82 million and additions to intangible assets under development of ₹ 4,216.29
million), respectively, comprising 7.32% and 18.25% of our total income for such periods, respectively. We plan to continue
making substantial investments in R&D for the continued enhancement of the Ola S1 scooters and future generations of our
EVs and other products and services.
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Operating leverage and improving asset turnover
We believe that our business benefits from operating leverage.
Employee benefits expenses and other expenses as a percentage of total income (%)
The increase in revenue has not resulted in a commensurate increase in key operating expenses such as employee benefits
expenses. Consequently, our employee benefits expenses as a percentage of total income decreased from 61.91% in Fiscal
2022 to 7.38% in the three-months period ended June 30, 2023. We have maintained a disciplined and targeted approach
towards advertising and marketing expenses to drive our sales growth. Advertising, marketing and sales promotion expenses
as a percentage of total income also decreased from 10.83% in Fiscal 2022 to 1.03% in the three-months period ended June
30, 2023.
Employee benefits expenses as a percentage of total income (%)
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Advertising, marketing and sales promotion expenses as a percentage of total income (%)
We follow a disciplined approach in our R&D and fixed asset investments. Even as we continue to invest in R&D and
technology, our R&D spend as a percentage of total income has decreased from 38.54% in Fiscal 2022 to 7.32% in the three-
months period ended June 30, 2023. The economies of scale on our capital expenditure is reflected in our improving capital
productivity, with our asset turnover ratio (i.e. revenue from operations divided by total fixed and intangible assets) improving
from 0.34 in Fiscal 2022 to 2.68 in the three-months period ended June 30, 2023.
R&D spend as a percentage of total income (%)
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Asset turnover
Note: Asset turnover ratio is calculated as revenue from operations divided by total fixed and intangible assets. Asset turnover ratio for June 30, 2023 is
presented on an annualised basis
Capital allocation strategy
Our capital allocation approach is to invest in R&D and technology, in order to design, engineer and manufacture core EV
components in-house and establish an adaptable platform architecture to support our ongoing development and manufacturing
of vehicles. Such platform generates cost efficiencies in the manufacturing of our products as we are able to adapt common
components in assembling different EV models. Our strategy is to deploy our capital in a sequential manner. We plan to
progress towards the production of our new motorcycle range announced in August 2023, comprising four models –
Diamondhead, Adventure, Roadster and Cruiser, after achieving margin efficiency for our scooter portfolio. Our gradual
buildout of the Ola Futurefactory, our modularised assembly line and our potential for manufacturing capacity expansion also
enhance our ability to efficiently allocate capital. In line with our capital allocation approach, our cash flow used in investing
activities for the acquisition of property, plant and equipment, acquisition of intangible assets and development expenditure
on internally generated intangible assets for the three-months period ended June 30, 2023 and Fiscals 2023, 2022 and 2021
was ₹ 2,374.14 million (comprising acquisition of property, plant and equipment of ₹ 1,619.80 million, acquisition of
intangible assets of ₹ 1.00 million and development expenditure on internally generated intangible assets of ₹ 753.34 million),
₹ 8,426.12 million (comprising acquisition of property, plant and equipment of ₹ 4,336.03 million, acquisition of intangible
assets of ₹ 59.78 million and development expenditure on internally generated intangible assets of ₹ 4,030.31 million), ₹
8,872.80 million (comprising acquisition of property, plant and equipment of ₹ 7,635.70 million, acquisition of intangible
assets of ₹ 133.80 million and development expenditure on internally generated intangible assets of ₹ 1,103.30 million) and
₹ 1,085.30 million (comprising acquisition of property, plant and equipment of ₹ 1,085.30 million), respectively. Our cash
and cash equivalents as of June 30, 2023 were ₹ 2,317.08 million as compared to ₹ 2,429.09 million, ₹ 12,350.01 million and
₹ 3,581.93 million as of March 31, 2023, 2022 and 2021, respectively. We will continue to focus on growing our product
pipeline, expanding our manufacturing capacity and investing in R&D and our sales, service and charging networks.
Government incentive packages
India’s favourable policy environment is accelerating electrification of mobility in India, led by improved EV penetration
across vehicle segments. The National Electric Mobility Mission Plan 2020 of GOI covers multiple incentives including
FAME subsidies, lower GST and favourable registration fees for EVs. In 2020, the Indian government launched the PLI
scheme to boost domestic manufacturing, reduce import dependence, encourage exports and generate employment. India’s
automobile industry is a key beneficiary of PLI schemes related to the Automobile PLI Scheme, ACC PLI Scheme, and design
and manufacturing of semiconductors.
We are the only EV manufacturer in India that is a beneficiary of two Government of India PLI schemes – one relating to the
manufacture of advanced automotive technology products (the “Automobile PLI Scheme”) and another relating to advanced
cell chemistry batteries (the “Cell PLI Scheme”), according to the Redseer Report. Under the Cell and Automotive PLI
Schemes, all of the advanced chemistry cells and EVs that we manufacture and sell will qualify us for a cash incentive up
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until the specified cap under the schemes.
OET has been approved to be eligible for the Champion OEM Incentive Scheme under the Automobile PLI Scheme vide a
letter of award dated February 22, 2022, from the Industrial Finance Corporation of India Limited, project management agency
for PLI-Auto. Under the Automobile PLI Scheme, incentives are available for up to five consecutive financial years
commencing from Fiscal 2023, where the incentive availed for a financial year will be disbursed in the subsequent financial
year. The Automobile PLI Scheme requires approved applicants to apply for registration of their products as eligible advanced
automotive technology vehicles, in respect of which pre-approval of the eligible product will be undertaken by the testing
agency of the MHI, and a minimum 50% domestic value addition on the eligible product, that is required to be certified by
the testing agency of MHI, for being eligible for incentives. Upon receipt of the approval certificate from the testing agencies,
approved products would be eligible for incentive under the Automobile PLI Scheme. Under the Automobile PLI Scheme,
the incentive amount would range between 13% and 18% of the “determined sales value” (“DSV”). We expect to become
eligible for subsidies from the Automobile PLI Scheme from January 2024 onwards. For details, see “Key Regulations and
Policies” beginning on page 189.
Meanwhile, we have been awarded 20GWh capacity under the Cell PLI Scheme vide a letter of award dated March 28, 2022
from the Ministry of Heavy Industries, Government of India, the most received by any Cell PLI recipients, according to the
Redseer Report. The Cell PLI Scheme provides for a cash incentive to be distributed to our Company on a quarterly basis
which is dependent on the percentage of value addition during the relevant period and actual sale of the advanced chemistry
cells. We are eligible to receive the incentives under the Cell PLI Scheme over a five-year period from the commissioning
date of our Ola Gigafactory, subject to fulfilment of certain conditions. Under the Cell PLI Scheme, we are required to
manufacture cells as per the committed capacity specified in our bid. Accordingly, we are required to achieve 1GWh capacity
in the first year, 5GWh capacity in the second year, 10GWh capacity in the third year and 20GWh capacity by the fourth year.
If we fail to achieve the agreed upon capacity each year, the Government of India has the right to deduct twice the shortfall
in the committed capacity from the total subsidy payable to us. Furthermore, the Government of India has the right to
discontinue payment of any subsidy and appropriate the performance security furnished by us in case we fail to achieve the
agreed upon milestone. See “Risk Factors – Any reduction or elimination of government incentives such as the Faster
Adoption and Manufacturing of Electric (“FAME”) subsidy, benefits under the production linked incentive (“PLI”) scheme
for Automobile and Auto Component Industry (“PLI Auto Scheme”), PLI Scheme for National Programme on Advanced
Chemistry Cell Battery Storage (“PLI ACC Battery Storage Scheme”) (together “PLI Schemes”), subsidies from the
government of Tamil Nadu, and goods and services tax concessions available to our customers or the ineligibility of any of
our vehicles for such subsidy would increase the purchase cost of our vehicles and could adversely affect customer demand
for our vehicles” on page 31.
In addition, the Ola S1 and Ola S1 Pro qualify for the Government of India’s FAME subsidy, which seeks to encourage EV
adoption and the development of the EV manufacturing ecosystem in India by providing a subsidy to customers who purchase
EVs. We submit subsidy claims for EVs sold that meet the government’s performance and efficiency eligibility criteria and
receive the subsidies directly. The applicable FAME subsidy is priced into the retail price of our EVs. Customers may receive
up to ₹ 42,500 per scooter in cash subsidies from the FAME subsidy and state government incentives (which varies from state
to state) upon the purchase of a new E2W with an ex-factory cost of less than ₹ 150,000 and a battery capacity of 2 kWh, as
of October 31, 2023, according to the Redseer Report. Such subsidies help in lowering the cost of ownership of our products
and potentially improve the demand for our vehicles. See “Risk Factors – Any reduction or elimination of government
incentives such as the Faster Adoption and Manufacturing of Electric (“FAME”) subsidy, benefits under the production
linked incentive (“PLI”) scheme for Automobile and Auto Component Industry (“PLI Auto Scheme”), PLI Scheme for
National Programme on Advanced Chemistry Cell Battery Storage (“PLI ACC Battery Storage Scheme”) (together “PLI
Schemes”), subsidies from the government of Tamil Nadu, and goods and services tax concessions available to our customers
or the ineligibility of any of our electric vehicles for such subsidy would increase the purchase cost of our electric vehicles
and could adversely affect customer demand for our electric vehicles.” on page 31.
Pursuant to a memorandum of understanding (“MOU”) between OET and the Government of Tamil Nadu dated February 18,
2023, we have leased land in Krishnagiri district, Tamil Nadu, spanning approximately 417.59 acres for the operation of our
manufacturing facilities. In relation to the establishment of our EV hub in Tamil Nadu, the Government of Tamil Nadu
awarded us a structured package of capital and revenue assistance which seeks to supports EV and cell manufacturing, to be
granted over time. Accordingly, in Fiscal 2023, we became eligible to receive refunds on a portion of our capital expenditures
on our EV hub and the GST paid to the Government of Tamil Nadu on our sales in Tamil Nadu.
OET and OCT qualify for a lower corporate income tax rate of 15% available to new manufacturing domestic companies
under Indian income tax law.
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Growth of India’s economy and the evolving demand for EVs
Our results of operations are dependent on the overall economic conditions in India. Changes in India’s macroeconomic
conditions, including changes in interest rates, government policies and incentives, tax regulations, political environment or
other developments could affect consumer demand for and willingness to adopt EVs. In particular, the automotive market in
India is subject to market and regulatory developments that are unlike those of automotive markets in other jurisdictions. See
“Risk Factors – Changing regulations in India could lead to new compliance requirements that are uncertain.” on page 55.
We have benefited from the strong growth of India’s GDP and the demand for EVs in India, particularly E2Ws. E2W
penetration in India is expected to expand from approximately 4.5% of the domestic 2W registrations reported on the VAHAN
portal in Fiscal 2023 to 41-56% of the domestic 2W sales volume by Fiscal 2028, according to the Redseer Report.
CRITICAL ACCOUNTING POLICIES
A full description of our significant accounting policies adopted in the preparation of our Restated Consolidated Financial
Information is provided in Note 3 to our Restated Consolidated Financial Information. See under “Restated Consolidated
Financial Information Notes forming part of the Restated Consolidated Financial Information – Note 3: Significant
Accounting Policies” on page 254. The critical accounting policies that our management believes to be the most significant
are summarised below.
Property, plant and equipment
Recognition and measurement
The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if it is probable that future
economic benefits associated with the item will flow to us and the cost of the item can be measured reliably.
Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated
depreciation and accumulated impairment losses, if any.
Cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-refundable
purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working
condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is
located.
The cost of a self-constructed item of property, plant and equipment comprises the cost of materials and direct labour, any
other costs directly attributable to bringing the item to working condition for its intended use, and estimated costs of
dismantling and removing the item and restoring the site on which it is located.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as
separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in statement of profit and loss.
Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date are shown
under as other non-current assets.
Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure
will flow to us and the cost of the item can be measured reliably.
Depreciation
Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values over their
estimated useful lives using the straight-line method, and is generally recognised in statement of profit and loss.
The estimated useful lives of items of property, plant and equipment for the current and comparative periods are as follows:
Class of assets Management estimate of useful life in years Useful life in years
Building 3 to 30 3 to 60
Computer equipment 2 to 3 3
Computer server 6 6
Leasehold improvements Over the primary lease period or useful life, N/A
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Class of assets Management estimate of useful life in years Useful life in years
whichever is shorter
Office equipment 2 to 10 5
Furniture and fixtures 3 to 10 10
Electronic equipment 2 to 10 10
Motor vehicles 2 to 8 8
Plant and machinery 2 to 20 15 to 25
Based on technical evaluation and consequent advice, the management believes that its estimates of useful lives as given
above best represent the period over which management expects to use these assets, which is different, in certain cases, from
the useful lives as prescribed under Part C of Schedule II of the Companies Act, 2013.
Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.
Depreciation on additions/(disposals) is provided on a pro-rata basis i.e. from/ (up to) the date on which asset is ready for use/
(disposed of).
Goodwill and other Intangible assets
Recognition and measurement
Goodwill
Goodwill is initially recognised based on the accounting policy for business combinations and is tested for impairment
annually.
Other intangible assets
Intangible assets acquired separately are measured on initial recognition at historical cost. Intangibles assets have finite life
and are subsequently carried at cost less any accumulated amortisation and accumulated impairment losses.
Intangible assets are amortised over their respective individual estimated useful lives on a straight-line basis, commencing
from the date the asset is available to the Group for its use and is included in depreciation and amortisation expense in
statement of profit and loss. Amortisation method, useful lives and residual values are reviewed at each financial year-end
and adjusted if appropriate.
Right to use “Ola” trade name has an indefinite life. Management evaluates annually whether the business circumstances
continue to support an indefinite useful life assessment for assets so classified. Based on such review, useful life assessment
may change from indefinite to finite. The impact of such changes is accounted for as a change in accounting estimate. Right
to use Ola trade name acquired is initially recognised at cost and is subsequently carried at cost less accumulated impairment
losses.
Internally generated intangible assets and Intangible assets under development
Expenditure on research activities is recognised in the statement of profit or loss as incurred.
Development expenditure is capitalised as part of cost of resulting intangible asset only if the expenditure can be measured
reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group
intends to and has sufficient resources to complete development and intends to use or sell the asset. Otherwise, it is recognised
in the statement of profit and loss as incurred. Subsequent to initial recognition, the internally generated intangible assets are
measured at cost less accumulated amortisation and any accumulated impairment losses. Intangible assets under development
are tested for impairment annually irrespective of whether there is any indication of impairment.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to
which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in
profit or loss as incurred.
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Amortisation
Other intangible assets are amortised over their respective individual estimated useful lives on a straight-line basis, from the
date that they are available for use. The estimated useful life of an identifiable intangible asset is based on a number of factors
including the effects of obsolescence, demand, competition, and other economic factors (such as the stability of the industry,
and known technological advances), and the level of maintenance expenditures required to obtain the expected future cash
flows from the asset.
The management estimates the useful lives for its assets as follows:
Class of assets Useful life estimated (years)
Product development (Internally generated) 5 years
Computer software 3 years
Domain name 10 years
Goodwill Indefinite Life
Ola Brand (Trade name) Indefinite Life
The amortisation period and the amortisation method for finite-life intangible assets is reviewed at each financial year end
and adjusted prospectively, if appropriate.
For indefinite life intangible assets, the assessment of indefinite life is reviewed annually to determine whether it continues,
if not, it is impaired or changed prospectively basis revised estimates.
Revenue recognition
Revenue is recognised upon transfer of control of promised products or services to customers for an amount that reflects the
consideration which we expect to receive in exchange for those products or services. Revenue excludes taxes or duties
collected on behalf of the government.
• Revenue from sale of products are recognised when control of goods are transferred to the buyer which is generally
on delivery for domestic sales and on delivery on local port in India for export sales; as per the terms of sale.
• Service income which primarily consists of performance upgrade are recognised as per the terms of the contract on
satisfaction of performance obligation.
Warranty considerations as a service
Vehicles and parts sold by us include a standard warranty to guarantee the vehicle complies with agreed-upon specifications
for a defined period of time. Where the warranty offering to the end customer exceeds the standard market expectation for
similar products or provides a service in excess of the assurance that the agreed-upon specification is met, we consider this to
constitute a service to the end customer and therefore a separate performance obligation. Revenue is recognised on a straight-
line basis over the contractual period to which the warranty service relates, up to which point it is recognised as a contract
liability.
Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, performance
bonuses, price concessions and incentives, if any, as specified in the contract with the customer.
A liability is recognised where payments are received from customers before transferring control of the goods being sold or
providing services to the customer.
Contract liabilities
A contract liability is the obligation to transfer goods to a customer for which the Group has received consideration (or an
amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or
services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is
earlier). Contract liabilities are recognised as revenue when the Group performs under the contract.
Other operating revenue
Other operating revenue which primarily consists of vendor handling charges are recognised as per the terms of the contract
on satisfaction of performance obligation.
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Provision and contingent liabilities
A provision is recognised if, as a result of a past event, we have a present legal or constructive obligation that is reasonably
estimate, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of time
value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability.
A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the contract
and the expected net cost of continuing with the contract, which is determined based on the incremental costs of fulfilling the
obligation under the contract and an allocation of other costs directly related to fulfilling the contract. Before a provision is
established, we recognise any impairment loss on the assets associated with that contract.
Provisions for warranty-related costs are recognised when the product is sold to the customer. Initial recognition is based on
management estimate of product failure rates. The initial estimate of warranty-related costs is revised annually.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence
or non-occurrence of one or more uncertain future events beyond our control or a present obligation that is not recognised
because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also
arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably.
We do not recognise a contingent liability but discloses its existence in the financial statements. Contingent assets are not
recognised or disclosed in financial statements since this may result in the recognition of income that may never be realised.
However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognised.
Provision, contingent liabilities and contingent assets are reviewed at each balance sheet date.
Inventories
Inventories are valued at the lower of cost and net realizable value.
Cost of raw materials, stores and spares, components, consumables and traded goods are ascertained on a moving weighted
average basis. Goods-in-transit are recorded at actual cost. Cost, including fixed and variable production overheads, are
allocated to work-in-progress and finished goods determined on a full absorption cost basis.
Provision for obsolescence is made wherever necessary.
Net realizable value is the estimated selling price in the ordinary course of business less estimated cost of completion and
selling expenses.
Materials and other supplies held for use in the production are not written down below cost if the finished products in which
they will be incorporated are expected to be sold at or above cost. However, when a decline in the price of materials indicate
that the cost of the finished products exceeds net realizable value, the materials are written down to net realizable value. The
replacement cost of materials at the year-end has been considered as the best available measure of their net realizable value.
Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to revenue, it is recognised in the statement of profit and loss on a
systematic basis over the periods to which it relates. When the grant relates to an asset, it is treated as deferred income and
recognised in the statement of profit and loss on a systematic basis over the useful life of the asset.
Grants that compensate the Group for expenses incurred are recognised in profit or loss as reduction to expense on a systematic
basis in the periods in which the expenses are recognised, unless the conditions for receiving the grant are met after the related
expenses have been recognised.
Employee Benefits
Share-based payment transactions
We grant eligible employees remuneration in the form of share-based payments under our ESOP Scheme, whereby employees
render services as consideration for equity shares of our Company. We have granted stock options to certain eligible
employees.
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The cost of equity-settled transactions is determined by the fair value at the date on which the grants are made using a Black
Scholes model. The cost is recognised in employee benefits expense, together with a corresponding increase in share options
outstanding account in equity, over the period in which the performance and/or service conditions are fulfilled in a gradual
vesting manner. The amount recognised as expense is based on the estimate of the number of awards for which the related
service are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards
that meet the related service conditions at the vesting date.
SUMMARY RESULTS OF OPERATIONS
The following table sets forth select financial data from our restated consolidated statement of profit and loss for the three-
months period ended June 30, 2023 and Fiscals 2023, 2022 and 2021, the components which are also expressed as a percentage
of total income for such periods.
Particulars Three-months period Fiscal 2023 Fiscal 2022 Fiscal 2021
ended
June 30, 2023
Amount % of Amount % of Amount % of Amount % of
Total Total Total Total
income income income income
(in ₹ million)
Revenue from operations 12,427.46 97.19 26,309.27 94.55 3,734.23 81.84 8.64 0.81
Other income 359.29 2.81 1,517.70 5.45 828.37 18.16 1,052.17 99.19
Total income 12,786.75 100.00 27,826.97 100.00 4,562.60 100.00 1,060.81 100.00
Expenses
Cost of materials consumed 11,135.45 87.09 25,047.92 90.01 5,849.34 128.20 - -
Purchase of stock-in-trade 193.12 1.51 1,392.61 5.00 561.81 12.31 - -
Change in inventories of (233.68) (1.83) (736.44) (2.65) (1,602.15) (35.11) - -
finished goods, stock-in
trade and work-in-progress
Employee benefits expense 943.86 7.38 4,267.25 15.33 2,824.80 61.91 1,972.51 185.94
Other expenses 2,568.40 20.09 8,862.41 31.85 4,104.32 89.96 876.52 82.63
Total expenses 14,607.15 114.24 38,833.75 139.55 11,738.12 257.27 2,849.03 268.57
Loss before finance costs, (1,820.40) (14.24) (11,006.78) (39.55) (7,175.52) (157.27) (1,788.22) (168.57)
depreciation, amortisation
and tax expense
Finance costs 359.30 2.81 1,079.17 3.88 176.18 3.86 7.90 0.74
Depreciation and 474.15 3.71 1,670.64 6.00 489.80 10.74 196.20 18.50
amortisation expense
Loss before Exceptional (2,653.85) (20.75) (13,756.59) (49.44) (7,841.50) (171.86) (1,992.32) (187.81)
items and tax
Exceptional items 17.71 0.14 964.20 3.46 - - - -
Loss before tax (2,671.56) (20.89) (14,720.79) (52.90) (7,841.50) (171.86) (1,992.32) (187.81)
Tax expense
Current tax - - - - - - - -
Deferred tax - - - - - - - -
Tax expense - - - - - - - -
Loss for the period/year (2,671.56) (20.89) (14,720.79) (52.90) (7,841.50) (171.86) (1,992.32) (187.81)
Three-months period Ended June 30, 2023
Income
Our total income for the three-months period ended June 30, 2023 was ₹ 12,786.75 million, comprising revenue from
operations of ₹ 12,427.46 million and other income of ₹ 359.29 million.
Revenue from operations
Our revenue from operations was ₹ 12,427.46 million for the three-months period ended June 30, 2023 primarily due to the
sale of the Ola S1 and Ola S1 Pro scooters, spare parts, chargers and accessories. In the three-months period ended June 30,
2023, we sold 70,238 scooters, comprising 63,271 units and 6,967 units of Ola S1 Pro and Ola S1, respectively. Prior to
August 2023, we also generated revenue from selling services related to performance upgrades whereby customers purchasing
the Ola S1 Pro (first generation) had the option to pay for additional features for their scooters. Revenue from performance
upgrades for the three-months period ended June 30, 2023 was relatively high as compared to Fiscal 2023 as we offered
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significantly lower discounts on performance upgrades in the three-months period ended June 30, 2023 as compared to Fiscal
2023. We also had other operating revenue of ₹ 204.95 million, primarily from vendor handling charges, sale of scraps and
subscription income.
Other income
Our other income was ₹ 359.29 million for the three-months period ended June 30, 2023 and primarily includes interest
income on bank deposits of ₹ 193.93 million, income on financial assets carried at fair value through profit or loss of ₹ 66.70
million from a net gain on the disposal of mutual fund units and government incentive from the Government of the State of
Tamil Nadu in the amount of ₹ 49.02 million. We recognised interest income on the financial asset (government grant) in the
amount of ₹ 20.93 million. We also recognised miscellaneous income of ₹ 27.34 million primarily from the reversal of excess
provisions for GST liability.
Expenses
Our total expenses were ₹ 14,607.15 million for the three-months period ended June 30, 2023. Our total expenses comprise
cost of materials consumed, purchase of stock-in-trade, changes in inventories of finished goods, stock-in-trade and work-in-
progress, employee benefits expense and other expenses.
Cost of materials consumed
Our cost of materials consumed in the production of our scooters was ₹ 11,135.45 million for the three-months period ended
June 30, 2023.
Purchase of stock-in-trade
Our cost for purchase of stock-in-trade, which primarily consisted of the cost of chargers and other vehicle accessories such
as spare parts and wall mounts, was ₹ 193.12 million for the three-months period ended June 30, 2023.
Change in inventories of finished goods, stock-in trade and work-in-progress
Closing inventories levels of work-in progress, finished goods, spare parts, stock in trade increased from ₹ 2,370.81 million
as at March 31, 2023 to ₹ 2,604.49 million as at June 30, 2023, due to growth of our business. As a result, change in inventories
of finished goods, stock-in trade and work-in-progress was ₹ 233.68 million for the three-months period ended June 30, 2023.
Employee benefits expenses
Our employee benefits expense on a consolidated basis was ₹ 943.86 million for the three-months period ended June 30, 2023
primarily comprising salaries, wages and bonus of ₹ 599.12 million, equity settled share based payments of ₹ 231.06 million
and staff welfare expenses of ₹ 59.52 million.
Other expenses
Our other expenses on a consolidated basis was ₹ 2,568.40 million for the three-months period ended June 30, 2023 primarily
comprising technology cost, research cost, and selling and distribution expenses. Our research costs in the three-months period
ended June 30, 2023 was ₹ 108.18 million.
Finance Costs
Our finance costs on a consolidated basis was ₹ 359.30 million for the three-months period ended June 30, 2023 primarily
due to interest on borrowings amounting to ₹ 337.19 million. We had other borrowing costs of ₹ 18.48 million arising from
bank charges and letter of credit issuance charges.
Depreciation and amortisation expense
Our depreciation and amortisation expense was ₹ 474.15 million for the three-months period ended June 30, 2023, comprising
depreciation of property, plant and equipment of ₹ 338.55 million, amortisation of intangible assets of ₹ 133.35 million and
depreciation of right-of-use asset of ₹ 2.25 million.
Exceptional items
We recognised exceptional items amounting to ₹ 17.71 million for the three-months period ended June 30, 2023, arising from
our decision to fully refund customers who purchased Ola S1 Pro scooters prior to March 31, 2023, the cost of the chargers
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they had purchased together with the Ola S1 Pro scooter prior to March 31, 2023. As of October 31, 2023, we have processed
refunds to more than 90% of eligible customers.
Loss for the period
As a result of the foregoing factors, our loss for the period on a consolidated basis was ₹ 2,671.56 million in the three-months
period ended June 30, 2023.
Fiscal 2023 compared to Fiscal 2022
We commenced delivery of our first scooter, Ola S1 Pro, in December 2021. Our revenue from operations in Fiscal 2022 was
recognised only from December 2021 to March 31, 2023 compared to the full year in Fiscal 2023. Accordingly, our results
of operations for Fiscal 2022 are not strictly comparable to Fiscal 2023.
Revenue from operations
Our revenue from operations increased to ₹ 26,309.27 million in Fiscal 2023 from ₹ 3,734.23 million in Fiscal 2022 primarily
due to an increase in the sale of the Ola S1 Pro scooters and commencement of sale of Ola S1 scooters in September 2022,
spare parts and chargers and the sale of services relating to performance upgrades. In Fiscal 2023, we sold 156,251 scooters,
comprising 98,199 units and 58,052 units of Ola S1 Pro and Ola S1, respectively, compared to 20,948 and nil units in Fiscal
2022, respectively. We experienced higher demand for our EVs and higher sales volumes, partly owing to the FAME subsidy
available to our customers which helped to lower the cost of ownership of our products.
Other income
Our other income increased to ₹ 1,517.70 million in Fiscal 2023 from ₹ 828.37 million in Fiscal 2022 primarily due to an
increase in interest income on bank deposits to ₹ 920.36 million in Fiscal 2023 from ₹ 578.52 million in Fiscal 2022. Pursuant
to an MOU between OET and the Government of Tamil Nadu, the Government of Tamil Nadu awarded us a structured
package of capital and revenue assistance to set up our EV hub in Tamil Nadu, subject to certain conditions, which is to be
granted over time. In Fiscal 2023, we became eligible for the capital and revenue assistance pursuant to the terms of the MOU.
As such, OET recognised government incentives in the amount of ₹ 204.64 million in Fiscal 2023, and interest income on
such financial asset (government grant) of ₹ 69.20 million for the same period.
Expenses
Out total expenses increased to ₹ 38,833.75 million in Fiscal 2023 from ₹ 11,738.12 million in Fiscal 2022 primarily due to
an increase in cost of materials consumed in the production of our scooters, employee benefits expenses, purchase of stock-
in-trade and other expenses, in line with the growth in sales of our scooters. As a percentage of total income, our total expenses
was 139.55% in Fiscal 2023 compared to 257.27% in Fiscal 2022.
Cost of materials consumed
Our cost of materials consumed increased to ₹ 25,047.92 million in Fiscal 2023 from ₹ 5,849.34 million in Fiscal 2022 in line
with the increase in the production and sale of our scooters. The cost of materials consumed reflects the cost of raw materials
used in the production of our scooters, and represented 90.01% and 128.20% of our total income for Fiscals 2023 and 2022,
respectively.
Purchase of stock-in-trade
Our purchase of stock-in-trade increased to ₹ 1,392.61 million in Fiscal 2023 from ₹ 561.81 million in Fiscal 2022 due to an
increase in our purchase of spare parts, chargers and wall-mounts to support the growth of our business.
Change in inventories of finished goods, stock-in trade and work-in-progress
Closing stock levels of work-in progress, finished goods, spare parts, stock in trade increased to ₹ 2,370.81 million in Fiscal
2023 from ₹ 1,634.37 million in Fiscal 2022 due to growth of our business. As a result, change in inventories of finished
goods, stock-in trade and work-in-progress changed to a decrease of expense of ₹ 736.44 million in Fiscal 2023 from a
decrease of ₹ 1,602.15 million in Fiscal 2022.
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Employee benefits expense
Our employee benefits expense increased to ₹ 4,267.25 million in Fiscal 2023 from ₹ 2,824.80 million in Fiscal 2022 due to
an increase in the size of our workforce to support the growth in sales of our scooter and an increase in the salaries paid to our
employees, in addition to the share options granted to certain of our employees. In relation to the granting of equity stock
options to our employees, we recognised equity settled share based payments of ₹ 1,100.52 million in Fiscal 2023, an increase
from ₹ 195.37 million in Fiscal 2022.
Other expenses
Our other expenses increased to ₹ 8,862.41 million in Fiscal 2023 from ₹ 4,104.32 million in Fiscal 2022 due to an increase
in the provision for warranties, selling and distribution expenses and vehicle repair services, attributable to the increase in sale
of scooters. We also recognised an increase in research costs to ₹ 860.82 million in Fiscal 2023 from ₹ 156.90 million in
Fiscal 2022 as we continued to invest in R&D and grow our business.
Finance Costs
Our finance costs increased to ₹ 1,079.17 million in Fiscal 2023 from ₹ 176.18 million in Fiscal 2022 due to an increase in
borrowings from financial institutions to finance our business operations.
Depreciation and amortisation expense
Our depreciation and amortisation expense increased to ₹ 1,670.64 million in Fiscal 2023 from ₹ 489.80 million in Fiscal
2022. The increase in depreciation and amortisation expense aligns with the ramp-up of our business operations and revenue
as we commenced delivery of our first scooter in December 2021 and were in operation for the full year in Fiscal 2023.
Exceptional items
We recognised exceptional items amounting to ₹ 964.20 million in Fiscal 2023 arising from our decision to fully refund
customers who purchased Ola S1 Pro scooters prior to March 31, 2023, the cost of the chargers they had purchased together
with the Ola S1 Pro scooter. As of October 31, 2023, we have processed refunds to more than 90% of eligible customers.
Loss for the period/year
As a result of the foregoing factors, our loss for the period/year increased to ₹ 14,720.79 million in Fiscal 2023 from a loss of
₹ 7,841.50 million in Fiscal 2022.
Fiscal 2022 compared to Fiscal 2021
Revenue from operations
Our revenue from operations increased to ₹ 3,734.23 million in Fiscal 2022 from ₹ 8.64 million in Fiscal 2021 as we
commenced sales and delivery of the Ola S1 Pro scooters in December 2021 which was complemented by sales of spare parts,
chargers and wall mounts and sale of services, mainly performance upgrades. During Fiscal 2021, we provided battery
swapping services on a trial basis to EV owners and received subscription income in relation to such services. During Fiscal
2022, we sold 20,948 units of Ola S1 Pro scooters.
Other income
There was a decrease in other income to ₹ 828.37 million in Fiscal 2022 from ₹ 1,052.17 million in Fiscal 2021 mainly
attributable to the withdrawal of bank deposits to finance our business operations, resulting in a decrease in interest income
on bank deposits.
Expenses
Out total expenses increased to ₹ 11,738.12 million in Fiscal 2022 from ₹ 2,849.03 million in Fiscal 2021 primarily due to an
increase in cost of materials consumed in line with an increase in production and sale of scooters. As a percentage of total
income, our total expenses was 257.27% in Fiscal 2022 compared to 268.57% in Fiscal 2021.
Cost of materials consumed
Our cost of materials consumed increased to ₹ 5,849.34 million in Fiscal 2022 from nil in Fiscal 2021 in line with the
commencement of scooter sales in Fiscal 2022.
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Purchase of stock-in-trade
Our purchase of stock-in-trade increased to ₹ 561.81 million in Fiscal 2022 from nil in Fiscal 2021 as we stocked up on more
spare parts, chargers and wall mounts to sell to customers.
Change in inventories of finished goods, stock-in trade and work-in-progress
Our change in inventories of finished goods, stock-in trade and work-in-progress was a decrease of ₹ 1,602.15 million in
Fiscal 2022 as compared to nil in Fiscal 2021 as closing stock levels of work-in progress, finished goods, spare parts, stock
in trade increased to ₹ 1,634.37 million in Fiscal 2022 from ₹ 32.22 million in Fiscal 2021 due to growth of our business.
Employee benefits expense
Our employee benefits expense increased to ₹ 2,824.80 million in Fiscal 2022 from ₹ 1,972.51 million in Fiscal 2021 due to
an increase in the size of our workforce to support our sales and operations. In relation to the granting of equity stock options
to our employees, we recognised equity settled share based payments of ₹ 195.37 million and ₹ 434.74 million in Fiscal 2022
and Fiscal 2021 respectively.
Other expenses
Our other expenses increased to ₹ 4,104.32 million in Fiscal 2022 from ₹ 876.52 million in Fiscal 2021 due to the recognition
of provision for warranties in relation to the commencement of scooter sales, expenses incurred in advertising, marketing and
sales promotion to promote the Ola S1 Pro and Ola S1 models and selling and distribution of expenses. Research costs
increased to ₹ 156.90 million in Fiscal 2022 from ₹ 69.86 million in Fiscal 2021. We also recorded a significant increase in
repairs and maintenance as we delivered our first batch of scooters.
Finance Costs
Our finance costs increased to ₹ 176.18 million in Fiscal 2022 from ₹ 7.90 million in Fiscal 2021 due to an increase in
borrowings from financial institutions and the interest expense thereon.
Depreciation and amortisation expense
Our depreciation and amortisation expense increased to ₹ 489.80 million in Fiscal 2022 from ₹ 196.20 million in Fiscal 2021
due to the commencement of manufacturing activities in Fiscal 2022.
Loss for the period/year
As a result of the foregoing factors, our loss for the period/year increased to ₹ 7,841.50 million in Fiscal 2022 from a loss of
₹ 1,992.32 million in Fiscal 2021.
Key Performance Indicators
In evaluating our business, we consider and use certain KPIs, as presented below, as a supplemental measure to review and
assess our financial and operating performance. The presentation of these KPIs is not intended to be considered in isolation
or as a substitute for the Restated Consolidated Financial Information. We present these KPIs because we use them to evaluate
our financial and operating performance. These KPIs have limitations as analytical tools. Further, these KPIs may differ from
the similar information used by other companies, including peer companies, and hence their comparability may be limited.
Although these KPIs are not a measure of performance calculated in accordance with applicable accounting standards, our
Company’s management believes that they provide an additional tool for investors to use in evaluating our ongoing operating
results and trends and in comparing our financial results with other companies in our industry because they provide
consistency and comparability with past financial performance, when taken collectively with financial measures prepared in
accordance with Ind AS.
Three-months period ended June 30, Fiscal 2023 Fiscal 2022
2023
Particulars (in ₹ million, except as indicated otherwise)
Deliveries (in thousands) 70 156 21
Revenue from operations 12,427.46 26,309.27 3,734.23
Adjusted Gross Margin % (1)* 13.23% 7.63% (5.40)%
(1)
As the Company did not have any sale of finished and traded goods in Fiscal 2021, the presentation of the relevant KPIs is not applicable for such period.
* Adjusted Gross Margin is computed by deducting cost of materials consumed, purchase of stock-in-trade and change in inventories of finished goods, stock-in-trade and
work-in-progress from total income. Adjusted Gross Margin % is defined as Adjusted Gross Margin for the relevant period divided by total income for such period.
327
Non-GAAP Measures
Certain non-GAAP financial measures relating to our financial performance, namely Net Worth, Return on Net Worth, Net
Asset Value per Equity Share, EBITDA, EBITDA Margin %, Adjusted Gross Margin and Adjusted Gross Margin % have
been included in this Draft Red Herring Prospectus and are a supplemental measure of our performance and liquidity that are
not required by, or presented in accordance with, Ind AS, IFRS or US GAAP. These non-GAAP financial measures and other
information relating to financial performance may not be computed on the basis of any standard methodology that is applicable
across the industry and, therefore a comparison of similarly titled non-GAAP measures or other information relating to
operations and financial performance between companies may not be possible. Other companies may calculate these non-
GAAP measures differently from us, limiting their usefulness as a comparative measure. The principal limitation of these
non-GAAP measures is that they exclude significant expenses that are required by Ind AS to be recorded in our financial
statements, as further detailed below. A reconciliation is provided below for each non-GAAP measure to the most directly
comparable GAAP measure. Investors are encouraged to review the related GAAP measures and the reconciliation of non-
GAAP measures to their most directly comparable GAAP measure included below and to not rely on any single financial
measure to evaluate our business.
Investors are encouraged to review the related Ind AS financial measures and the reconciliation of the non-GAAP measures
to their most directly comparable Ind AS financial measures and to not rely on any single financial measure to evaluate our
business. See “Risk Factors – Significant differences exist between Indian accounting standard (“Ind AS”) and other
accounting principles, such as international financial reporting standards (“IFRS”) and United States generally accepted
accounting principles (“U.S. GAAP”), which may be material to investors’ assessments of our financial condition.” on page
58.
Three-months period ended Fiscal 2023 Fiscal 2022
June 30, 2023
Particulars (in ₹ million, except as indicated otherwise)
Other income 359.29 1,517.70 828.37
Total income 12,786.75 27,826.97 4,562.60
Loss before tax for the period/year (2,671.56) (14,720.79) (7,841.50)
Loss before tax % (1) (20.89)% (52.90)% (171.86)%
Adjusted Gross Margin (2) 1,691.86 2,122.88 (246.40)
EBITDA(3) (1,838.11) (11,970.98) (7,175.52)
EBITDA Margin % (3) (14.38)% (43.02)% (157.27)%
Notes:
(1) Loss before tax % is defined as profit/loss before tax divided by total income.
(2) Adjusted Gross Margin is a non-GAAP measure. We define Adjusted Gross Margin as total income minus the sum of cost of materials consumed,
purchase of stock-in-trade and change in inventories of finished goods, stock-in-trade and work-in-progress. Adjusted Gross Margin % is defined as
Adjusted Gross Margin divided by total income.
(3) Earnings before interest, taxes, depreciation and amortisation, or EBITDA, is a non-GAAP measure which represents loss for the period/year, before
tax expenses, finance costs and depreciation and amortisation expenses. EBITDA Margin % is defined as EBITDA divided by total income.
The following table reconciles Adjusted Gross Margin to total income for the periods presented:
(in ₹ million, unless otherwise stated)
Particulars As at and for the three- As at and for the As at and for the
months period ended Financial Year Financial Year
June 30, 2023 ended March 31, ended March 31,
2023 2022
Total income (A) 12,786.75 27,826.97 4,562.60
Minus: Cost of materials consumed (B) 11,135.45 25,047.92 5,849.34
Minus: Purchase of stock-in-trade (C) 193.12 1,392.61 561.81
Minus: Change in inventories of finished goods, stock-in-trade and (233.68) (736.44) (1,602.15)
work-in-progress (D)
Adjusted Gross Margin (E) (E=A-B-C-D) 1,691.86 2,122.88 (246.40)
Adjusted Gross Margin% (F) (F=E/A) 13.23 7.63 (5.40)
Note: For the year ended March 31, 2021, as the Company does not have any sale of finished and traded goods the presentation of adjusted gross margin is
not applicable.
328
The following table reconciles EBITDA to our loss for the periods/years presented:
(in ₹ million, unless otherwise stated)
Particulars As at and for the As at and for the As at and for the As at and for the
three-months Financial Year Financial Year Financial Year
period ended June ended March 31, ended March 31, ended March 31,
30, 2023 2023 2022 2021
Loss for the period/year (A) (2,671.56) (14,720.79) (7,841.50) (1,992.32)
Add: Tax expense (B) 0.00 0.00 0.00 0.00
Add: Finance costs (C) 359.30 1,079.17 176.18 7.90
Add: Depreciation and amortization 474.15 1,670.64 489.80 196.20
expense (D)
EBITDA (E) (E=A+B+C+D) (1,838.11) (11,970.98) (7,175.52) (1,788.22)
Total income (F) 12,786.75 27,826.97 4,562.60 1,060.81
EBITDA Margin %(G) (G=E/F) (14.38)% (43.02)% (157.27)% (168.57)%
Selected Restated Consolidated Statement of Assets and Liabilities
The table below sets forth the principal components of our total assets, equity and liabilities as at the periods indicated in the
table below:
As of June 30, 2023 As of March 31, 2023 As of March 31, As of March 31,
2022 2021
Particulars (in ₹ million)
Total non-current assets 23,264.89 21,235.35 13,323.32 2,429.42
Total current assets 33,846.27 34,496.34 40,635.31 18,696.98
Total assets 57,111.16 55,731.69 53,958.63 21,126.40
Total equity 21,115.05 23,564.44 36,614.52 19,706.15
Total non-current liabilities 8,728.80 8,658.21 5,779.00 43.10
Total current liabilities 27,267.31 23,509.04 11,565.11 1,377.15
Total liabilities 35,996.11 32,167.25 17,344.11 1,420.25
Total equity and liabilities 57,111.16 55,731.69 53,958.63 21,126.40
Our total non-current assets were ₹ 2,429.42 million as at March 31, 2021, increasing by 448.42% to ₹ 13,323.32 million as
at March 31, 2022 and further increasing by 59.38% to ₹ 21,235.35 million as at March 31, 2023 and increasing to ₹ 23,264.89
million as at June 30, 2023. The increase in our non-current assets was primarily due to increase in our investments made in
manufacturing facilities and development expenditure incurred on internally generated intangible assets, namely (i) property,
plant and equipment, (ii) capital work-in-progress, (iii) other intangible assets and (iv) intangible assets under development.
Our total current assets were ₹ 18,696.98 million as at March 31, 2021, increasing by 117.34% to ₹ 40,635.31 million as at
March 31, 2022 and decreasing by 15.11% to ₹ 34,496.34 million as at March 31, 2023 and further decreasing to ₹ 33,846.27
million as at June 30, 2023. The decrease as at June 30, 2023 and March 31, 2023 was primarily due to reduction in cash and
cash equivalents which were used for business operations while the increase as at March 31, 2022 was primarily due to
proceeds from issue of compulsorily convertible preference shares.
Our total equity increased from ₹ 19,706.15 million as at March 31, 2021 to ₹ 36,614.52 million as at March 31, 2022 primarily
due to the issue of compulsorily convertible preference shares, and decreased to ₹ 23,564.44 million as at March 31, 2023 and
to ₹ 21,115.05 million as at June 30, 2023, primarily due to loss for the period/year.
Our total non-current liabilities increased from ₹ 43.10 million as at March 31, 2021 to ₹ 5,779.00 million as at March 31,
2022 to ₹ 8,658.21 million as at March 31, 2023 and closed at ₹ 8,728.80 million as at June 30, 2023. This increase was
primarily due to the term loan availed for setting up of manufacturing facility.
Our total current liabilities increased from ₹ 1,377.15 million as at March 31, 2021 to ₹ 11,565.11 million as at March 31,
2022 and increased to ₹ 23,509.04 million as at March 31, 2023 and to ₹ 27,267.31 million as at June, 30 2023. The increase
was primarily due to availing short term credit facilities to meet the working capital requirements and outstanding dues of
creditors and payments to related parties.
Liquidity and Capital Resources
Historically, our primary liquidity requirements have been to finance our working capital needs for our operations and capital
expenditures. We have met these requirements through cash flows from operations and borrowings and the issuance of
compulsorily convertible preference shares. As of June 30, 2023, we had ₹ 2,317.08 million in cash and cash equivalents, ₹
9,084.80 million as bank balances other than cash and cash equivalents, ₹ 7,017.36 million in non-current borrowings and ₹
329
9,148.37 million in current borrowings. We believe that, after taking into account the expected cash to be generated from our
operations, our borrowings and the proceeds from the Offer, we will have sufficient liquidity for our present requirements and
anticipated requirements for capital expenditure and working capital for the next 12 months.
Cash Flows
The table below summarises the statement of cash flows, as per our restated consolidated cash flow statements, for the periods
indicated:
Three-months period ended Fiscal
June 30, 2023 2023 2022 2021
(in ₹ million)
Net cash used in operating activities (972.37) (15,072.71) (8,849.54) (2,520.25)
Net cash generated/(used in) from 1,546.19 (3,185.50) (13,218.25) 5,489.40
investing activities
Net cash flow (used in)/generated (295.22) 6,587.04 30,848.27 31.50
from financing activities
Net Increase/ (decrease) in cash 278.60 (11,671.17) 8,780.48 3,000.65
and cash equivalents
Operating Activities
Net cash used in operating activities for the three-months period ended June 30, 2023 was ₹ 972.37 million, while our
operating loss before working capital changes was ₹ 1,873.22 million. The difference was primarily attributable to an increase
in trade payables of ₹ 3,500.80 million and an increase in other financial liabilities of ₹ 485.47 million, which was partially
offset by an increase in other financial assets of ₹ 1,926.97 million, increase in other assets of ₹ 629.10 million and increase
in inventories of ₹ 597.41 million.
Net cash used in operating activities for Fiscal 2023 was ₹ 15,072.71 million, while our operating loss before working capital
changes was ₹ 12,027.57 million. The difference was primarily attributable to an increase in inventory of ₹ 2,996.70 million
and other financial assets of ₹ 5,206.90 million due to growth of our business, which was partially offset by an increase in
trade payables of ₹ 3,380.72 million and an increase in other financial liabilities of ₹ 2,789.22 million.
Net cash used in operating activities for Fiscal 2022 was ₹ 8,849.54 million, while our operating loss before working capital
changes was ₹ 7,510.72 million. The difference was primarily attributable to an increase in inventory of ₹ 2,810.57 million
and other assets of ₹ 5,518.43 million due to commencement of commercial production and sales of scooters in Fiscal 2022,
which was partially offset by an increase in trade payables of ₹ 3,136.01 million and an increase in other liabilities and
provisions of ₹ 3,911.69 million.
Net cash used in operating activities for Fiscal 2021 was ₹ 2,520.25 million, while our operating loss before working capital
changes was ₹ 2,345.02 million. The difference was primarily attributable to an increase in other assets of ₹ 287.20 million,
an increase in other financial assets of ₹ 71.70 million and a decrease in trade payables of ₹ 278.57 million, partially offset by
an increase in other financial liabilities of ₹ 481.79 million.
Investing Activities
Net cash generated from investing activities for the three-months period ended June 30, 2023 was ₹ 1,546.19 million, and
primarily included net proceeds from interest bearing deposits amounting to ₹ 4,505.30 million. This was partially offset by
acquisition of property, plant and equipment of ₹ 1,619.80 million, investment in interest bearing deposits of ₹ 786.70 million
and development expenditure on internally generated intangible assets of ₹ 753.34 million.
Net cash used in investing activities for Fiscal 2023 was ₹ 3,185.50 million, and primarily included acquisition of property,
plant and equipment of ₹ 4,336.03 million and acquisition of intangible assets of ₹ 59.78 million. This was partially offset by
proceeds from interest bearing deposits of ₹ 34,120.44 million, interest received of ₹ 1,072.93 million and proceeds from sale
of mutual fund units of ₹ 8,828.77 million.
Net cash used in investing activities for Fiscal 2022 was ₹ 13,218.25 million, and primarily included acquisition of property,
plant and equipment of ₹ 7,635.70 million, purchase of mutual fund units of ₹ 23,456.89 million and acquisition of intangible
assets of ₹ 133.80 million, partially offset by proceeds from interest bearing deposits of ₹ 104,865.63 million and interest
received of ₹ 637.44 million.
Net cash generated from investing activities for Fiscal 2021 was ₹ 5,489.40 million, and primarily included proceeds from
330
interest bearing deposits of ₹ 21,766.60 million and interest received of ₹ 1,241.60 million. This was partially offset by
purchase of mutual fund units of ₹ 11,337.20 million.
Financing Activities
Net cash flow used in financing activities for the three-months period ended June 30, 2023 was ₹ 295.22 million, and primarily
included interest paid of ₹ 359.30 million and payment of lease liabilities (including interest) of ₹ 34.76 million. This was
partially offset by proceeds from current borrowings, net of ₹ 84.76 million and proceeds from non-current borrowings of ₹
14.08 million.
Net cash flow generated from financing activities for Fiscal 2023 was ₹ 6,587.04 million, and primarily included proceeds
from net current borrowings of ₹ 5,437.80 million and proceeds from non-current borrowings of ₹ 1,765.41 million. This was
partially offset by interest paid of ₹ 1,083.50 million.
Net cash flow generated from financing activities for Fiscal 2022 was ₹ 30,848.27 million, and primarily included proceeds
from the issue of compulsorily convertible preference shares of ₹ 24,725.21 million and proceeds from non-current borrowings
of ₹ 5,237.90 million.
Net cash flow generated from financing activities for Fiscal 2021 was ₹ 31.50 million, and primarily included proceeds from
non-current borrowings of ₹ 374.40 million. This was partially offset by payment of lease liabilities (including interest) of ₹
342.90 million.
Indebtedness
As of June 30, 2023, we had total borrowings of ₹ 16,165.73 million which consisted of non-current borrowings and current
borrowings. These loans were primarily used for setting up of manufacturing facilities and to meet the working capital
requirements. For further information on our agreements governing our outstanding indebtedness, see “Financial
Indebtedness” on page 336. The table below provides breakdown of our total borrowings as of the dates indicated:
Particulars In ₹ Million
As at As at As at As at
June 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Non-current Borrowings 7,017.36 7,003.31 5,237.90 -
Current Borrowings 9,148.37 9,454.22 2,266.17 388.72
Total Borrowings 16,165.73 16,457.53 7,504.07 388.72
Contractual Obligations
The table below sets forth our contractual obligations as of June 30, 2023.
Particulars In ₹ Million
Less than 1 year 1 to 5 year More than 5 years Total
Loan from related party 76.30 - - 76.30
Borrowings 9,596.70 5,644.80 3,682.10 18,923.60
Lease liabilities 141.77 416.86 - 558.63
Trade payables 10,406.90 - - 10,406.90
Other financial liabilities 4,447.34 - - 4,447.34
Total 24,669.01 6,061.66 3,682.10 34,412.77
Contingent Liabilities and Capital Commitments
The following table sets forth details of our contingent liabilities, capital commitments and guarantees as of June 30, 2023 as
per the Restated Consolidated Financial Information. Our Company is not involved in any disputes and claims, including
commercial matters, which arise from time to time in the ordinary course of business. For more details see “Outstanding
Litigation and Material Developments” on page 339.
Particulars As of June 30, 2023 (in ₹ Million)
Contingent liabilities ―
Capital Commitments
Estimated amount remaining to be executed on account of capital contracts (Net 7,823.26
of advances)(1)
Guarantees
Ola Electric Technologies Private Limited(2) 16,089.43
331
Notes:
(1) The remaining balance required to be paid under pending purchase orders.
(2) Our Company has issued corporate guarantees, in favour of the banks / lenders on behalf of its subsidiary, Ola Electric Technologies Pvt Ltd, for the
purposes of working capital and other general corporate purposes.
Capital Expenditures
Our historical capital expenditures primarily included cash flow used in investing activities for the acquisition of property,
plant and equipment, acquisition of intangible assets and development expenditure on internally generated intangible assets,
which amounted to ₹ 2,374.14 million (comprising acquisition of property, plant and equipment of ₹ 1,619.80 million,
acquisition of intangible assets of ₹ 1.00 million and development expenditure on internally generated intangible assets of ₹
753.34 million), ₹ 8,426.12 million (comprising acquisition of property, plant and equipment of ₹ 4,336.03 million, acquisition
of intangible assets of ₹ 59.78 million and development expenditure on internally generated intangible assets of ₹ 4,030.31
million), ₹ 8,872.80 million (comprising acquisition of property, plant and equipment of ₹ 7,635.70 million, acquisition of
intangible assets of ₹ 133.80 million and development expenditure on internally generated intangible assets of ₹ 1,103.30
million) and ₹ 1,085.30 million (comprising acquisition of property, plant and equipment of ₹ 1,085.30 million) in the three-
months period ended June 30, 2023 and Fiscals 2023, 2022 and 2021, respectively.
We expect our future capital expenditures to be primarily for (i) expansion of the installed capacity of our Ola Gigafactory
from 5GWh to 6.4GWh, (ii) repayment or pre-payment, in full or in part, of OET’s working capital borrowings, (iii)
investment in research and product development, including investments in property, plant and equipment and intangible assets,
(iv) organic growth initiatives and (v) general corporate purposes.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that
would have been established for the purpose of facilitating off-balance sheet arrangements.
Related Party Transactions
We enter into various transactions with related parties. For further information, see “Restated Consolidated Financial
Information – Notes forming part of the Restated Consolidated Financial Information – Note 35: Related Parties” on page
293.
Quantitative and Qualitative Disclosures about Market Risks
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market prices comprise three type of risks: currency rate risk, interest rate risk and other price risks, such as
equity price risk and commodity price risk. Financial instruments affected by market risks include loans and borrowings,
deposits, investments and foreign currency receivables and payables.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to our borrowing with
floating interest rates. As of June 30, 2023, all of our borrowings are subject to floating interest rates. We constantly monitor
the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost.
With all other variables held constant, our profit before tax will be impacted by a 1% change in interest rate as follows:
Increase/(decrease) in profit before tax (in ₹ million)
Particulars Three-months period Year ended March 31, Year ended March 31, Year ended March 31,
ended June 30, 2023 2023 2022 2021
Increase in interest rate by 1% (62.93) (60.26) (33.51) (3.89)
Decrease in interest rate by 1% 62.93 60.26 33.51 3.89
332
Foreign currency risk
We source certain components from suppliers based outside India and are exposed to foreign exchange risk arising from
foreign currency transactions, primarily with respect to the U.S Dollars, GBP and Euros. Foreign exchange risk arises from
future commercial transactions and recognised assets and liabilities denominated in a currency that is not our functional
currency. Our functional currency is the ₹.
A 1% increase or decrease in the ₹ against the U.S. Dollar will increase or decrease, respectively, the cost of production of
our scooters by ₹ 840.
Significant Economic Changes
Other than as described above under the heading titled “Principal Factors Affecting Our Financial Condition and Results of
Operations” to the knowledge of our management, there are no other significant economic changes that materially affect or
are likely to affect income from continuing operations.
Unusual or Infrequent Events of Transactions
Except as described in this Draft Red Herring Prospectus, there have been no events or transactions that, to our knowledge,
may be described as “unusual” or “infrequent”.
Known Trends or Uncertainties
Our business has been affected and we expect will continue to be affected by the trends identified above in the heading titled
“Principal Factors Affecting Our Financial Condition and Results of Operations” and the uncertainties described in “Risk
Factors” on page 28. To our knowledge, except as described or anticipated in this Draft Red Herring Prospectus, there are no
known factors which we expect will have a material adverse impact on our sales, revenues or income from continuing
operations.
Seasonality of Business
Our orders are impacted by seasonality, corresponding with the seasonal fluctuation in demand for vehicles in the Indian
automotive market which generally peaks between January and March each year and declines in February. Demand is
generally lean between March and June and leaner between June and September due to the monsoon season, before picking
up again during the festive season from September to November, followed by a decline in December as customers defer
purchases to the following year. Such seasonal factors may also impact demand for our vehicles. See “Risk Factors – Our
results of operations may vary significantly from period to period due to the seasonality of our business and fluctuations in
our operating costs.” on page 51.
Significant Developments After June 30, 2023 that May Affect Our Future Results of Operations
On July 1, 2023, pursuant to a business transfer agreement dated July 1, 2023, our wholly-owned subsidiary, OET, acquired
certain business undertakings of Ola Fleet Technologies Private Limited, a wholly-owned subsidiary of ANI Technologies
Private Limited, which primarily comprised experience centres, service centres and on-roll employees, for a consideration of
₹1,360.34 million.
On July 14, 2023, OEM issued 91,300,001 compulsorily convertible preference shares at a price of ₹ 10 per share, receiving
total proceeds of ₹ 913.00 million.
On September 22, 2023, OEM issued 1,052,324,000 compulsorily convertible preference shares at a price of ₹ 10 per share,
receiving total proceeds of ₹ 10,523.20 million.
Except as discussed above and elsewhere in this Draft Red Herring Prospectus, to our knowledge, no circumstances have
arisen since the date of the Restated Consolidated Financial Information as disclosed in this Draft Red Herring Prospectus
333
which materially and adversely affect or are likely to affect our trading, operations or profitability, or the value of our assets
or our ability to pay our liabilities within the next 12 months.
334
CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalisation as at June 30, 2023, derived from our Restated Consolidated
Financial Information, and as adjusted for the Offer. This table should be read in conjunction with “Risk Factors”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Consolidated
Financial Information” beginning on pages 28, 308 and 232, respectively.
(₹ in million, except ratios)
Particulars Pre-Offer as at June As adjusted for the
30, 2023 proposed Offer(1)
Borrowings
Current borrowings (2)(A) 9,148.37 [●]
Non-current borrowings (2) (B) 7,017.36 [●]
Total Borrowings (A) + (B) = (C) 16,165.73 [●]
Equity
Equity share capital(2) 19,554.50 [●]
Instruments entirely equity nature 18,096.97 [●]
Other equity(2) (16,536.42) [●]
Total Equity (D) 21,115.05 [●]
Total Borrowings/ Total Equity (C/D) 0.77 [●]
Non-current borrowings /Total Equity (B/D) 0.33 [●]
1. The corresponding post Offer capitalization data is not determinable at this stage pending the completion of the book building process and hence have
not been furnished. To be updated upon finalization of the Offer Price.
2. These terms shall carry the meaning as per Schedule III of the Companies Act.
3. As on December 19, 2023, there is no change in the balance of Equity Share capital since June 30,2023 and it remains at ₹19,554.50 million.
4. The above ratios are not adjusted for issuance of CCPS post June 30, 2023.
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FINANCIAL INDEBTEDNESS
Except for the outstanding borrowings of our Material Subsidiary and our Subsidiary OCT there are no outstanding
borrowings of our Company or any of our Subsidiaries.
As of October 31, 2023, our outstanding borrowings on a consolidated basis aggregated to ₹17,688.17 million.
The following table sets forth the details of the aggregate consolidated outstanding borrowings of our Material Subsidiary and
OCT as on October 31, 2023:
(in ₹ million)
Category of borrowing Sanctioned amount Outstanding amount as on
October 31, 2023*
Secured 21,550.00 17,688.17
Term loans** 7,500.00 7,322.53
Non-convertible debentures - -
Working capital facilities 14,050.00 10,365.64
- Fund based 11,900.00 8,602.94
- Non-fund based 2,150.00 1,762.70
Unsecured - -
Total 21,550.00 17,688.17
*
As certified by B.B. & Associates, Independent Chartered Accountant, pursuant to their certificate dated December 22, 2023.
** Includes non-fund based facilities of ₹3,400 million which is sub-limit and interchangeable with fund based facilities.
Further, our Subsidiary, OCT has availed a rupee term loan facility amounting to ₹19,100.00 million, as on date of this Draft
Red Herring Prospectus, such facility has been drawn down by OCT post October 31, 2023.
Principal terms of the subsisting borrowings availed by OET and OCT:
1. Purpose: The facilities were availed by OET to set up greenfield manufacturing facility for electric two wheelers at
Krishnagiri, Tamil Nadu to purchase machineries and other capital goods for such greenfield facility, purchase raw
materials and meet working capital requirements, while the facilities were availed by OCT to part finance the
establishment of the 5 GWh Gigafactory for manufacturing advanced chemistry cell for electric vehicles at
Krishnagiri, Tamil Nadu and procuring related equipment and services.
2. Interest: Interest rate charged by the lenders for working capital loans availed by OET typically ranges from 8.75%
per annum to 9.40% per annum and is based on external credit ratings of OET, whereas the interest rate charged on
the term loans is 9.35% per annum and the same is primarily linked to the marginal cost lending rate. The interest
rate charged by the lender for the term loan facility availed by OCT is linked to Marginal Cost of Funds based
Lending Rate (currently 10.90%), whereas for non-revolving letter of credit facility commission is to be paid.
3. Tenor: The tenor of working capital facilities availed by OET typically ranges from 1 month to 6 months and can be
renewed by mutual agreement, whereas the tenor of term loans is 10 years with a moratorium of 30 months from the
day of first disbursement under the facility. The tenor for the term loan facility availed by OCT is 11 years from zero
date i.e., January 31, 2023, whereas the usance period for non-revolving letter of credit facility is 6 months.
4. Security: In terms of the borrowings by OET and OCT where security needs to be created, security is created inter-
alia by charge over current assets, movable and immovable assets, plants and machinery as well as corporate
guarantee given by our Company, etc. Further, with respect to the facility availed by OET, by our Promoter has
provided an undertaking to lenders confirming that our Promoter shall continue to be a director of our Company and
will continue to hold minimum 26% shareholding with voting rights in our Company until the final settlement date
of the facility availed by OET. For further details, see “Our Promoter and Promoter Group – Material guarantees
given by our Promoter to third parties with respect to Equity Shares” on page 226.
5. Pre-payment: Certain loans availed by OET have pre-payment provisions which allow for pre-payment of the
outstanding loan by serving notice to the lender and subject to payment of such pre-payment penalties as may be
prescribed. The lenders may charge a penal interest of up to 1% over and above the interest rate, however, such pre-
payment charges will not apply in certain conditions including if prepayment is at instance of the lenders, prepayment
is made out of cash flows of OET or by funds infused in OET by our Company. For OCT, term loan facility availed
allows for prepayment with penalty of 2% of the amount prepaid, however, such pre-payment charges will not apply
336
in certain conditions which inter alia include prepayment from proceeds raised by initial public offer of OCT,
prepayment from internal accruals, etc.
6. Re-payment: The re-payment period for the working capital facilities availed by OET typically ranges from 1 month
to 6 months, and on demand whereas the repayment period for term loan availed by OET is 10 years, including a
moratorium of 30 months from day of first disbursement. The re-payment period for facilities availed by OCT is 7
years and 6 months, starting at the end of moratorium of 15 months post the construction period whereas the usance
period for non-revolving letter of credit facility is 6 months.
7. Events of Default: Borrowing arrangements entered into by OET and OCT contain standard events of default,
including among others:
a) Failure or inability to pay amount on due dates;
b) Change in control;
c) Failure to pay accrued interest;
d) Any notice in relation to actual or threatened liquidation, dissolution, bankruptcy or insolvency of OET;
e) Change of general nature or cessation of business;
f) Incorrect or false information;
g) Usage of the loan for purposes other than the purpose for which it was sanctioned by the lender;
h) Cross defaults across other borrowings of OET;
i) Breach of any terms and conditions, including financial covenants in the loan documents; and
j) Any other event or circumstance that has a material adverse effect on the lender.
This is an indicative list and there may be additional terms that may amount to an event of default under the various
borrowing arrangements entered into by OET.
8. Consequences of occurrence of events of default: In terms of our facility agreements and sanction letters, the
following, among others, are the consequences of occurrence of events of default, whereby the lenders may:
a) Terminate either whole or part of the facility;
b) Declare any or all amounts under the facility, either whole or in part, as immediately due and payable to the
lender;
c) Recover entire dues payable;
d) Enforce security;
e) Cancel the undrawn commitment of the facility;
f) Convert outstanding obligations under the facility into equity capital or other securities of OET; and
g) Appoint a nominee director on the Board of Directors of OET/OCT.
9. Restrictive Covenants: The loans availed by OET and OCT contain certain restrictive covenants, which require prior
written consent of the lender, or prior intimation to be made to the lender for certain specified events or corporate
actions, including:
a) Change in the ownership, management or control;
b) Change in the general nature of the business;
c) Enter into any scheme of merger, de-merger, amalgamation, etc. or do a buyback;
337
d) Winding up, liquidation or taking any steps for voluntary liquidation or dissolution;
e) Creation of security interest on the assets of OET, except as permitted by the lender;
f) Change in the constitutional documents; and
g) Disposal of assets other than those permitted by the lender.
This is an indicative list and there may be such other additional terms under the various borrowing arrangements entered into
by OET and OCT.
For the purpose of the Offer, our Company has made the required intimations to the lenders of OET under the relevant loan
documents for undertaking activities relating to the Offer and consequent actions, such as change in the capital structure,
changes in composition of the Board and amendments to the Articles of Association, of our Company.
338
SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings; (ii) actions taken by regulatory or
statutory authorities; (iii) litigation involving claims related to direct and indirect taxes; and (iv) other pending litigation as
determined to be material as per the materiality policy adopted pursuant to the Board resolution dated December 14, 2023,
in each case involving our Company, its Subsidiaries, Promoter and Directors (“Relevant Parties”). Further, except as stated
in this section, (a) there are no disciplinary actions including penalty imposed by the SEBI or stock exchanges against our
Promoter in the last five Financial Years including any outstanding action; and (b) pending litigation involving our Group
Companies which may have a material impact on our Company.
For the purpose of identification of material litigation in (iv) above, our Board has considered and adopted the following
policy on materiality with regard to outstanding litigation to be disclosed by our Company in this Draft Red Herring
Prospectus pursuant to the Board resolution dated December 14, 2023 (“Materiality Policy”). Accordingly, disclosures of
the following types of litigation involving the Relevant Parties have been included.
All outstanding litigation, including any litigation involving the Relevant Parties, other than criminal proceedings, actions by
regulatory authorities and statutory authorities, disciplinary actions including any penalty imposed by SEBI or stock
exchanges against our Promoter in the last five Financial Years including any outstanding actions, and tax matters (direct or
indirect), would be considered ‘material’ if:
(i) the monetary amount of claim by or against the entity or person in any such pending proceeding is in excess of 1%
of our Company’s consolidated Net Worth as on June 30, 2023, as per the latest Restated Consolidated Financial
Information, being ₹211.15 million;
(ii) where monetary liability is not quantifiable or where the monetary liability does not meet the materiality threshold
set out above, where an adverse outcome would materially and adversely affect the business, operations, prospects,
performance or financial position or reputation of our Company; or
(iii) pending litigations where the decision in one litigation is likely to affect the decision in similar litigations, even
though the amount involved in an individual litigation may not exceed the materiality threshold set out above.
In addition to the above, outstanding proceedings initiated by the customers of our Company and/or its Subsidiaries, against
our Company or its Subsidiaries, where the amount involved in an individual litigation does not exceed the materiality
threshold disclosed above, have been disclosed on a consolidated basis.
It is clarified that for the above purposes, pre-litigation notices received by Relevant Parties from third parties (excluding
those notices issued by statutory or regulatory or governmental or taxation authorities), have not been considered as litigation
until such time that the Relevant Parties are not impleaded as a defendant in the litigation proceedings before any judicial/
quasi-judicial or arbitral forum, unless otherwise decided by our Board.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. For this purpose, our
Board has pursuant to the Board resolution dated December 14, 2023, considered and adopted a policy of materiality for
identification of material outstanding dues to creditors. In terms of this materiality policy, outstanding dues to any creditor
of our Company having a monetary value which exceeds 5% of the total trade payables of our Company as per the Restated
Consolidated Financial Information of our Company as of June 30, 2023 disclosed in this Draft Red Herring Prospectus,
shall be considered as ‘material’. Accordingly, as of June 30, 2023, any outstanding dues exceeding ₹520.34 million have
been considered as material outstanding dues for the purposes of disclosure in this section.
For outstanding dues to any micro, small or medium enterprise, the disclosure shall be based on information available with
our Company regarding the status of the creditor as defined under the Micro, Small and Medium Enterprises Development
Act, 2006 as amended, read with the rules and notification thereunder.
339
I. Litigation involving our Company
Litigation against our Company
Material Civil Litigation
Nil
Criminal Litigation
Nil
Actions taken by Regulatory or Statutory Authorities
Nil
Other Matters
1. In the ordinary course of business, our Company and its Material Subsidiary, OET, have been made party to
certain proceedings before various consumer dispute redressal commissions by its customers alleging inter alia
(i) non-delivery of vehicle after payment of full consideration; (ii) cancellation of purchase order and loan
application without consent of customer; (iii) delivery of vehicles that are defective or unable to meet the
advertised standards; (iv) improper servicing of vehicles; and (v) display of erroneous charge levels and break
down of scooters. As on date of this Draft Red Herring Prospectus, there are 189 such matters against us
involving an aggregate amount of ₹44.77 million, to the extent quantifiable. These matters are presently pending
at various stages of adjudication.
In addition to the above-mentioned proceedings which have been instituted before various consumer dispute redressal
commissions, we also receive and redress complaints, from our prospective and existing customers in relation to
sales, fulfilment and service. For further details, including in relation to the mechanism adopted by us to monitor and
resolve the same, please see “Our Business – Redressal of customer concerns and complaints” on page 182.
Litigation by our Company
Material Civil Litigation
Nil
Criminal Litigation
Nil
II. Litigation involving our Promoter
Litigation against our Promoter
Material Civil Litigation
Nil
Criminal Litigation
1. Lahari Recording Company (“Complainant”) has filed a first information report (“FIR”) against our Promoter,
ANI Technologies Private Limited and Ankit Bhati, with Jeevan Bhimanagar Police Station, Bengaluru alleging
infringement of copyright on account of playing songs in the ‘Ola Play’ devices without a valid license. Pursuant
to the settlement agreement dated August 20, 2022, entered into between the Complainant and our Promoter
and ANI Technologies Private Limited, the parties have settled the matter. Our Promoter and ANI Technologies
Private Limited have filed a petition under Section 482 of the Code of Criminal Procedure, 1973, along with a
joint application with the Complainant, before the Karnataka High Court to quash the FIR. The matter is
currently pending.
340
Actions taken by Regulatory or Statutory Authorities
1. The Directorate of Enforcement, Bengaluru Zonal Office (the “Directorate”) issued summons, to our Promoter
under Section 50 of Prevention of Money Laundering Act, 2002 (“PMLA”), which was received on December
2, 2023 inter alia seeking certain information and documents pertaining to copyright license obtained by ANI
from entities who had copyright ownership for downloading and displaying songs of movies; movable and
immovable properties; and details of settlement made with Lahari Recording Company (“Lahari”) pursuant to
FIR registered by Lahari in Jeevan Bhimanagar Police Station, Bengaluru. ANI submitted the information to
the Directorate via its reply dated December 13, 2023. Subsequently, the Directorate has issued a summons
dated December 18, 2023 under Section 50 of PMLA inter alia seeking information pertaining to movable and
immovable properties in the name of ANI; and disputes between ANI and Lahari. Our Promoter is currently in
the process of providing the information sought by the Directorate, in accordance with the timelines prescribed
therein.
Disciplinary action by SEBI or Stock Exchanges in the last five Financial Years
Nil
Litigation by our Promoter
Material Civil Litigation
Nil
Criminal Litigation
1. Our Promoter and ANI Technologies Private Limited (collectively, “Petitioners”), have filed a petition under
Section 482 of the Code of Criminal Procedure, 1973, along with a the joint application with Lahari Recording
Company (“Complainant”) before the Karnataka High Court for quashing the first information report (“FIR”)
filed by the Complainant pursuant to the settlement agreement (“Agreement”) entered into between the
Petitioners and the Complainant. For details, please see “- Litigation involving our Promoter – Litigation
against our Promoter – Criminal Litigation” on page 340. The matter is currently pending.
III. Litigation involving our Subsidiaries
Litigation against our Subsidiaries
Material Civil Litigation
Nil
Criminal Litigation
Nil
Actions taken by Regulatory or Statutory Authorities
Nil
Litigation by our Subsidiaries
Material Civil Litigation
Nil
Criminal Litigation
Nil
341
IV. Litigation involving our Directors
For litigation involving the Chairman and Managing Director of our Company, who is also our Promoter, please see
“- Litigation involving our Promoter” on page 340.
Litigation against our Directors
Material Civil Litigation
Nil
Criminal Litigation
1. Five complaints (collectively, “Complaints”) have been filed by five different complainants (collectively,
“Complainants”) against our Non-Executive Director, Krishnamurthy Venugopala Tenneti, in his capacity as
the non-executive director of Indiana Dairy Specialities Limited (“Indiana”), before the Magistrate Court of
Bombay. The Complaints have been filed for alleged violation of Section 138 of Negotiable Instruments Act,
1881 and the Code of Criminal Procedure, 1973 by Indiana, pursuant to dishonour of cheques issued by it to
the Complainants aggregating to ₹ 10.49 million. The matters are currently pending.
Actions taken by Regulatory or Statutory Authorities
Nil
Litigation by our Directors
Material Civil Litigation
Nil
Criminal Litigation
Nil
V. Litigation involving our Group Companies
Nil
Tax Claims
Except as disclosed below, there are no outstanding litigations involving claims related to direct and indirect taxes
involving our Company, Subsidiaries, Directors and Promoter.
Nature of case Number of cases Amount involved (in ₹
million)#
Litigation involving our Company
Direct Tax 1 Nil
Indirect Tax Nil Nil
Litigation involving our Subsidiaries
Direct Tax Nil Nil
Indirect Tax Nil Nil
Litigation involving our Promoter
Direct Tax Nil Nil
Indirect Tax Nil Nil
Litigation involving our Directors
Direct Tax 1 20.12
Indirect Tax Nil Nil
#
To the extent quantifiable.
342
Outstanding dues to Creditors
As of June 30, 2023, our Company has 437 creditors, and the aggregate outstanding dues to these creditors by our
Company are ₹5,923.99 million. Further, our Company owes an amount of ₹724.47 million to 184 micro, small and
medium enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006.
Details of outstanding dues owed to material creditors, micro, small and medium enterprises and other creditors as
of June 30, 2023 are set out below:
Types of Creditors Number of Creditors Amount involved (in ₹ million)
Micro, Small and Medium Enterprises$ 184 724.47
Material Creditors Nil Nil
Other Creditors 323 5,199.52
Total Outstanding Dues 507 5,923.99
As certified by B.B. & Associates, Chartered Accountants, pursuant to their certificate dated December 22, 2023.
$
As defined under the Micro, Small and Medium Enterprises Development Act, 2006.
As per the policy for identification of material outstanding dues to creditors adopted by our Board pursuant to its
resolution dated December 14, 2023, a creditor of our Company has been considered to be material if the amounts
due to such creditor exceed 5% of the total trade payables of our Company as of June 30, 2023 (i.e., to whom our
Company owes an amount having a monetary value exceeding an amount of ₹520.34 million as of June 30, 2023).
As on June 30, 2023, our Company does not have any Material Creditors in accordance with the policy for
identification of material outstanding dues to creditors.
Material Developments
Other than as stated in “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Significant Developments After June 30, 2023 that May Affect Our Future Results of Operations” on page 333, there
have not arisen, since the date of the last financial statement disclosed in this Draft Red Herring Prospectus, any
circumstances which materially and adversely affect, or are likely to affect, our trading, our profitability or the value
of our assets or our ability to pay our liabilities within the next 12 months.
343
GOVERNMENT AND OTHER APPROVALS
We have set out below the material approvals, consents, licenses, and registrations from various governmental, statutory
and/or regulatory authorities required to be obtained by our Company, our Material Subsidiary and our Subsidiary OCT for
the purpose of undertaking our business activities and operations (“Material Approvals”). In view of the approvals, our
Company, our Material Subsidiary and our Subsidiary OCT can undertake the Offer and business activities, as applicable.
Unless otherwise stated, these approvals or licenses are valid as of the date of this Draft Red Herring Prospectus. Certain
Material Approvals of our Company, our Material Subsidiary and/or our Subsidiary OCT may have lapsed or expired or may
lapse in their normal course and our Company, our Material Subsidiary and/or our Subsidiary OCT have either already made
applications to the appropriate authorities for renewal of such Material Approvals. For further details in connection with
the applicable regulatory and legal framework within which we operate, see “Key Regulations and Policies” beginning on
page 189.
I. Incorporation details
Our Company
(a) Certificate of incorporation dated February 3, 2017, issued to our Company, under the name ‘OLA Electric
Mobility Private Limited’ by the Registrar of Companies, Central Registration Centre.
(b) Fresh certificate of incorporation dated November 17, 2023 issued by the Registrar of Companies consequent
upon the change of our Company’s name from ‘OLA Electric Mobility Private Limited’ to ‘OLA Electric
Mobility Limited’, pursuant to conversion of our Company from a private limited company to a public limited
company.
(c) The CIN of our Company is U74999KA2017PLC099619.
Material Subsidiary
(a) Certificate of incorporation dated January 6, 2021, issued to our Material Subsidiary, under the name ‘Ola
Electric Technologies Private Limited’ by the Registrar of Companies, Central Registration Centre.
(b) The CIN of our Material Subsidiary is U34300KA2021PTC142884.
II. Approvals in relation to the Offer
For details regarding the approvals and authorizations obtained by our Company in relation to the Offer, see “Other
Regulatory and Statutory Disclosures - Authority for the Offer” on page 349.
III. Material Approvals in relation to the business operations
Our Company
For details regarding the material approvals and authorizations obtained by our Company see the sub-heading of
“Certain other Material Approvals of our Company and Material Subsidiary”.
Material Subsidiary
Ola Futurefactory
The material approvals in relation to the manufacturing facility located in Tamil Nadu are set forth below:
(a) License to work a factory issued by the Directorate of Industrial Safety and Health, Government of Tamil
Nadu under the Factories Act, and rules made thereunder.
(b) License to store Petroleum Class B otherwise than in bulk in quantity not exceeding 25,000 litres under the
Petroleum Act, 1934, and rules made thereunder, issued by the District Revenue Officer and Additional
District Magistrate, Krishnagiri.
344
(c) License for proposed Petroleum Class B installation at manufacturing facility, issued by Deputy Chief
Controller of Explosives, for Joint Chief Controller of Explosives, Chennai.
(d) Consent to establish under the Air (Prevention and Control of Pollution) Act, 1981, as amended, and the
rules and orders made thereunder, issued by the Tamil Nadu Pollution Control Board at Chennai.
(e) Consent to establish under the Water (Prevention and Control of Pollution) Act, 1974, as amended, and the
rules and orders made thereunder, issued by the Tamil Nadu Pollution Control Board at Chennai.
(f) Renewal of consent to operate under the Air (Prevention and Control of Pollution) Act, 1981, as amended,
and the rules and orders made thereunder, issued by the Tamil Nadu Pollution Control Board at Chennai.
(g) Renewal of consent to operate under the Water (Prevention and Control of Pollution) Act, 1974, as amended,
and the rules and orders made thereunder, issued by the Tamil Nadu Pollution Control Board at Chennai.
(h) Authorisation for operating a facility for generation, collection, reception, treatment, storage, transport, and
disposal of bio-medical wastes under the Bio-Medical Waste Management Rules, 2016, issued by the Tamil
Nadu Pollution Control Board at Chennai.
(i) Authorisation to the occupiers, recyclers, reprocessors, reusers, user and operators of disposal facilities
under the Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016, issued
by the Tamil Nadu Pollution Control Board at Chennai.
(j) Registration for producer of waste/used battery under the Battery Waste Management Rules, 2022, issued
by the Central Pollution Control Board, Ministry of Environment, Forest, and Climate Change, Government
of India.
(k) No-objection certificate for ground water abstraction issued by the Chief Engineer (State Ground & Surface
Water Resources Data Centre), Water Resource Department, Government of Tamil Nadu.
(l) Renewal of fire license for selling/storing/manufacturing/pressing/processing/transporting of
fireworks/crackers/petroleum items/L.P.G. cylinders/explosives/other items of manufacturing process of
electric two-wheelers under the Tamil Nadu Fire Service Act, 1985, and Tamil Nadu Fire & Rescue Service
Rules, 1990, issued by the District Officer, Fire and Rescue Service, Krishnagiri, Tamil Nadu Fire & Rescue
Service Department.
(m) Approval for commissioning the electrical installations under Regulation 43(5) of the Central Electricity
Authority (Measures relating to Safety and Electric Supply) Regulations, 2010, issued by the Chief
Electrical Inspector to Government, Electrical Inspectorate, Government of Tamil Nadu.
(n) Approval for commissioning the electrical installations under Regulation 43(7) of the Central Electricity
Authority (Measures relating to Safety and Electric Supply) Regulations, 2010, issued by the Chief
Electrical Inspector to Government, Electrical Inspectorate, Government of Tamil Nadu.
(o) Sanction for extension of high-tension electricity supply for a new demand of 5000 KVA at 33 KV level,
issued by the Superintending Engineer, K.E.D.C./Krishnagiri, Tamil Nadu Generation and Distribution
Corporation Limited (TANGEDCO).
(p) Energisation approval for availing a permitted demand of 1665 KVA against the sanctioned demand of 5000
KVA at 33 KV level, issued by the Superintending Engineer, K.E.D.C./Krishnagiri, Tamil Nadu Generation
and Distribution Corporation Limited (TANGEDCO).
Battery Innovation Centre (“BIC”)
The material approvals obtained by our Material Subsidiary in relation to the BIC located at Karnataka are set forth
below:
(a) Consent to establish under the Water (Prevention & Control of Pollution) Act, 1974 and the Air (Prevention
& Control of Pollution) Act, 1981, issued by the Karnataka State Pollution Control Board.
345
(b) Consent for operation under the Water (Prevention & Control of Pollution) Act, 1974, and the Air
(Prevention & Control of Pollution) Act, 1981, issued by the Karnataka State Pollution Control Board.
(c) License for operation of industrial radiography facility under the Atomic Energy Act, 1962, read with the
Atomic Energy (Radiation Protection) Rules, 2004, issued by the Atomic Energy Regulatory Board.
(d) Approval for construction of radiography enclosure under the Atomic Energy Act, 1962, as applicable, read
with the Atomic Energy (Radiation Protection) Rules, 2004, issued by the Atomic Energy Regulatory Board.
(e) Approval of permission to use radiography enclosure under the Atomic Energy Act, 1962, as applicable,
read with the Atomic Energy (Radiation Protection) Rules, 2004, issued by the Atomic Energy Regulatory
Board.
(f) Approval of Radiological Safety Officer under the Atomic Energy Act, 1962, as applicable, read with the
Atomic Energy (Radiation Protection) Rules, 2004, issued by the Atomic Energy Regulatory Board.
(g) Authorisation to the occupiers, recyclers, reprocessors, reusers, user and operators of disposal facilities
under the Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016, issued
by the Karnataka State Pollution Control Board at Bengaluru.
(h) Registration as a commercial establishment under the Karnataka Shops and Commercial Establishments
Act, 1961.
OCT
Gigafactory
The material approvals obtained by Ola Cell Technologies Private Limited in relation to the Gigafactory located at
Tamil Nadu are set forth below:
(a) Consent to establish under the Air (Prevention and Control of Pollution) Act, 1981, from Tamil Nadu
Pollution Control Board.
(b) Consent to establish under the Water (Prevention and Control of Pollution) Act, 1974, from Tamil Nadu
Pollution Control Board.
(c) Certificate of registration of the principal employer/employer issued under the Inter-State Migrant Workmen
(Regulation of Employment and Conditions of Services) Act, 1979, the Building and Other Construction
Workers (Regulation of Employment and Conditions of Service) Act, 1996, and the Contract Labour
(Regulation and Abolition) Act, 1970, and the respective rules made thereunder, as applicable from the
Office of the Joint Director (BOCW), Industrial Safety & Health, Chennai.
(d) Initial approval of factory layout plans under the Factories Act and Tamil Nadu Factories Rules, 1950, issued
by Director (Chief Additional In Charge), Directorate of Industrial Safety and Health, Chennai.
(e) Planning Permission NOC issued by Director, Tamil Nadu Fire and Rescue Services Department.
IV. Labour and Employment-related approvals of our Company and Material Subsidiary
Our Company
(a) Registrations under various employee and labour-related laws including the Employees’ Provident Funds
and Miscellaneous Provisions Act, 1952, and the Employees State Insurance Act, 1948.
(b) Registrations of establishments for Registered Office and Corporate Office under the Karnataka Shops and
Commercial Establishments Act, 1961.
346
Material Subsidiary
(a) Registrations under various employee and labour-related laws including the Employees’ Provident Funds
and Miscellaneous Provisions Act, 1952, and the Employees State Insurance Act, 1948.
(b) Registrations of establishments for registered and corporate offices under the Karnataka Shops and
Commercial Establishments Act, 1961.
(c) Registration for the Futurefactory under the Contract Labour (Regulation and Abolition) Act, 1970, issued
by the Registering Officer of the Joint Director of Industrial Safety and Health at Hosur, Directorate of
Industrial Safety and Health, Government of Tamil Nadu.
V. Tax-related approvals of our Company and Material Subsidiary
Our Company
(a) Permanent account number AACCO4289J, issued by the Income Tax Department, Government of India.
(b) Tax deduction account number BLRO05393D, issued by the Income Tax Department, Government of India.
(c) Goods and services tax registrations under various central and state goods and services tax legislations.
(d) Certificate of registration as an employer issued under the Karnataka Tax on Professions, Trades, Callings
and Employments Act, 1976.
Material Subsidiary
(a) Permanent account number AADCO3578R, issued by the Income Tax Department, Government of India.
(b) Tax deduction account number BLRO06927E, issued by the Income Tax Department, Government of India.
(c) Goods and services tax registrations under various central and state goods and services tax legislations.
(d) Certificate of registration as an employer issued under the Karnataka Tax on Professions, Trades, Callings
and Employments Act, 1976.
VI. Certain other Material Approvals of our Company and Material Subsidiary
(a) The Importer-Exporter Code of our Company is AACCO4289J dated April 1, 2019, issued by the Office of
the Additional Director General of Foreign Trade at Bengaluru, Ministry of Commerce and Industry,
Government of India.
(b) The Importer-Exporter Code of our Material Subsidiary is AADCO3578R dated February 9, 2021, issued
by the Office of the Additional Director General of Foreign Trade at Chennai, Ministry of Commerce and
Industry, Government of India.
(c) Certificates for compliance to the Central Motor Vehicles Rules, 1989, applicable as on date of respective
certificate, issued by the Automotive Research Association of India (“ARAI”), Research Institution of the
Automotive Industry with the Ministry of Heavy Industries, Government of India for the base model of
OLA S1 Air.
(d) Certificate for compliance to the Central Motor Vehicles Rules, 1989, applicable as on date of the respective
certificate, issued by the International Centre for Automotive Technology, a division of NATRiP
Implementation Society (NATIS), Government of India for the base model of Ola S1 Pro (Gen2) and Ola
S1 X+.
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VII. Material Approvals applied for but not received
(a) Application dated May 9, 2023 by our Subsidiary, OCT, for a provisional fire no objection certificate to the
Director, Tamil Nadu Fire & Rescue Services, for our Ola Gigafactory.
(b) Application by our Material Subsidiary, for construction of an industrial building for manufacture of two
wheelers to the Office of the Deputy Director, District Town & Country Planning for our Ola Futurefactory.
VIII. Material Approvals expired and renewal yet to be applied for
Nil
IX. Material Approvals required but not obtained or applied for
Nil
X. Intellectual Property-related Approvals
For details on our intellectual property, see “Our Business” beginning on page 153.
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OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Offer has been authorised by resolutions passed by our Board of Directors at their meeting held on December 7, 2023
and December 22, 2023, respectively, and by a resolution passed by our Shareholders at their meeting held on December 8,
2023.
Further, our Board has taken on record the Offer for Sale by each of the Selling Shareholders pursuant to its resolution dated
December 22, 2023.
This Draft Red Herring Prospectus has been approved pursuant to a resolution passed by our Board on December 22, 2023.
Each of the Selling Shareholders has, severally and not jointly, confirmed its participation in the Offer for Sale in relation to
its respective portion of Offered Shares. For details, see “The Offer” beginning on page 64.
Each of the Selling Shareholders, severally and not jointly, confirms that its respective portion of the Offered Shares is eligible
to be offered for sale in the Offer in accordance with Regulation 8 and Regulation 8A of the SEBI ICDR Regulations, to the
extent applicable to it, as on the date of this Draft Red Herring Prospectus.
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to their
letters dated [●] and [●], respectively.
Prohibition by SEBI, RBI or other Governmental Authorities
Our Company, Promoter, Promoter Group, Directors and each of the Selling Shareholders are not prohibited from accessing
the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or
any securities market regulator in any other jurisdiction or any other authority/court.
Our Directors and Promoter are not directors or promoters of any other company which has been debarred from accessing the
capital markets by SEBI.
Our Company, Promoter and Directors have not been declared as Wilful Defaulters or Fraudulent Borrowers by any bank or
financial institution or consortium thereof in accordance with the guidelines on Wilful Defaulters or Fraudulent Borrowers
issued by the RBI.
Our Promoter or Directors have not been declared as Fugitive Economic Offenders.
All the Equity Shares are fully paid up and there are no partly paid up Equity Shares as on the date of filing of this Draft Red
Herring Prospectus.
Directors associated with the Securities Market
None of our Directors are associated with the securities market, in any manner and there have been no outstanding actions
initiated by SEBI against our Directors, who have been associated with entities in the securities market, in the five years
preceding the date of this Draft Red Herring Prospectus.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018
Our Company, Promoter and members of the Promoter Group and each of the Selling Shareholders severally and not jointly,
confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable,
as on the date of this Draft Red Herring Prospectus.
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with Regulation 6(2) of the SEBI ICDR Regulations, which states as
follows:
“An issuer not satisfying the condition stipulated in sub-regulation (1) of the SEBI ICDR Regulations shall be eligible to make
an initial public offer only if the issue is made through the book-building process and the issuer undertakes to allot at least
seventy-five per cent of the net offer to qualified institutional buyers and to refund the full subscription money if it fails to do
so.”
349
We are an unlisted company that does not satisfy the conditions specified in Regulation 6(1) of the SEBI ICDR Regulations
and are therefore required to meet the conditions detailed in Regulation 6(2) of the SEBI ICDR Regulations.
We are therefore required to allot not less than 75% of the Offer to QIBs to meet the conditions as detailed under Regulation
6(2) of the SEBI ICDR Regulations. Provided that in accordance with Regulation 40(3) of the SEBI ICDR Regulations, the
QIB Portion will not be underwritten by the Underwriters, pursuant to the Underwriting Agreement. Further, not more than
15% of the Offer shall be available for allocation to NIBs of which one-third of the Non-Institutional Category shall be
available for allocation to Bidders with an application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the
Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹1,000,000
provided that under-subscription in either of these two sub-categories of the Non-Institutional Category may be allocated to
Bidders in the other sub-category of Non-Institutional Category in accordance with the SEBI ICDR Regulations, subject to
valid Bids being received at or above the Offer Price. Further, not more than 10% of the Offer shall be available for allocation
to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. In
the event we fail to do so, the full application monies shall be refunded to the Bidders, in accordance with the SEBI ICDR
Regulations.
Our Company shall not make an Allotment if the number of prospective Allottees is less than 1,000 in accordance with
Regulation 49(1) of the SEBI ICDR Regulations and other applicable law. Further, our Company confirms that it is not
ineligible to make the Offer in terms of Regulation 5 of the SEBI ICDR Regulations, to the extent applicable. Our Company
is in compliance with the conditions specified in Regulations 5 and 7(1), to the extent applicable, of the SEBI ICDR
Regulations and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations, to
the extent applicable.
The status of compliance of our Company with the conditions as specified under Regulations 5 and 7(1) of the SEBI ICDR
Regulations are as follows:
(i) Our Company, our Promoter, members of the Promoter Group, each of the Selling Shareholders and our Directors
are not debarred from accessing the capital markets by SEBI;
(ii) The companies with which our Promoter or Directors are associated as a promoter or director are not debarred from
accessing the capital markets by SEBI;
(iii) None of our Company, our Promoter or Directors is a Wilful Defaulter or Fraudulent Borrower;
(iv) None of our Promoter or Directors have been declared as a Fugitive Economic Offender;
(v) Except employee stock options granted pursuant to the ESOP Scheme and conversion of CCPS into Equity Shares
prior to the filing of the Red Herring Prospectus with the RoC, there are no outstanding convertible securities of our
Company or any other right which would entitle any person with any option to receive Equity Shares of our Company
as on the date of filing of this Draft Red Herring Prospectus;
(vi) Our Company along with Registrar to the Offer has entered into tripartite agreements dated May 31, 2022 and
effective as of May 20, 2022, with NSDL and CDSL, respectively, for dematerialisation of the Equity Shares;
(vii) The Equity Shares of our Company held by our Promoter are in dematerialised form;
(viii) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this
Draft Red Herring Prospectus.
(ix) There are no requirements to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR
Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the amount to
be raised through the Fresh Issue.
Our Company confirms that it is also in compliance with the other conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING
PROSPECTUS TO SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) SHOULD NOT, IN ANY WAY,
BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES
NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
350
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING PROSPECTUS. THE
BOOK RUNNING LEAD MANAGERS, BEING KOTAK MAHINDRA CAPITAL COMPANY LIMITED,
CITIGROUP GLOBAL MARKETS INDIA PRIVATE LIMITED, BOFA SECURITIES INDIA LIMITED,
GOLDMAN SACHS (INDIA) SECURITIES PRIVATE LIMITED, AXIS CAPITAL LIMITED, ICICI SECURITIES
LIMITED, SBI CAPITAL MARKETS LIMITED AND BOB CAPITAL MARKETS LIMITED (“BRLMS”), HAVE
CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI ICDR REGULATIONS. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN
INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BRLMS ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITIES
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMS HAVE FURNISHED TO
SEBI, A DUE DILIGENCE CERTIFICATE DATED DECEMBER 22, 2023 IN THE FORMAT PRESCRIBED
UNDER SCHEDULE V (A) OF THE SEBI ICDR REGULATIONS.
THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, OR FROM THE REQUIREMENT
OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME,
WITH THE BRLMS, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS.
Disclaimer from our Company, the Directors, the Selling Shareholders and BRLMs
Our Company, each of the Selling Shareholders, our Directors and the BRLMs accept no responsibility for statements made
otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our instance
and anyone placing reliance on any other source of information, including our Company’s website www.olaelectric.com, or
the respective websites of our Promoter, Promoter Group or any affiliate of our Company would be doing so at their own risk.
It is clarified that each of the Selling Shareholders, its respective directors, affiliates, partners, trustees, associates, and officers
accept no responsibility for any statements made or undertakings provided in this Draft Red Herring Prospectus other than
those specifically made or confirmed by such Selling Shareholder in relation to itself as a Selling Shareholder and its respective
proportion of the Offered Shares.
The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement, and as will be provided
for in the Underwriting Agreement.
All information, to the extent required in relation to the Offer, shall be made available by our Company, each of the Selling
Shareholders, severally and not jointly (to the extent the information pertains to such Selling Shareholder and its respective
portion of Offered Shares), and the BRLMs to the Bidders and the public at large and no selective or additional information
would be made available for a section of the investors in any manner whatsoever, including at road show presentations, in
research or sales reports, at the Bidding Centres or elsewhere.
Bidders will be required to confirm and will be deemed to have represented to our Company, each of the Selling Shareholders,
the Underwriters and their respective directors, officers, agents, affiliates, trustees and representatives that they are eligible
under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell,
pledge or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines
and approvals to acquire the Equity Shares. Our Company, each of the Selling Shareholders, the Underwriters and each of
their respective directors, officers, agents, affiliates, trustees and representatives accept no responsibility or liability for
advising any investor on whether such investor is eligible to acquire the Equity Shares.
The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in transactions
with, and perform services for, our Company, each of the Selling Shareholders and our Group Companies, and their respective
directors and officers, partners, trustees, affiliates, associates or third parties in the ordinary course of business and have
engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company, the
Selling Shareholders and our Group Companies, and each of their respective directors and officers, partners, trustees,
affiliates, associates or third parties, for which they have received, and may in the future receive, compensation.
351
Disclaimer in respect of jurisdiction
The Offer is being made in India to persons resident in India (who are competent to contract under the Indian Contract Act,
1872, including Indian nationals resident in India, HUFs, companies, other corporate bodies and societies registered under the
applicable laws in India and authorised to invest in shares, domestic Mutual Funds, Indian financial institutions, commercial
banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are
authorised under their constitution to hold and invest in equity shares, state industrial development corporations, public
financial institutions under Section 2(72) of the Companies Act, insurance companies registered with IRDAI, provident funds
with minimum corpus of ₹250 million (subject to applicable law) and pension funds with minimum corpus of ₹250 million
registered with the Pension Fund Regulatory and Development Authority established under section 3(1) of the Pension Fund
Regulatory and Development Authority Act, 2013, National Investment Fund, insurance funds set up and managed by army,
navy or air force of Union of India, insurance funds set up and managed by the Department of Posts, GoI, Systemically
Important NBFCs registered with the RBI and registered multilateral and bilateral development financial institutions) and
permitted Non-Residents including FPIs and Eligible NRIs and AIFs that they are eligible under all applicable laws and
regulations to purchase the Equity Shares.
This Draft Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe to Equity Shares offered
hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person
into whose possession this Draft Red Herring Prospectus comes is required to inform him or herself about, and to observe,
any such restrictions. Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in
Bengaluru, India only. This Draft Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the
Equity Shares in the Offer in any jurisdiction, including India. No action has been, or will be, taken to permit a public offering
in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been
filed with the SEBI for its observations. Accordingly, the Equity Shares represented thereby may not be issued, directly or
indirectly, and the Red Herring Prospectus may not be distributed in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any offer or sale
hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our Company
or any of the Selling Shareholders since the date of this Draft Red Herring Prospectus or that the information contained herein
is correct as at any time subsequent to this date. Invitations to subscribe to or purchase the Equity Shares in the Offer will be
made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the
Offer, which comprises the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is
outside India.
No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary
offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India.
Eligibility and Transfer Restrictions
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
other applicable law of the United States and, unless so registered, may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (i) within
the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A
under the U.S. Securities Act and referred to in this Draft Red Herring Prospectus as “U.S. QIBs”, for the avoidance
of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian
regulations and referred to in this Draft Red Herring Prospectus as “QIBs”) in transaction exempt from the
registration requirements of the U.S. Securities Act, and (ii) outside the United States in offshore transactions as
defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction
where those offers and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction except in
compliance with the applicable laws of such jurisdiction.
Until the expiry of 40 days after the commencement of the Offer, an offer or sale of Equity Shares within the United
States by a dealer (whether or not it is participating in the Offer) may violate the registration requirements of the U.S.
Securities Act unless made pursuant to Rule 144A or another available exemption from the registration requirements
of the U.S. Securities Act and in accordance with applicable state securities laws in the United States.
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Eligible Investors
The Equity Shares are being offered:
(i) in the United States to investors that are U.S. QIBs in transactions exempt from or not subject to the registration
requirements of the U.S. Securities Act; and
(ii) outside the United States in “offshore transactions” as defined in, and in reliance on, Regulation S under the U.S.
Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.
Equity Shares Offered Pursuant to the Offer Within the United States
Each purchaser that is acquiring the Equity Shares offered pursuant to the Offer within the United States, by its acceptance of
this Draft Red Herring Prospectus and of the Equity Shares, will be deemed to have acknowledged, represented and warranted
to and agreed with our Company and the Book Running Lead Managers that it has received a copy of this Draft Red Herring
Prospectus and such other information as it deems necessary to make an informed investment decision and that:
1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Offer in
compliance with all applicable laws and regulations;
2. the purchaser acknowledges that the Equity Shares offered pursuant to the Offer have not been and will not be
registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction
of the United States and accordingly, unless so registered, may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act;
3. the purchaser (i) is a U.S. QIB, (ii) is aware that the sale to it is being made in a transaction exempt from or not
subject to the registration requirements of the U.S. Securities Act, and (iii) is acquiring such Equity Shares for its
own account or for the account of one or more U.S. QIBs with respect to which it exercises sole investment discretion;
4. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;
5. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any
economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged or
otherwise transferred, only (A) (i) to a person whom the beneficial owner and/or any person acting on its behalf
reasonably believes is a U.S. QIB in a transaction meeting the requirements of Rule 144A under the U.S. Securities
Act, or (ii) in an “offshore transaction” complying with Rule 903 or Rule 904 of Regulation S under the U.S.
Securities Act; and (B) in accordance with all applicable laws, including the state securities laws in the United States.
The purchaser understands that the transfer restrictions will remain in effect until our Company determines, in its
sole discretion, to remove them;
6. the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and
no representation is made as to the availability of the exemption provided by Rule 144 under the U.S. Securities Act
for resales of any such Equity Shares;
7. the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt facility
established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt facility, so long
as such Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act;
8. the purchaser agrees that neither the purchaser, nor any of its affiliates (as defined in Rule 405 of the U.S. Securities
Act), nor any person acting on behalf of the purchaser or any of its affiliates (as defined in Rule 405 of the U.S.
Securities Act), will make any “directed selling efforts” (as that term is defined in Regulation S under the U.S.
Securities Act) in the United States with respect to the Equity Shares or any form of “general solicitation” or “general
advertising” (as defined in Regulation D under the U.S. Securities Act) in connection with any offer or sale of the
Equity Shares;
9. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our Company
determines otherwise in accordance with applicable law, will bear a legend substantially to the following effect:
“THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
353
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, OR SOLD WITHIN THE
UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND
ACCORDINGLY, THE EQUITY SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED (1) WITHIN THE UNITED STATES, SOLELY TO A PERSON WHOM THE SELLER
OR ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES
ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE U.S.
SECURITIES ACT OR ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (2) OUTSIDE THE UNITED
STATES IN AN “OFFSHORE TRANSACTION” AS DEFINED IN AND IN COMPLIANCE WITH
REGULATION S UNDER THE U.S. SECURITIES ACT, AND THE APPLICABLE LAWS OF THE
JURISDICTIONS WHERE THOSE OFFERS AND SALES OCCUR.”
10. our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other than in
compliance with the above-stated restrictions; and
11. the purchaser acknowledges that our Company, each of the Selling Shareholders, the Book Running Lead Managers,
their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that, if any of such acknowledgements, representations and agreements
deemed to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly
notify our Company, each of the Selling Shareholders and the Book Running Lead Managers, and if it is acquiring
any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment
discretion with respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account.
All Other Equity Shares Offered and Sold in the Offer
Each purchaser that is acquiring the Equity Shares offered pursuant to the Offer outside the United States, by its acceptance
of this Draft Red Herring Prospectus and of the Equity Shares offered pursuant to the Offer, will be deemed to have
acknowledged, represented and warranted to and agreed with our Company, each of the Selling Shareholders and the Book
Running Lead Managers that it has received a copy of this Draft Red Herring Prospectus and such other information as it
deems necessary to make an informed investment decision and that:
1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Offer in
compliance with all applicable laws and regulations;
2. the purchaser acknowledges that the Equity Shares offered pursuant to the Offer have not been and will not be
registered under the U.S. Securities Act or with any securities regulatory authority of any state of or other jurisdiction
of the United States and accordingly, may not be offered, resold, pledged or transferred within the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act;
3. the purchaser is purchasing the Equity Shares offered pursuant to the Offer in an offshore transaction meeting the
requirements of Rule 903 of Regulation S under the U.S. Securities Act;
4. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares offered
pursuant to the Offer, was located outside the United States at the time (i) the offer for such Equity Shares was made
to it and (ii) when the buy order for such Equity Shares was originated and continues to be located outside the United
States and has not purchased such Equity Shares for the account or benefit of any person in the United States or
entered into any arrangement for the transfer of such Equity Shares or any economic interest therein to any person
in the United States;
5. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;
6. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any
economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged or
otherwise transferred only (A) (i) to a person whom the beneficial owner and/or any person acting on its behalf
reasonably believes is a U.S. QIB in a transaction meeting the requirements of Rule 144A, or (ii) in an offshore
transaction complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act and (B) in accordance
with all applicable laws, including the securities laws of the States of the United States. The purchaser understands
354
that the transfer restrictions will remain in effect until our Company determines, in its sole discretion, to remove
them;
7. neither the purchaser nor any of its affiliates, nor any person acting on behalf of the purchaser or any of its affiliates,
is acquiring the Equity Shares as a result of any “directed selling efforts” as defined in Regulation S under the U.S.
Securities Act in the United States with respect to the Equity Shares;
8. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our Company
determine otherwise in accordance with applicable law, will bear a legend substantially to the following effect:
“THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER OR ANY PERSON
ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) IN AN
OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE U.S. SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.”
9. our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other than in
compliance with the above-stated restrictions; and
10. the purchaser acknowledges that our Company, each of the Selling Shareholders, the Book Running Lead Managers,
their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that, if any of such acknowledgements, representations and agreements
deemed to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly
notify our Company, each of the Selling Shareholders and the Book Running Lead Managers, and if it is acquiring
any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment
discretion with respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number of
Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the
Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein,
including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any
similar security, other than in accordance with applicable laws.
Disclaimer Clause of BSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as intimated by
BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and
the Prospectus prior to the RoC filing.
Disclaimer Clause of NSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as intimated by
NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus
and the Prospectus prior to the RoC filing.
Listing
The Equity Shares offered through the Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and NSE.
Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity Shares. [●]
will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring
Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working
355
Days from the Bid/Offer Closing Date or such other time as prescribed by SEBI. If our Company does not Allot Equity Shares
pursuant to the Offer within such timeline as prescribed by SEBI, it shall repay without interest all monies received from
Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period or
such other rate prescribed by SEBI.
Each of the Selling Shareholders, severally and not jointly, confirms that they shall provide such reasonable support and
cooperation as may be requested by our Company and the BRLMs, to the extent such support and cooperation is required
from such Selling Shareholder in relation to its respective portion of the Offered Shares to facilitate the process of listing and
commencement of trading of the Equity Shares on the Stock Exchanges within three Working Days from the Bid/Offer
Closing Date or such other time as prescribed by SEBI.
Consents
Consents in writing of each of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, legal
counsel to our Company as to Indian law, Bankers to our Company, the BRLMs, Registrar to the Offer, Redseer, Statutory
Auditors and consents in writing of the Syndicate Members, Escrow Collection Bank(s)/ Refund Bank(s)/ Public Offer
Account/ Sponsor Bank(s) and the Monitoring Agency to act in their respective capacities, will be obtained and filed along
with a copy of the Red Herring Prospectus with the RoC as required under the Companies Act and such consents shall not be
withdrawn up to the time of delivery of the Red Herring Prospectus for filing with the RoC.
Experts to the Offer
Except as disclosed below, our Company has not obtained any expert opinions:
Our Company has received a written consent dated December 22, 2023 from our Statutory Auditor, namely, B S R & Co.
LLP, Chartered Accountants, holding a valid peer review certificate from the ICAI, to include their names as required under
section 26 (5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as
an “expert” as defined under section 2(38) of the Companies Act, 2013 (and not as defined under the U.S. Securities Act) to
the extent and in their capacity as our Statutory Auditor, and in respect of their (a) examination report dated December 14,
2023, on the Restated Consolidated Financial Information, (b) report dated December 22, 2023 on the statement of possible
special tax benefits available to our Company, its Shareholders and its Material Subsidiary, included in this Draft Red Herring
Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
Our Company has received written consent dated December 22, 2023 from B.B. & Associates, Chartered Accountants,
holding a valid peer review certificate from the ICAI, to include their name as required under Section 26(5) of the Companies
Act read with SEBI ICDR Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38)
of Companies Act in respect of the certificates issued by them in their capacity as an independent chartered accountant to our
Company, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
Our Company has received written consent dated December 22, 2023, from the independent chartered engineer, namely M/s
RBSA Advisors LLP (registration number: M-145539-1), to include their name in this Draft Red Herring Prospectus and as
an “expert” as defined under Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as a chartered
engineer, in relation to their certificate dated December 22, 2023, certifying the production capacity and extent of utilization
of the manufacturing facilities of our Company and its Subsidiaries along with certain other information (such as accumulated
kilometers of road tests, aggregate distance driven across Ola E2Ws, details of automated robots, information pertaining to
software updates, and model specifications of the Ola vehicles) included under “Our Business” beginning on page 153, and
such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
Our Company has also received written consent dated December 22, 2023, from Lakshmikumaran and Sridharan, as
intellectual property consultant to include their name in this Draft Red Herring Prospectus and as an “expert” as defined under
Section 2(38) of the Companies Act, 2013, in respect of their certificates each dated December 22, 2023, in relation to the (i)
patent, design and trademark registrations and applications filed by our Company and the Subsidiaries in India (ii) registered
patents, designs and trademarks, and applications filed for patents, designs and trademarks outside India pertaining to our
Company and the Subsidiaries incorporated in and outside India, and such consent has not been withdrawn as on the date of
this Draft Red Herring Prospectus.
Particulars regarding public or rights issues during the last five years
Other than as disclosed in “Capital Structure” beginning on page 79, our Company has not made any rights issue of Equity
Shares during the five years immediately preceding the date of this Draft Red Herring Prospectus.
356
Further, our Company has not made any public issue of Equity Shares during the five years immediately preceding the date
of this Draft Red Herring Prospectus.
Particulars regarding capital issues by our Company and its listed subsidiaries, group companies, associate entities
during the last three years
Other than as disclosed in “Capital Structure” beginning on page 79, our Company has not made any capital issues during
the three years preceding the date of this Draft Red Herring Prospectus.
Our Company does not have any listed group company or any listed subsidiary. Our Company does not have any associate
companies.
Commission and Brokerage paid on previous issues of the Equity Shares in the last five years
Since this is the initial public offer of Equity Shares, no sum has been paid or has been payable as commission or brokerage
for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the last five years preceding
the date of this Draft Red Herring Prospectus.
Performance vis-à-vis objects – Public/rights issue of our Company
Our Company has not made any public/rights issue (as defined in the SEBI ICDR Regulations) during the last five years
preceding the date of this Draft Red Herring Prospectus.
Performance vis-à-vis objects – Public/rights issue of the listed subsidiaries and promoter
None of our Subsidiaries is listed on any stock exchanges. Further, our Company does not have a corporate promoter.
357
Price information of past issues handled by the BRLMs
I. Kotak Mahindra Capital Company Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Kotak:
Sr. No. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
(₹ Mn.) Price (₹) Price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
Listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar days
Date calendar days from listing calendar days from listing from listing
1. India Shelter Finance 12,000.00 493 December 20, 620.00 Not Applicable Not Applicable
Not Applicable
Corporation Limited 2023
2. Honasa Consumer 17,014.40 324(1) November 7, 330.00 Not Applicable Not Applicable
+17.58%, [7.89%]
Limited 2023
3. Cello World Limited 19,000 648(2) November 6, 829.00 Not Applicable Not Applicable
+21.92%, [7.44%]
2023
4. Blue Jet Healthcare 8,402.67 346 November 1, 380.00 +4.08%, [6.02%] Not Applicable Not Applicable
Limited 2023
5. JSW Infrastructure 2,800.00 119 October 3, 2023 143.00 +41.34%, [-2.93%] Not Applicable Not Applicable
Limited
6. Signatureglobal (India) 7,300.00 385 September 27, 444.00 +35.79.%, [-4.36%] Not Applicable Not Applicable
Limited 2023
7. SAMHI Hotels Limited 13,701.00 126 September 22, 130.55 +15.16.%, [-0.93%] + 27.94%, [+ 6.81%] Not Applicable
2023
8. Concord Biotech Limited 15,505.21 741(3) August 18, 900.05 +36.82.%, [+4.57%] + 83.91%, [+ 1.89%] Not Applicable
2023
9. SBFC Finance Limited 10,250.00 57(4) August 16, 82.00 +51.75.%, [+3.28%] +61.14%, [-0.11%] Not Applicable
2023
10. Utkarsh Small Finance 5,000.00 25 July 21, 2023 40.00 +92.80%, [-2.20%] +119.00%, [-0.37%] Not Applicable
Bank Limited
Source: www.nseindia.com; www.bseindia.com
Notes:
1. In Honasa Consumer Limited, the issue price to eligible employees was ₹ 294 after a discount of ₹ 30 per equity share
2. In Cello World Limited, the issue price to eligible employees was ₹ 587 after a discount of ₹ 61 per equity share
3. In Concord Biotech Limited, the issue price to eligible employees was ₹ 671 after a discount of ₹ 70 per equity share
4. In SBFC Finance Limited, the issue price to eligible employees was ₹ 55 after a discount of ₹ 2 per equity share
5. In the event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.
6. The 30th, 90th, 180th calendar days from listed day have been taken as listing day plus 29, 89 and 179 calendar days.
7. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information.
8. Restricted to last 10 equity initial public issues.
358
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Kotak:
Financial Total no. Total amount No. of IPOs trading at discount No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year of IPOs of funds raised - 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
(₹ Mn.) Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2023-24 11 179,436.83 - - - 2 4 4 - - - 1 - -
2022-23 10 367,209.37 - 1 2 - 3 4 - 2 1 2 3 2
2021-22 19 624,047.99 - - 5 5 5 4 1 4 2 8 2 2
Notes:
1. The information is as on the date of this Draft Red Herring Prospectus.
2. The information for each of the financial years is based on issues listed during such financial year.
359
II. Citigroup Global Markets India Private Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Citi:
Sr. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ Mn.) Price (₹) Price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
Listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar days
Date calendar days from listing calendar days from listing from listing
1. India Shelter Finance 12,000.00 493.00 December 20, 620.00 NA NA NA
Corporation Ltd 2023
2. Tata Technologies Limited 30,425.14 500.00 November 30, 1,199.95 NA NA NA
2023
3. Honasa Consumer Limited 17,014.40 324.00 November 7, 330.00 +17.58% [+7.89%] NA NA
2023
4. R R Kabel Limited 19,640.10 1,035.00 September 20, 1,179.00 +34.45% [-1.75%] +64.83% [+6.94%] NA
2023
5. Concord Biotech Limited 15,505.21 741.00 August 18, 900.05 +36.82% [+4.57%] +83.91% [+1.89%] NA
2023
6. Delhivery Limited 52,350.0 487.00 May 24, 2022 495.20 +3.49% [-4.41%] +17.00% [+10.13%] -27.99% [+13.53%]
7. Life Insurance Corporation of 205,572.3 949.00 May 17, 2022 872.00 -27.2% [-3.3%] -28.1% [+9.5%] -33.8%[+13.8%]
India
8. Star Health and Allied 64,004.39 900.00 December 10, 845.00 -14.78%[+1.96%] -29.79%[-6.66%] -22.21%[-6.25%]
Insurance Company Limited 2021
9. One 97 Communications 183,000.00 2,150.00 November 18, 1,955.00 -38.5%[-4.4%] -60.40%[-2.5%] -72.5%[-11.2%]
Limited 2021
10. PB Fintech Limited 57,097.15 980.00 November 15, 1,150.00 14.86%[-4.17%] -20.52%[-4.06%] -33.86%[-12.85%]
2021
Notes:
1. Benchmark index basis designated stock exchange.
2. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs. Issue Price. % change in closing benchmark index is calculated based on closing index on listing
day vs. closing index on 30th / 90th / 180th calendar day from listing day.
3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case closing
price on designated stock exchange of a trading day immediately prior to the 30th / 90th / 180th day, is considered.
4. Limited to past 10 issues
360
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Citi:
Financial Total no. Total amount No. of –POs trading at discount No. of–IPOs trading at premium No. of –POs trading at discount - No. of–IPOs trading at premium
Year of IPOs of funds raised - 30th calendar days from listing - 30th calendar days from listing 180th calendar days from listing - 180th calendar days from listing
(₹ Mn.) Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2023-24 5 94,584.85 - - - - 2 1 - - - - - -
2022-23 2 257,922.30 - 1 - - - 1 - 2 - - - -
2021-22 8 5,36,816.99 - 1 4 2 - 1 2 2 1 1 1 1
Source: www.nseindia.com
Notes:
1. The information is as on the date of the document.
2. The information for each of the Financial Years is based on issues listed during such Financial Year.
3. Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
361
III. BofA Securities India Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by BofA Securities:
Sr. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ Mn.) Price (₹) Price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
Listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar days
Date calendar days from listing calendar days from listing from listing
1. Tata Technologies Limited 30,425.14 500.00 November 30, 1,200.00 NA NA NA
2023
2. Delhivery Limited 52,350.00 487.00(8) May 24, 2022 493.00 +3.49%[-4.41%] +17.00%,[+10.13%] -7.99%,[+13.53%]
3. Life Insurance Corporation of 205,572.31 949.00(9) May 17, 2022 867.20 -27.24%,[-3.27%] -8.12%,[+9.47%] +33.82%, [+13.76%]
India
4. Campus Activewear Limited 13,996.00 292.00(10) May 9, 2022 360.00 +11.92%, [+0.70%] +41.71%, [+6.72%] +91.04%, [+11.14%]
5. Adani Wilmar Limited 36,000.00 230 February 8, 227.00 +48.00%, [-5.34%] +180.96%, [-4.95%] +193.26%, [+0.76%]
2022
6. Star Health And Allied 64,004.39 900 December 10, 845.00 -14.78%, [1.72%] -29.79%, [-6.66%] -22.21%, [-6.25%]
Insurance Company Limited 2021
7. Sapphire Foods India Limited 20,732.53 1,180.00 November 18, 1350.00 +3.69%, [-4.39%] +20.78%[-2.32%] -7.85% [-10.82%]
2021
8. FSN E-Commerce Ventures 53,497.24 1,125.00 November 10, 2018.00 +92.31%, [-2.78%] +68.46%, [-4.46%] +36.80%, [-8.91%]
Limited 2021
9. Aditya Birla Sun Life AMC 27,682.56 712 October 11, 715.00 -11.36% [+0.55%] -23.85% [-0.74%] -25.65%, [-0.90%]
Limited 2021
10. Glenmark Life Sciences 15,136.00 720 August 6, 2021 751.10 -6.38%, [+7.10%] -2.94%, [+10.12%] -20.67%, [+8.45%]
Limited
Source: www.nseindia.com; www.bseindia.com
Notes:
1. Equity public issues in last 3 financial years considered.
2. Opening price information as disclosed on the website of NSE.
3. Designated Stock Exchange as disclosed by the respective issuer at the time of the issue considered as benchmark index and for disclosing the price information.
4. In case 30th day, 90th day or 180th day is not a trading day, closing price on NSE of previous trading day is considered.
5. 30th listing day has been taken as listing date plus 29 calendar days.
6. 90th listing day has been taken as listing date plus 89 calendar days.
7. 180th listing day has been taken as listing date plus 179 calendar days.
8. In Delhivery Limited, the issue price to eligible employees was ₹ 462 after a discount of ₹ 25 per equity share.
9. In Life Insurance Corporation of India, the issue price to retail investors and eligible employees was ₹ 904 after a discount of ₹ 45 per equity share and the issue price to eligible policyholders was ₹ 889 after a discount
of ₹ 60 per equity share.
10. In Campus Activewear Limited, the issue price to eligible employees was ₹ 265 after a discount of ₹ 27 per equity share.
11. Above list is restricted to last 10 equity initial public issues.
362
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by BofA
Securities:
Financial Total no. Total amount No. of IPOs trading at discount No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year of IPOs of funds raised - 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
(₹ Mn.) Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2023-24 1 30,425.14 - - - - - - - - - - - -
2022-23 3 271,918.31 - 1 - - - 2 - 1 - 1 1 -
2021-22 7 310,802.72 - - 3 2 1 1 - 3 1 2 1 -
Source: www.nseindia.com
Notes:
1. The information is as on the date of the document.
2. Based on date of listing.
3. Wherever 30th and 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.
4. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information and benchmark index.
363
IV. Goldman Sachs (India) Securities Private Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Goldman Sachs:
Sr. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ Mn.) Price (₹) Price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
Listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar days
Date calendar days from listing calendar days from listing from listing
1. Glenmark Life Sciences 15,136.00 720 August 6, 2021 750.0 -6.40% / [6.68]% -12.85% / [9.80%] -20.65% / [8.24%]
Limited
2. One97 Communications 183,000.00 2,150 November 18, 1,950.00 -38.56% / [-4.39]% -60.40% / [-2.32%] -72.49% / [-10.82%]
Limited 2021
3. Life Insurance Corporation of 205,572.31 9491 May 17, 2022 872.00 -27.28% / [-3.49]% -28.09%/[8.85%] -33.86%/[12.86%]
India
Source: www.nseindia.com; www.bseindia.com
Notes:
1. Discount of ₹ 45 per equity share offered to eligible employees and retail individual bidders. Discount of ₹60 per equity share offered to eligible policyholders. All calculations are based on issue price of ₹949.00 per
equity share.
2. All data sourced from www.nseindia.com
3. Benchmark index considered is NIFTY 50
4. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case we have considered the closing
data of the preceding trading day
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Goldman
Sachs:
Financial Total no. Total amount No. of –POs trading at discount No. of–IPOs trading at premium No. of –POs trading at discount - No. of–IPOs trading at premium
Year of IPOs of funds raised - 30th calendar days from listing - 30th calendar days from listing 180th calendar days from listing - 180th calendar days from listing
(₹ Mn.) Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2023-2024 0 - - - - - - - - - - - - -
2022-2023 1 205,572.31 - 1 - - - - - 1 - - - -
2021-2022 2 198,136.00 - 1 1 - - - 1 - 1 - - -
364
V. Axis Capital Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Axis:
Sr. No. Issue Name Issue Size Issue Price (₹) Listing Date Opening Price +/- % change in +/- % change in +/- % change in
(₹ Mn.) on Listing Date closing price, [+/- closing price, [+/- closing price, [+/-
% change in % change in % change in
closing closing closing
benchmark]- 30th benchmark]- 90th benchmark]- 180th
calendar days calendar days calendar days
from listing from listing from listing
1. Inox India Limited(1) 14,593.23 660.00 December 21, 2023 933.15 - - -
2. Flair Writing Industries 5,930.00 304.00 December 1, 2023 501.00 - - -
Limited(2)
3. ASK Automotive Limited(2) 8,339.13 282.00 November 15, 2023 303.30 +2.73%, [+7.66%] - -
4. JSW Infrastructure Limited(1) 28,000.00 119.00 October 3, 2023 143.00 +41.34%, [-2.93%] - -
5. SignatureGlobal (India) 7,300.00 385.00 September 27, 444.00 +35.79%, [-4.36%] - -
Limited(2) 2023
6. R R Kabel Limited^ (1) 19,640.10 1,035.00 September 20, 1,179.00 +34.45%, [-1.75%] +66.44%, [+6.76%] -
2023
7. TVS Supply Chain Solutions 8,800.00 197.00 August 23, 2023 207.05 +8.71%, [+1.53%] +6.57%, [+1.29%] -
Limited(2)
8. SBFC Finance Limited!(2) 10,250.00 57.00 August 16, 2023 82.00 +51.75%, [+3.28%] +61.14%, [-0.11%] -
9. Cyient DLM Limited& (2) 5,920.00 265.00 July 10, 2023 403.00 +86.79%, [+1.11%] +152.17%, -
[+1.54%]
10. Mankind Pharma Limited(2) 43,263.55 1,080.00 May 9, 2023 1,300.00 +37.61%, [+2.52%] +74.13%, [+6.85%] +64.36%, [+5.28%]
Source: www.nseindia.com; www.bseindia.com
(1)
BSE as designated stock exchange
(2)
NSE as designated stock exchange
^ Offer price was ₹ 937.00 per equity share to eligible employees
!
Offer price was ₹ 55.00 per equity share to eligible employees
&
Offer price was ₹ 250.00 per equity share to eligible employees
Notes:
a. Issue size derived from prospectus/final post issue reports, as available.
b. The CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the designated stock exchange disclosed by the respective issuer at the time of the issue, as applicable.
c. Price on NSE or BSE is considered for all of the above calculations as per the designated stock exchange disclosed by the respective issuer at the time of the issue, as applicable.
d. In case 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.
e. Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
365
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Axis:
Financial Total no. Total amount No. of IPOs trading at discount No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year of IPOs of funds raised - 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
(₹ Mn.) Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2023-2024* 10 152,036.01 - - - 2 4 2 - - - 1 - -
2022-2023 11 279,285.39 - 1 6 - 2 2 - 2 5 - 3 1
2021-2022 25 609,514.77 - 2 6 6 5 6 3 4 3 5 3 7
* The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.
Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
366
VI. ICICI Securities Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by I-Sec:
Sr. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ Mn.) Price (₹) Price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
Listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar days
Date calendar days from listing calendar days from listing from listing
1. Blue Jet Healthcare Limited^^ 8,402.67 346.00 November 1, 380.00 +4.08% [+6.02%] NA* NA*
2023
2. Cello World Limited^^ 19,000.00 648.00(1) November 6, 829.00 +21.92% [+7.44%] NA* NA*
2023
3. ESAF Small Finance Bank 4,630.00 60.00(2) November 10, 71.90 +12.87%, [+7.58%] NA* NA*
Limited^ 2023
4. Protean eGov Technologies 4,892.02 792.00(3) November 13, 792.00 +45.21%,[+7.11%] NA* NA*
Limited^ 2023
5. ASK Automotive Limited^^ 8,339.13 282.00 November 15, 303.30 +2.73% [+7.66%] NA* NA*
2023
6. Gandhar Oil Refinery (India) 5,006.92 169.00 November 30, 298.00 NA* NA* NA*
Limited^^ 2023
7. Fedbank Financial Services 10,922.64 140.00 (4) November 30, 138.00 NA* NA* NA*
Limited^^ 2023
8. India Shelter Finance 12,000.00 493.00 December 20, 620.00 NA* NA* NA*
Corporation Limited^^ 2023
9. DOMS Industries Limited^ 12,000.00 790.00(5) December 20, 1,400.00 NA* NA* NA*
2023
10. Inox India Limited^ 14,593.23 660.00 December 21, 933.15 NA* NA* NA*
2023
*Data not available
^
BSE as designated stock exchange
^^
NSE as designated stock exchange
Notes:
1. Discount of ₹ 61 per equity share offered to eligible employees. All calculations are based on issue price of ₹ 648.00 per equity share.
2. Discount of ₹ 5 per equity share offered to eligible employees. All calculations are based on issue price of ₹ 60.00 per equity share.
3. Discount of ₹ 75 per equity share offered to eligible employees. All calculations are based on issue price of ₹ 792.00 per equity share
4. Discount of ₹ 10 per equity share offered to eligible employees. All calculations are based on issue price of ₹ 140.00 per equity share.
5. Discount of ₹ 75 per equity share offered to eligible employees. All calculations are based on issue price of ₹ 140.00 per equity share.
367
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by I-Sec:
Financial Total no. Total amount No. of IPOs trading at discount No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year of IPOs of funds raised - 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
(₹ Mn.) Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2023-24* 16 1,64,661.14 - - - 2 5 4 - - - - - -
2022-23 9 2,95,341.82 - 1 3 - 3 2 - 1 1 - 5 2
2021-22 26 7,43,520.19 - 3 6 6 4 7 3 4 5 5 4 5
* This data covers issues up to year to date.
Notes:
1. Data is sourced either from www.nseindia.com or www.bseindia.com, as per the designated stock exchange disclosed by the respective issuer company.
2. Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by the respective issuer company.
3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30 th, 90th, 180th calendar day is a holiday, in which case we have considered the closing
data of the previous trading day.
368
VII. SBI Capital Markets Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by SBICAP:
Sr. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ Mn.) Price (₹) Price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
Listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar days
Date calendar days from listing calendar days from listing from listing
1. Indian Renewable Energy 21,502.12 32.00 November 50.00 - - -
Development Agency 29,2023
Limited#
2. Updater Services Ltd@ 6,400.00 300.00 October 4, 2023 299.90 -13.73% - -
[-1.56%]
3. JSW Infrastructure Limited@ 28,000.00 119.00 October 3, 2023 143.00 41.34% - -
[-2.93%]
4. Yatra Online Limited@ 7,750.00 142.00 September 28, 130.00 -11.06% - -
2023 [-2.63%]
5. Senco Gold Limited# 4,050.00 317.00 July 14, 2023 430.00 25.28% 105.32% -
[-0.70%] [1.26%]-
6. Tamilnad Mercantile Bank 8,078.40 510.00 September 15, 510.00 -8.43% 2.14% -15.82%
Limited @ 2022 [-3.36%] [+4.34%] [-2.83%]
7. Paradeep Phosphates Limited 15,017.31 42.00 May 27, 2022 43.55 -10.24% 27.50% 31.19%
@ [-3.93%] [+7.65%] [+11.91%]
8. Life Insurance Corporation of 205,572.31 949.00 May 17, 2022 867.20 -27.24% -28.12% -33.82%
India (1)@ [-3.27%] [+9.47%] [+13.76%]
9. Star Health and Allied 64,004.39 900.00 December 845.00 -14.78% -29.79% -22.21%
Insurance Company Ltd (2)# 10,2021 [+1.72%] [-6.66%] [-6.25%]
10. Tarsons Products Limited (3)@ 8,738.40 662.00 November 26, 700.00 -4.16% -4.46% 0.20%
2021 [+0.03%] [+0.22%] [-5.35%]
Source: www.nseindia.com; www.bseindia.com
Notes:
* The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days isa trading holiday, the previous trading day is considered for the computation. We have
taken the issue price to calculate the % change in closing price as on 30th, 90th and 180th day. We have taken the closing price of the applicable benchmark index as on the listing day to calculate the % change in
closing price of the benchmark as on 30th, 90th and 180th day.
** The information is as on the date of this document.
* The information for each of the financial years is based on issues listed during such financial year.
@
The S&P BSE SENSEX index is considered as the Benchmark Index, BSE being the designated stock exchange
# The Nifty 50 index is considered as the Benchmark Index, NSE being the designated stock exchange
1. Price for retail individual bidders and eligible employee was ₹904.00 per equity share and for eligible policy holders and was ₹889.00 per equity share.
2. Price for eligible employee was ₹820.00 per equity share.
3. Price for eligible employee was ₹639.00 per equity share.
369
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by
SBICAP:
Financial Total no. Total amount No. of IPOs trading at discount No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year of IPOs of funds raised - 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
(₹ Mn.) Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2023-24* 5 67,702.11 - - 2 - 2 - - - - - - -
2022-23 3 2,28,668.02 - 1 2 - - - - 1 1 - 1 -
2021-22 10 2,17,814.28 - - 6 1 2 1 - 3 1 3 - 3
* The information is as on the date of this Offer Document.
#
Date of Listing for the issue is used to determine which financial year that particular issue falls into.
370
VIII. BOB Capital Markets Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by BOBCAPS:
Sr. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ Mn.) Price (₹) Price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
Listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar days
Date calendar days from listing calendar days from listing from listing
1. Indian Renewable Energy 21,502.12 32.00 November 29, 50.00 -* -* -*
Development Agency 2023
Limited^
2. IRM Energy Limited^(3) 5,443.63 505.00 October 26, 477.25 -7.20% [+4.97%] -* -*
2023
3. Chemplast Sanmar Limited^ 38,500.00 541.00 August 24, 550.00 +2.06% [+5.55%] +12.68 [+6.86%] -3.30% [+3.92%]
2021
4. Glenmark Life Sciences 15,136.00 720.00 August 06, 751.10 -6.38% [+7.10%] -12.94%, [+10.12%] -20.67% [+8.45%]
Limited^^ 2021
5. Macrotech Developers India 25,000.00 486.00 April 19, 2021 439.00 +30.19% [+4.68%] +75.62% [+10.83%] +146.92 [+27.86%]
Limited^^
Source: www.nseindia.com and www.bseindia.com
^NSE as designated Stock Exchange
^^BSE as designated Stock Exchange
* Data not available
Notes:
1. The 30th, 90th and 180th calendar day from listing day have been taken as listing day plus 29, 89 and 179 calendar days respectively. In the event any day falls on a holiday, the price/index of the previous trading day has
been considered.
2. Benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by the respective Issuer Company at the
time of the Issue, as applicable.
3. Price for eligible employee was ₹457.00 per equity share.
371
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by BOBCAPS:
Financial Total no. Total amount No. of IPOs trading at discount No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year of IPOs of funds raised - 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
(₹ Mn.) Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2023-24* 2 26,945.75 - - 1 - - - - - - - - -
2022-23 - - - - - - - - - - - - - -
2021-22 3 78,636.00 - - 1 - 1 1 - - 2 1 - -
* The information is as on the date of this Offer Document.
Source: Prospectus for issue details
Notes:
1. The above information is as on the date of this Offer Document.
2. The information for the financial years is based on issues listed during such financial year.
372
Track record of past issues handled by the BRLMs
For details regarding the track record of the BRLMs, as specified in the SEBI circular dated January 10, 2012, bearing reference
number CIR/MIRSD/1/2012, see the websites of the BRLMs, as provided in the table below.
S. No. Name of the BRLM Website
1. Kotak Mahindra Capital Company Limited https://investmentbank.kotak.com
2. Citigroup Global Markets India Private Limited www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm
3. BofA Securities India Limited https://business.bofa.com/bofas-india
4. Goldman Sachs (India) Securities Private Limited www.goldmansachs.com
5. Axis Capital Limited www.axiscapital.co.in
6. ICICI Securities Limited www.icicisecurities.com
7. SBI Capital Markets Limited wwww.sbicaps.com
8. BOB Capital Markets Limited www.bobcaps.in
Stock Market Data of Equity Shares
This being the initial public offer of Equity Shares of our Company, the Equity Shares are not listed on any stock exchange and
accordingly, no stock market data is available for the Equity Shares.
Mechanism for Redressal of Investor Grievances
The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a period of at least eight years
from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges, to enable the investors to
approach the Registrar to the Offer for redressal of their grievances.
In terms of SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI
circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022, SEBI Master Circular SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 and subject to
applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB,
shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the
Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have
to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. Further, the investors shall be
compensated by the SCSBs in accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021 as modified by SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 in the events of delayed
unblock for cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application, blocking of
more amount than the application amount, delayed unblocking of amounts for non-allotted/partially-allotted applications, for
the stipulated period and such compensation to investors shall be computed from T+3 day. In an event there is a delay in
redressal of the investor grievance in relation to unblocking of amounts, the SCSBs and the Book Running Lead Managers shall
compensate the investors at the rate higher of ₹100 or 15% per annum of the application amount for the period of such delay.
Further, in terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing
fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall
be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed,
and (ii) applicable compensation relating to investor complaints has been paid by the SCSB.
All Offer-related grievances, other than for Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the
relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give full details
such as name of the sole or First Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, UPI ID, PAN, date of
the submission of Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for and the name and
address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder.
The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Bank(s) for addressing any
clarifications or grievances of ASBA Bidders. Our Company, each of the Selling Shareholders, the BRLMs and the Registrar
to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in
complying with its obligations under the applicable provisions of SEBI ICDR Regulations. Bidders can contact our Company
Secretary and Compliance Officer, the BRLMs or the Registrar to the Offer in case of any pre-Offer or post-Offer related
problems such as non-receipt of letters of Allotment, non-credit of allotted Equity Shares in the respective beneficiary account,
non-receipt of refund intimations and non-receipt of funds by electronic mode.
Anchor Investors are required to address all grievances in relation to the Offer to the BRLMs.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated
Intermediary in addition to the information mentioned herein.
373
Disposal of investor grievances by our Company
Our Company shall, after filing of this Draft Red Herring Prospectus, obtain authentication on the SCORES in terms of the
SEBI circular bearing number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 in relation to redressal of
investor grievances through SCORES.
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSB in case of
ASBA Bidders, for the redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the
complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to
redress these complaints as expeditiously as possible.
Our Company has not received any investor grievances in the last three Financial Years prior to the filing of this Draft Red
Herring Prospectus. As at the date of this Draft Red Herring Prospectus there are no outstanding investor grievances.
Our Company has also appointed Pramendra Tomar, Company Secretary of our Company, as the Compliance Officer for the
Offer. For details, see “General Information” on page 71.
Our Company has constituted a Stakeholders Relationship Committee comprising Krishnamurthy Venugopala Tenneti, Ananth
Sankaranarayan and Arun Sarin, as members. For details, see “Our Management – Committees of our Board - Stakeholders
Relationship Committee” on page 218.
Exemption from complying with any provisions of SEBI ICDR Regulations
Our Company has not applied for or received any exemption from the SEBI from complying with any provisions of securities
laws, as on the date of this Draft Red Herring Prospectus.
374
SECTION VII: OFFER INFORMATION
TERMS OF THE OFFER
The Equity Shares being offered and Allotted pursuant to the Offer shall be subject to the provisions of the Companies Act,
SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing Regulations, the terms of the Red Herring Prospectus,
the Prospectus, the abridged prospectus, Bid cum Application Form, the Revision Form, the CAN/ Allotment Advice and other
terms and conditions as may be incorporated in other documents/ certificates that may be executed in respect of the Offer. The
Equity Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the Offer of
capital and listing and trading of securities, issued from time to time, by SEBI, the GoI, the Stock Exchanges, the RBI, RoC
and/or other authorities, as in force on the date of the Offer and to the extent applicable or such other conditions as may be
prescribed by the SEBI, the GoI, the Stock Exchanges, the RoC and/or any other authorities while granting its approval for the
Offer.
Ranking of the Equity Shares
The Allottees upon Allotment of Equity Shares under the Offer will be entitled to dividend and other corporate benefits, if any,
declared by our Company after the date of Allotment. The Equity Shares transferred in the Offer shall be pari passu with the
existing Equity Shares in all respects including dividends. For further details, see “Description of Equity Shares and Terms of
Articles of Association” beginning on page 405.
Mode of payment of dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act, the
Memorandum and Articles of Association, dividend distribution policy of our Company, and provisions of the SEBI Listing
Regulations and any other guidelines or directions which may be issued by the Government in this regard. Dividends, if any,
declared by our Company after the date of Allotment, will be payable to the Bidders who have been Allotted Equity Shares in
the Offer, for the entire year, in accordance with applicable laws. For further details in relation to dividends, see “Dividend
Policy” and “Description of Equity Shares and Terms of Articles of Association” beginning on pages 231 and 405, respectively.
Face Value, Offer Price and Price Band
The face value of each Equity Share is ₹10 and the Offer Price at the lower end of the Price Band is ₹[●] per Equity Share and
at the higher end of the Price Band is ₹[●] per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share.
The Price Band and the minimum Bid Lot for the Offer will be decided by our Company and Selling Shareholders, in
consultation with the BRLMs, and published and advertised in all editions of [●], an English national daily newspaper, all
editions of [●], a Hindi national daily newspaper and [●] edition of [●], a Kannada daily newspaper, Kannada being the regional
language of Karnataka, where our Registered Office is located, each with wide circulation, at least two Working Days prior to
the Bid/ Offer Opening Date, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, and shall
be made available to the Stock Exchanges for the purpose of uploading the same on their websites. The Price Band, along with
the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application
Forms available on the respective websites of the Stock Exchanges. The Offer Price shall be determined by our Company, in
consultation with the Selling Shareholders and the Book Running Lead Managers, after the Bid/Offer Closing Date.
At any given point of time, there shall be only one denomination for the Equity Shares.
The Offer
The Offer comprises a Fresh Issue of Equity Shares by our Company and Offer for Sale by the Selling Shareholders.
Expenses for the Offer shall be shared amongst our Company and each of the Selling Shareholders in the manner specified in
“Objects of the Offer - Offer Expenses” on page 113.
For further details, see “Objects of the Offer – Offer Expenses” on page 113.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our equity Shareholders shall have
the following rights:
• Right to receive dividends, if declared;
375
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy, in accordance with the provisions of the Companies Act;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation, subject to any statutory and preferential claims being satisfied;
• Right of free transferability of their Equity Shares, subject to applicable laws including any RBI rules and regulations;
and
• Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI
Listing Regulations and the Articles of Association of our Company.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights,
dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and Terms
of Articles of Association” beginning on page 405.
Allotment only in dematerialised form
Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in
dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form
on the Stock Exchanges. In this context, our Company has entered into the following agreements with the respective
Depositories and Registrar to the Offer:
• Tripartite agreement dated May 31, 2022 amongst our Company, NSDL and Registrar to the Offer; and
• Tripartite agreement effective as of May 20, 2022 amongst our Company, CDSL and Registrar to the Offer.
Market Lot and Trading Lot
Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in the Offer will be
only in electronic form in multiples of one Equity Share subject to a minimum Allotment of [●] Equity Shares. For further
details, see “Offer Procedure” beginning on page 385.
Joint Holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of the Equity
Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules,
2014, as amended, the Sole Bidder, or the First Bidder along with other joint Bidders, may nominate any one person in whom,
in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares
Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original
holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder
of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed
manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination
shall stand rescinded upon a sale/transfer/alienation of Equity Share(s) by the person nominating. A buyer will be entitled to
make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on
request at our Registered Office or to the registrar and transfer agents of our Company.
Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon the
production of such evidence as may be required by the Board, elect either:
a) to register himself or herself as the holder of the Equity Shares; or
b) to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice
have been complied with.
376
Since the Allotment of Equity Shares in the Offer will be made only in dematerialised mode, there is no need to make a separate
nomination with our Company. Nominations registered with respective Depository Participant of the Bidder would prevail. If
the Bidder wants to change the nomination, they are requested to inform their respective Depository Participant.
Bid/ Offer programme
BID/OFFER OPENS ON [●](1)
BID/OFFER CLOSES ON [●](2)(3)
(1)
Our Company may, in consultation with the BRLMs consider participation by Anchor Investors. The Anchor Investor Bid/Offer Period shall be one
Working Day prior to the Bid/ Offer Opening Date in accordance with the SEBI ICDR Regulations.
(2)
Our Company and Selling Shareholders, may in consultation with the BRLMs, consider closing the Bid/Offer Period for QIBs one day prior to the
Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
(3)
UPI mandate end time and date shall be at 5.00 pm on Bid/ Offer Closing Date, i.e. [●].
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account* On or about [●]
Credit of Equity Shares to dematerialized accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
* In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) for cancelled /
withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever
is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on
which the amounts are unblocked; (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism),
the Bidder shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total cumulative blocked amount except the original application
amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts
more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference in amount, whichever
is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted/ partially
allotted Bids, exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15%
per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days from the Bid/ Offer Closing Date by the
SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or
entity responsible for such delay in unblocking. The post Offer BRLMs shall be liable for compensating the Bidder at a uniform rate of ₹100 per day or
15% per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance until the date on which the blocked amounts
are unblocked. The Bidder shall be compensated in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, as partially modified by SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of our Company with the SCSBs, to the
extent applicable, issued by SEBI, and any other applicable law in case of delays in resolving investor grievances in relation to blocking/unblocking of
funds.
The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or
liability on our Company, any of the Selling Shareholders or the BRLMs.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the Bid/Offer
Closing Date or such other time as prescribed by SEBI, the timetable may be extended due to various factors, such as extension
of the Bid/ Offer Period by our Company and Selling Shareholders, in consultation with the BRLMs, revision of the Price Band
by our Company and the Selling Shareholders in consultation with the BRLMs, or any delay in receiving the final listing and
trading approval from the Stock Exchanges. The commencement of trading of the Equity Shares will be entirely at the discretion
of the Stock Exchanges and in accordance with the applicable laws. Each Selling Shareholder confirms that it shall extend such
reasonable support and co-operation as may be required under Applicable Law or requested by our Company and/or the
BRLMs, in relation to it and its respective portion of the Offered Shares.
The Registrar to the Offer shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily
basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/ Offer Closing Date by
obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the
Working Day and submit the confirmation to the BRLMs and the Registrar to the Offer on a daily basis in accordance
with the SEBI RTA Master Circular.
In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with timelines
and activities prescribed by SEBI in connection with the allotment and listing procedure within such period as may be prescribed
by SEBI, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the
reasons associated with it.
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Submission of Bids (other than Bids from Anchor Investors):
Bid/ Offer Period (except the Bid/ Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST
Bid/ Offer Closing Date*
Submission and Revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST
* UPI mandate end time and date shall be at 5.00 pm on Bid/Offer Closing Date, i.e. [●].
On the Bid/ Offer Closing Date, the Bids shall be uploaded until:
(i) 4.00 p.m. IST in case of Bids by QIBs and NIBs, and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs and Eligible
Employees Bidding in the Employee Reservation Portion.
On Bid/ Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received by RIBs
and Eligible Employees under the Employee Reservation Portion after taking into account the total number of Bids received
and as reported by the BRLMs to the Stock Exchanges.
It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would
be rejected.
Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/ Offer Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders
are cautioned that, in the event a large number of Bids are received on the Bid/ Offer Closing Date, some Bids may not get
uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Offer.
Bids and any revision in Bids will be accepted only during Working Days during the Bid/ Offer Period. Bidders may please
note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101-6 dated July 6, 2006 issued by
BSE and NSE, respectively, Bids and any revision in Bids shall not be accepted on Saturdays and public holidays as declared
by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic
system to be provided by the Stock Exchanges. None among our Company, any Selling Shareholder or any member of the
Syndicate is liable for any failure in (i) uploading the Bids due to faults in any software/ hardware system or otherwise; and (ii)
the blocking of Bid Amount in the ASBA Account on receipt of instructions from the Sponsor Bank on account of any errors,
omissions or non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise,
in the UPI Mechanism. The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform
during the Bid/ Offer Period till 5:00 pm on the Bid/ Offer Closing Date after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing.
Our Company and the Selling Shareholders, in consultation with the BRLMs, reserve the right to revise the Price Band during
the Bid/ Offer Period in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on
either side, i.e. the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised
accordingly. In all circumstances, the Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of the
Floor Price.
In case of revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days
after such revision, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases of force majeure, banking
strike or similar circumstances, our Company and Selling Shareholders, in consultation with the BRLMs, for reasons
to be recorded in writing, extend the Bid/Offer Period for a minimum of three Working Days, subject to the Bid/ Offer
Period not exceeding 10 Working Days. Any revision in Price Band, and the revised Bid/Offer Period, if applicable, shall
be widely disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the
change on the respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to
the Designated Intermediaries and the Sponsor Bank(s), as applicable. In case of revision of Price Band, the Bid Lot
shall remain the same.
In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application Form for a
particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the
purpose of Allotment.
Minimum Subscription
If (i) our Company does not make the minimum Allotment in the Offer as specified under Rule 19(2)(b) of the SCRR or does
not achieve the minimum subscription of 90% of the Fresh Issue on the Bid/ Offer Closing Date; or (ii) subscription level falls
below the aforesaid minimum subscription after the Bid/ Offer Closing Date due to withdrawal of Bids, or after technical
rejections, or any other reason; or (iii) in case of devolvement of Underwriting, aforesaid minimum subscription is not received
378
within 60 days from the date of Bid/ Offer Closing Date; or (iv) if the listing or trading permission is not obtained from the
Stock Exchanges for the Equity Shares in the Offer, each of the Selling Shareholders, to the extent of its portion of the Offered
Shares and our Company shall forthwith refund the entire subscription amount in accordance with applicable law. If there is a
delay beyond four days, our Company, and every Director of our Company, who are officers in default, shall pay interest at the
rate of 15% per annum in accordance with the SEBI ICDR Regulations and any other applicable law. Each of the Selling
Shareholders shall reimburse, in proportion to its respective portion of the Offered Shares, any expenses and interest incurred
by our Company on behalf of such Selling Shareholder for any delays in making refunds as required under the Companies Act
and any other applicable law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such
interest, unless such delay is solely and directly attributable to an act or omission of the respective Selling Shareholder in
relation to its respective portion of the Offered Shares. All refunds made, interest borne, and expenses incurred (with regard to
payment of refunds) by our Company on behalf of any of such Selling Shareholders will be adjusted or reimbursed by such
Selling Shareholder (only to the extent of its respective portion of the Offered Shares), to our Company as agreed among our
Company and each of the Selling Shareholders in writing, in accordance with Applicable Law.
The requirement for minimum subscription is not applicable for the Offer for Sale.
In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and in
compliance with Rule 19(2)(b) of the SCRR, the Allotment for the valid Bids will be made in the first instance towards
subscription for 100% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance
valid Bids will be made towards Equity Shares offered by the Selling Shareholder in such manner as specified in the Offer
Agreement.
Further our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted shall
not be less than 1,000 in compliance with Regulation 49(1) of the SEBI ICDR Regulations, failing which the entire application
money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA
Accounts within such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on the
application money in accordance with applicable laws.
Arrangements for disposal of odd lots
There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form only and
market lot for our Equity Shares will be one Equity Share.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Offer.
Withdrawal of the Offer
The Offer shall be withdrawn in the event the requirement of the minimum subscription as prescribed under Regulation 45 of
the SEBI ICDR Regulations is not fulfilled. Our Company and Selling Shareholders, in consultation with the Book Running
Lead Managers, reserve the right not to proceed with the Fresh Issue and each of the Selling Shareholders, reserve the right not
to proceed with the Offer for Sale, in whole or in part thereof, to the extent of its respective portion of the Offered Shares, after
the Bid/ Offer Opening Date but before Allotment. In such an event, our Company would issue a public notice in the newspapers
in which the pre-Offer advertisements were published, within two days of the Bid/ Offer Closing Date or such other time as
may be prescribed by SEBI, providing reasons for not proceeding with the Offer and inform the Stock Exchanges promptly on
which the Equity Shares are proposed to be listed. The Book Running Lead Managers, through the Registrar to the Offer, shall
notify the SCSBs and the Sponsor Bank(s), to unblock the bank accounts of the ASBA Bidders within one Working Day from
the date of receipt of such notification and also inform the Bankers to the Offer to process refunds to the Anchor Investors, as
the case may be. The notice of withdrawal will be issued in the same newspapers where the pre-Offer advertisements have
appeared, and the Stock Exchanges will also be informed promptly. If our Company and Selling Shareholders, in consultation
with the Book Running Lead Managers withdraws the Offer after the Bid/ Offer Closing Date and thereafter determine that our
Company will proceed with an issue of the Equity Shares, our Company shall file a fresh draft red herring prospectus with
SEBI. Notwithstanding the foregoing, the Offer is also subject to (i) the filing of the Prospectus with the RoC; and (ii) obtaining
the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment.
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Restrictions, if any on transfer and transmission of Equity Shares
Except for the lock-in of the pre-Offer Equity Share capital of our Company, minimum Promoter’s contribution and the Anchor
Investor lock-in as provided in “Capital Structure” beginning on page 79, and except as provided in our Articles of Association
as detailed in “Description of Equity Shares and Terms of Articles of Association” beginning on page 405 there are no
restrictions on transfer and transmission of the Equity Shares, and on their consolidation or splitting.
380
OFFER STRUCTURE
Offer of up to [●] Equity Shares for cash at a price of ₹[●] per Equity Share (including a premium of ₹[●] per Equity Share)
aggregating up to ₹[●] million comprising of a Fresh Issue of up to [●] Equity Shares aggregating up to ₹55,000 million by our
Company and an Offer for Sale of up to 95,191,195 Equity Shares aggregating up to ₹[●] million by the Selling Shareholders.
For details, see “The Offer” beginning on page 64. The Offer shall constitute [●]% of the post-Offer paid-up Equity Share
capital of our Company.
The Offer comprises of a Net Offer of up to [●] Equity Shares and Employee Reservation Portion of up to [●] Equity Shares
aggregating up to ₹[●] million. The Employee Reservation Portion shall not exceed [●]% of our post-Offer paid-up Equity
Share capital. The Offer and the Net Offer shall constitute [●]% and [●]%, respectively of the post-Offer paid-up Equity Share
capital of our Company.
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement. In the event the Pre-IPO Placement is
undertaken, the Fresh Issue size will be reduced to the extent of such Pre-IPO Placement, subject to the Offer complying with
Rule 19(2)(b) of SCRR.
The Offer is being made through the Book Building Process.
Particulars Eligible Employees# QIBs(1) NIBs RIBs
Number of Equity Up to [●] Equity Shares Not less than [●] Equity Not more than [●] Equity Not more than [●] Equity
Shares available for Shares Shares available for Shares available for allocation
Allotment or allocation or Offer less or Offer less allocation to QIB
allocation*(2) allocation to QIB Bidders Bidders and NIBs
and RIBs
Percentage of Offer The Employee Not less than 75% of the Not more than 15% of the Not more than 10% of the Net
size available for Reservation Portion shall Net Offer shall be Net Offer, or the Net Offer Offer or the Net Offer less
Allotment or allocation constitute up to [●]% of available for allocation to less allocation to QIB allocation to QIB Bidders and
the post-Offer paid-up QIBs. However, 5% of Bidders and RIBs shall be NIBs shall be available for
Equity Share capital of the QIB Portion available for allocation, allocation
our Company (excluding the Anchor subject to the following:
Investor Portion) shall be
available for allocation (i) one-third of the
proportionately to Mutual portion available to
Funds only. Mutual NIBs shall be
Funds participating in the reserved for
Mutual Fund Portion will applicants with an
also be eligible for application size of
allocation in the more than ₹200,000
remaining balance QIB and up to ₹1,000,000;
Portion (excluding the and
Anchor Investor Portion). (ii) two-third of the
The unsubscribed portion portion available to
in the Mutual Fund NIBs shall be
Portion will be available reserved for
for allocation to other applicants with
QIBs application size of
more than ₹1,000,000
provided that the
unsubscribed portion in
either of the subcategories
specified above may be
allocated to applicants in
the other sub-category of
Non- Institutional Bidders.
Basis of Allotment if Proportionate#; unless the Proportionate as follows The Equity Shares Allotment to each RIB shall
respective category is Employee Reservation (excluding the Anchor available for allocation to not be less than the minimum
oversubscribed* Portion is Investor Portion): NIBs under the Non- Bid Lot, subject to availability
undersubscribed, the Institutional Portion, shall of Equity Shares in the Retail
value of allocation to an a) Up to [●] Equity be subject to the following: Portion and the remaining
Eligible Employee shall Shares shall be a) one third of the available Equity Shares if any,
not exceed ₹200,000. In available for portion available to shall be allotted on a
the event of allocation on a NIBs being [●] proportionate basis. For
undersubscription in the proportionate basis Equity Shares are details, see “Offer Procedure”
Employee Reservation to Mutual Funds reserved for Bidders beginning on page 385.
Portion, the unsubscribed only; and Biddings more than
portion may be allocated, b) [●] Equity Shares ₹200,000 and up to
on a proportionate basis, shall be available for ₹1,000,000; and
381
Particulars Eligible Employees# QIBs(1) NIBs RIBs
to Eligible Employees for allocation on a b) two third of the
a value exceeding proportionate basis portion available to
₹200,000, subject to total to all other QIBs, NIBs being [●]
Allotment to an Eligible including Mutual Equity Shares are
Employee not exceeding Funds receiving reserved for Bidders
₹500,000 allocation as per (a) Bidding more than
above ₹1,000,000.
Up to 60% of the QIB Provided that the
Category (of up to [●] unsubscribed portion in
Equity Shares) may be either of the categories
allocated on a specified in (a) or (b)
discretionary basis to above, may be allocated to
Anchor Investors of Bidders in the other
which one-third shall be category.
available for allocation to
domestic Mutual Funds The allotment to each Non-
only, subject to valid Bids Institutional Bidder shall
being received from not be less than the
Mutual Funds at or above minimum application size,
the Anchor Investor subject to the availability
Allocation Price of Equity Shares in the
Non-Institutional Portion,
and the remaining Equity
Shares, if any, shall be
allotted on a proportionate
basis in accordance with
the conditions specified in
this regard in Schedule
XIII of the SEBI ICDR
Regulations. For details,
see “Offer Procedure”
beginning on page 385.
Mode of Bid^ Through ASBA Process only (excluding UPI Mechanism) except in case of Anchor Investors(3)
Minimum Bid Such number of Equity Such number of Equity Such number of Equity [●] Equity Shares and in
Shares in multiples of [●] Shares that the Bid Shares that the Bid multiples of [●] Equity Shares
Equity Shares. Amount exceeds Amount exceeds ₹200,000 thereafter
₹200,000 and in multiples and in multiples of [●]
of [●] Equity Shares Equity Shares thereafter
thereafter
Maximum Bid Such number of Equity Such number of Equity Such number of Equity Such number of Equity Shares
Shares in multiples of [●] Shares and in multiple of Shares and in multiples of and in multiples of [●] Equity
Equity Shares, so that the [●] Equity Shares not [●] Equity Shares not Shares so that the Bid Amount
maximum Bid Amount by exceeding the size of the exceeding the size of the does not exceed ₹200,000
each Eligible Employee Offer, subject to Offer (excluding QIB
in Eligible Employee applicable limits portion), subject to
Portion does not exceed applicable limits
₹500,000
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Allotment Lot A minimum of [●] Equity Shares and in multiples of one Equity Share thereafter.
Trading Lot One Equity Share
Who can apply(4) Eligible Employees Public financial Resident Indian Resident Indian individuals,
institutions as specified in individuals, Eligible NRIs, Eligible NRIs and HUFs (in
Section 2(72) of the HUFs (in the name of the the name of karta)
Companies Act, karta), companies,
scheduled commercial corporate bodies, scientific
banks, Mutual Funds, institutions, societies and
FPIs (other than trusts, and FPIs who are
individuals, corporate individuals, corporate
bodies and family bodies and family offices
offices), VCFs, AIFs, and registered with SEBI
FVCIs, multilateral and
bilateral development
financial institutions,
state industrial
development corporation,
insurance companies
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Particulars Eligible Employees# QIBs(1) NIBs RIBs
registered with IRDAI,
provident funds (subject
to applicable law) with
minimum corpus of ₹250
million, pension funds
with minimum corpus of
₹250 million registered
with the Pension Fund
Regulatory and
Development Authority
established under section
3(1) of the Pension Fund
Regulatory and
Development Authority
Act, 2013, National
Investment Fund set up by
the GoI through
resolution F.
No.2/3/2005-DD-II dated
November 23, 2005, the
insurance funds set up and
managed by army, navy
or air force of the Union
of India, insurance funds
set up and managed by the
Department of Posts,
India and Systemically
Important NBFCs.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of submission
of their Bids(5)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA
Bidder, or by the Sponsor Bank(s) through the UPI Mechanism (other than Anchor Investors), that is specified in
the ASBA Form at the time of submission of the ASBA Form
* Assuming full subscription in the Offer
#
Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹500,000. However, a Bid by an Eligible Employee in the
Employee Reservation Portion will be considered for allocation, in the first instance, for a Bid Amount of up to ₹200,000. In the event of under-subscription
in the Employee Reservation Portion the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees
who have Bid in excess of ₹200,000, subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000. Further, an
Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the Net Offer and such Bids will not be treated as multiple Bids subject
to applicable limits. The undersubscribed portion, if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of under-
subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion.
1. Our Company, in consultation with the Book Running Lead Managers may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor
Investor Offer Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor
Portion is up to ₹100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more
than ₹100 million but up to ₹2,500 million under the Anchor Investor Portion, subject to a minimum Allotment of ₹50 million per Anchor Investor, and
(iii) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors
for allocation up to ₹2,500 million, and an additional 10 Anchor Investors for every additional ₹2,500 million or part thereof will be permitted, subject to
minimum allotment of ₹50 million per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount
is at least ₹100 million. One-third of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being received at or
above the price at which allocation is made to Anchor Investors.
2. Subject to valid Bids being received at or above the Offer Price. This is an Offer in terms of Rule 19(2)(b) of the SCRR and Regulation 6(2) of the SEBI
ICDR Regulations, wherein not less than 75% of the Net Offer shall be available for allocation on a proportionate basis to QIBs, provided that our
Company in consultation with the Book Running Lead Managers may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allotment in the Anchor Investor
Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a
proportionate basis only to Mutual Funds, and spill-over from the remainder of the Net QIB Portion shall be available for allocation on a proportionate
basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not
more than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net
Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer
Price.
3. Anchor Investors are not permitted to use the ASBA process. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022,
has mandated that ASBA applications in public issues shall be processed only after the application monies are blocked in the investor’s bank accounts.
Accordingly, Stock Exchanges shall, for all categories of investors viz. Retail, QIB, NIB and other reserved categories and also for all modes through
which the applications are processed, accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the
application monies blocked.
4. In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same joint names and
the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application Form should contain only the name
of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such First
Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders. Our
Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.
5. Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any difference
between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor Pay-In Date as indicated in
the CAN.
383
Bidders will be required to confirm and will be deemed to have represented to our Company, each of the Selling Shareholders,
the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable
law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 392 and having same PAN
may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such
successful Bidders (with same PAN) may be proportionately distributed.
Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band can make payment based on
Bid Amount, at the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion at the Cut-Off Price
have to ensure payment at the Cap Price, at the time of making a Bid.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB
Portion, would be allowed to be met with spill over proportionately from any other category or combination of categories at the
discretion of our Company and Selling Shareholders, in consultation with the BRLMs and the Designated Stock Exchange,
subject to applicable laws.
384
OFFER PROCEDURE
All Bidders should read the General Information Document which highlights the key rules, processes and procedures applicable
to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR
Regulations which is part of the abridged prospectus accompanying the Bid cum Application Form. The General Information
Document is available on the websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the
General Information Document which are applicable to the Offer, including in relation to the process for Bids by UPI Bidders
through the UPI Mechanism. The investors should note that the details and process provided in the General Information
Document should be read along with this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of investors
eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment
instructions for ASBA Bidders/Applicants; (v) issuance of CAN and Allotment in the Offer; (vi) general instructions (limited to
instructions for completing the Bid cum Application Form); (vii) submission of Bid cum Application Form; (viii) other
instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on
technical grounds); (ix) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious applications;
(x) mode of making refunds; (xi) Designated Date; (xii) disposal of applications; and (xiii) interest in case of delay in allotment
or refund.
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, had introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the
UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along with the existing process and
existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective until June 30, 2019.
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by UPI Bidders through
Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with existing
timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever is later
(“UPI Phase II”). Subsequently, however, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30,
2020 had extended the timeline for implementation of UPI Phase II until further notice. The final reduced timeline of T+3 days
for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) and modalities of the implementation of UPI Phase
III was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective
on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on
or after December 1, 2023. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, had introduced certain additional measures for streamlining the
process of initial public offers and redressing investor grievances. Subsequently, SEBI vide the SEBI RTA Master Circular,
consolidated and rescinded the aforementioned circulars to the extent relevant for RTAs. Furthermore, pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual bidders in initial public offerings whose
application sizes are up to ₹500,000 shall use the UPI Mechanism. Pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA facility in initial public offerings
shall be processed only after application monies are blocked in the bank accounts of investors (all categories). These circulars
are effective for initial public offers opening on/or after May 1, 2021, and the provisions of these circulars, as amended, are
deemed to form part of this Draft Red Herring Prospectus.
The BRLMs shall be the nodal entity for any issues arising out of public issuance process.
Our Company, each of the Selling Shareholders and the BRLMs do not accept any responsibility for the completeness and
accuracy of the information stated in this section and the General Information Document and are not liable for any amendment,
modification or change in the applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are
advised to make their independent investigations and ensure that their Bids are submitted in accordance with applicable laws
and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them under applicable
law or as specified in the Red Herring Prospectus and the Prospectus, when filed.
Further, our Company, each of the Selling Shareholders and the Members of the Syndicate are not liable for any adverse
occurrences consequent to the implementation of the UPI Mechanism for application in the Offer.
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Book Building Procedure
The Offer is being made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance with
Regulation 6(2) of the SEBI ICDR Regulations wherein not less than 75% of the Offer shall be allocated on a proportionate
basis to QIBs, provided that our Company in consultation with the BRLMs, shall allocate up to 60% of the QIB Portion to
Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved
for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price. In the event of under-subscription, or non-allotment in the Anchor Investor Portion, the balance Equity Shares
shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate
basis only to Mutual Funds, and spill-over from the remainder of the Net QIB Portion shall be available for allocation on a
proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at
or above the Offer Price. Further, in accordance with Regulation 40(3) of the SEBI ICDR Regulations, the QIB Portion will
not be underwritten by the Underwriters pursuant to the Underwriting Agreement. Further, not more than 15% of the Offer
shall be available for allocation on a proportionate basis to NIBs of which one-third of the Non-Institutional Portion will be
available for allocation to Bidders with an application size of more than ₹200,000 up to ₹1,000,000 and two-thirds of the Non-
Institutional Portion will be available for allocation to Bidders with an application size of more than ₹1,000,000 and
undersubscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other
sub-category of Non-Institutional Portion. Further, not more than 10% of the Offer shall be available for allocation to RIBs in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, up to
[●] Equity Shares, aggregating up to ₹[●] million shall be made available for allocation on a proportionate basis only to Eligible
Employees Bidding in the Employee Reservation Portion, subject to valid Bids being received at or above the Offer Price, if
any.
Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over
proportionately from any other category or combination of categories of Bidders at the discretion of our Company and Selling
Shareholders, in consultation with the BRLMs and the Designated Stock Exchange subject to receipt of valid Bids received at
or above the Offer Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from
any other category or a combination of categories. In the event of an under-subscription in the Employee Reservation Portion
post the initial Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding
in the Employee Reservation Portion, for a value in excess of ₹ 200,000, subject to the total Allotment to an Eligible Employee
not exceeding ₹500,000. The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock
Exchanges.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification by the CBDT dated
February 13, 2020 read with press releases dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28, 2023.
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The
Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client
ID, PAN and UPI ID, as applicable, shall be treated as incomplete and will be rejected. Bidders will not have the option
of being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialised subsequent
to Allotment of the Equity Shares in the Offer, subject to applicable laws.
As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form on the Stock
Exchanges.
Phased implementation of Unified Payments Interface
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares. Pursuant to
the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to
mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by RIBs through Designated
Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working Days to
three Working Days. Considering the time required for making necessary changes to the systems and to ensure complete and
smooth transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the
following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever was later. Subsequently, the timeline for implementation of Phase I was extended until June 30, 2019. Under this
phase, a RIB had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her UPI ID for the
purpose of blocking of funds. The time duration from public issue closure to listing continued to be six Working Days.
Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three months or
floating of five main board public issues, whichever is later. SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133
dated November 8, 2019 had decided to extend the timeline for implementation of UPI Phase II until March 31, 2020.
Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 had extended the timeline
for implementation of UPI Phase II until further notice. Under this phase, submission of the ASBA Form by RIBs through
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Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing continued to be six Working Days during this
phase.
Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023 and on a
mandatory basis for all issues opening on or after December 1, 2023. In this phase, the time duration from public issue closure
to listing has been reduced to three Working Days.
Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that
have been made through the UPI Mechanism. The requirements of the UPI Circulars include, appointment of a nodal officer
by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and
unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications
on a daily basis to the SCSBs, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than
one day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline and
submit confirmation of the same to the BRLMs and the Registrar to the Offer would result in the SCSBs being penalised under
the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as
well as the post Offer BRLM will be required to compensate the concerned investor.
The Offer will be made under UPI Phase III of the UPI Circulars.
All SCSBs offering facility of making application in public issues shall also provide facility to make application using the UPI
Mechanism. Our Company has appointed certain of the SCSBs as the Sponsor Bank(s) to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and/ or payment instructions of the UPI Bidders using the UPI
Mechanism.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
BRLMs.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be available with
the Designated Intermediaries at the Bidding Centres, and our Registered Office. Electronic copies of the Bid cum Application
Forms will also be available for download on the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com) at least
one day prior to the Bid/ Offer Opening Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process, which
shall include the UPI Mechanism in case of UPI Bidders. Anchor Investors are not permitted to participate in the Offer through
the ASBA process.
UPI Bidders Bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Bid cum
Application Form and the Bid cum Application Forms that do not contain the UPI ID are liable to be rejected.
ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective ASBA
Accounts, or (ii) the UPI ID, as applicable in the relevant space provided in the ASBA Form. The ASBA Forms that do not
contain such details are liable to be rejected.
Since the Offer is made under Phase III of the UPI Circulars, ASBA Bidders may submit the ASBA Form in the manner below:
(i) UPI Bidders using the UPI Mechanism may submit their ASBA Forms with the Syndicate, sub-syndicate members,
Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in
1 type accounts), provided by certain brokers.
(ii) QIBs and NIBs (other than NIBs using UPI Mechanism) may submit their ASBA Forms with SCSBs, Syndicate, sub-
syndicate members, Registered Brokers, RTAs or CDPs.
The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts to be blocked
through ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount is
blocked in the ASBA account of the Bidder pursuant to SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May
30, 2022.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted
at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp
are liable to be rejected. UPI Bidders using UPI Mechanism, may submit their ASBA Forms, including details of their UPI IDs,
with the Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs. RIBs authorising an SCSB to block the Bid
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Amount in the ASBA Account may submit their ASBA Forms with the SCSBs (except UPI Bidders using the UPI Mechanism).
ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid
Amount can be blocked by the SCSB or the Sponsor Bank(s), as applicable at the time of submitting the Bid.
Anchor Investors are not permitted to participate in the Offer through the ASBA process. For Anchor Investors, the Anchor
Investor Application Form will be available with the BRLMs.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum Application
Form*
Resident Indians, including resident QIBs, NIBs, RIBs and Eligible NRIs applying on a non-repatriation [●]
basis
Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral institutions applying on a repatriation [●]
basis
Anchor Investors [●]
Eligible Employees Bidding in the Employee Reservation Portion [●]
* Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms and the abridged prospectus will also be available for download on the website of NSE (www.nseindia.com) and
BSE (www.bseindia.com)
(2) Bid cum Application Forms for Anchor Investors shall be available at the office of the BRLMs
(3) Bid cum Application Forms for Eligible Employees will be available only at our branches and offices in India.
In case of ASBA forms, the relevant Designated Intermediaries shall upload the relevant bid details in the electronic bidding
system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications in their electronic bidding system
only with a mandatory confirmation on application monies blocked. For UPI Bidders using UPI Mechanism, the Stock
Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor
Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of funds. For ASBA Forms (other than UPI Bidders using
UPI Mechanism) Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB
where the Bidder has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank.
For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor
Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of
funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI
Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account.
The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to
compensate the UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned entity
(i.e., the Sponsor Bank(s), NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI
shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Bank(s) and the issuer bank. The
Sponsor Bank(s) and the Bankers to the Offer shall provide the audit trail to the Book Running Lead Managers for analysing
the same and fixing liability.
For ensuring timely information to investors, SCSBs shall send SMS alerts for mandate block and unblock including details
specified in SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. For all pending UPI Mandate Requests, the Sponsor Bank shall
initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm
on the Bid/Offer Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding through the UPI Mechanism should
accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the
Cut-Off Time shall lapse. Further, modification/cancellation of Bids (if any) shall be allowed in parallel during the Bid/Offer
Period until the Cut-Off Time.
The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid/ Offer Opening Date
until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI
handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the
Offer Bidding process.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after such banks provide a written confirmation in accordance with SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and any subsequent
circulars or notifications issued by SEBI in this regard.
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The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
state securities laws in the United States and, unless so registered, may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Accordingly, the Equity Shares are only being offered and sold (i)
within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule
144A under the U.S. Securities Act and referred to in this Draft Red Herring Prospectus as “U.S. QIBs”, for the
avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable
Indian regulations and referred to in this Draft Red Herring Prospectus as “QIBs”) in transaction exempt from the
registration requirements of the U.S. Securities Act, and (ii) outside the United States in offshore transactions as defined
in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where
those offers and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
Electronic registration of Bids
a. The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The Designated
Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they
may subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis before
the closure of the Offer, subject to applicable laws.
b. On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids until such time as may be permitted
by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
c. Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated
Intermediaries are given until 5:00 pm on the Bid/Offer Closing Date to modify select fields uploaded in the Stock
Exchange Platform during the Bid/Offer Period after which the Stock Exchange(s) send the bid information to the
Registrar to the Offer for further processing.
Participation by the Promoter, Promoter Group, the BRLMs, associates and affiliates of the BRLMs and the Syndicate
Member and the persons related to Promoter, Promoter Group, BRLMs and the Syndicate Member
The BRLMs and the Syndicate Member shall not be allowed to purchase the Equity Shares in any manner, except towards
fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate
Member may purchase Equity Shares in the Issue, either in the QIB Portion or in the Non-Institutional Category as may be
applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own account
or on behalf of their clients. All categories of investors, including respective associates or affiliates of the BRLMs and Syndicate
Member, shall be treated equally for the purpose of allocation to be made on a proportionate basis.
Except for Mutual Funds sponsored by entities which are associates of the BRLMs or AIFs sponsored by entities which are
associates of the BRLMs or FPIs (other than individuals, corporate bodies and family offices) sponsored by entities which are
associates of the BRLMs or insurance companies promoted by entities which are associates of the BRLMs, no BRLMs or their
respective associates can apply in the Offer under the Anchor Investor Portion.
Further, an Anchor Investor shall be deemed to be an “associate of the Lead Manager” if: (i) either of them controls, directly
or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (ii) either of them,
directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is a common
director, excluding nominee director, amongst the Anchor Investors and the BRLMs.
Further, our Promoter and members of the Promoter Group shall not participate by applying for Equity Shares in the Offer,
except in accordance with the applicable law. Furthermore, persons related to our Promoter and the Promoter Group shall not
apply in the Offer under the Anchor Investor Portion. It is clarified that a qualified institutional buyer who has rights under a
shareholders’ agreement or voting agreement entered into with any of our Promoter or members of the Promoter Group of our
Company, veto rights or a right to appoint any nominee director on our Board, shall be deemed to be a person related to our
Promoter or Promoter Group of our Company.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid
cum Application Form. Failing this, our Company and Selling Shareholders, in consultation with the BRLMs reserve the right
to reject any Bid without assigning any reason thereof.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned
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schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and
such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids
clearly indicate the scheme concerned for which the Bid has been made.
No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity related instruments of any single
company provided that the limit of 10% shall not be applicable for investments in case of index funds or exchange traded fund
or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s
paid-up share capital carrying voting rights.
Bids by Eligible NRIs
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied
by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Bidders
bidding on a repatriation basis by using the Non-Resident Forms should authorise their respective SCSB (if they are Bidding
directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to
block their Non- Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) accounts, and eligible
NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorise their respective SCSB (if they are
Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism)
to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of the Bid cum
Application Form.
NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars). Further, subject
to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Offer, provided the UPI facility
is enabled for their NRE/ NRO accounts. NRIs applying in the Offer through the UPI Mechanism are advised to enquire with
the relevant bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form. In accordance with
FEMA Non-debt Instruments Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the
total paid-up equity share capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures
or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together
shall not exceed 10% of the total paid-up equity share capital on a fully diluted basis or shall not exceed 10% of the paid-up
value of each series of debentures or preference shares or share warrant or such other limit as may be stipulated by RBI in each
case, from time to time. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is
passed by the members of the Indian Company in a general meeting. Our Company has, pursuant to a Board resolution dated
December 14, 2023 and Shareholders’ resolution dated December 14, 2023, increased the limit of investment of NRIs and OCIs
from 10% to up to 24% of the paid-up equity share capital of our Company, provided however that the shareholding of each
NRI in our Company shall not exceed 5% of the Equity Share capital or such other limit as may be stipulated by RBI in each
case, from time to time.
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour).
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents ([●]
in colour).
For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning on page 403.
Participation of Eligible NRIs shall be subject to the FEMA Non-debt Instruments Rules.
Bids by HUFs
Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder should specify
that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of
sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by
HUFs will be considered at par with Bids from individuals.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section, the key terms
for participation by Anchor Investors are provided below.
1) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the Book
Running Lead Managers.
2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A
Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100 million.
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3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds subject to valid
Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price.
4) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date and will be completed
on the same day.
5) Our Company in consultation with the Book Running Lead Managers will finalize allocation to the Anchor Investors
on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be
less than: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100
million; (b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50 million per Anchor
Investor; and (c) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five
such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor
Investors for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million per Anchor Investor.
6) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain
by the Book Running Lead Managers before the Bid/ Offer Opening Date, through intimation to the Stock Exchanges.
7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the
Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price.
9) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period
of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to Anchor Investors will
be locked in for a period of 30 days from the date of Allotment.
10) Neither the Book Running Lead Managers or any associate of the Book Running Lead Managers (other than Mutual
Funds sponsored by entities which are associates of the BRLMs or AIFs sponsored by entities which are associates of
the BRLMs or FPIs (other than individuals, corporate bodies and family offices) which are associates of the BRLMs
or insurance companies promoted by entities which are associates of the BRLMs or pension funds sponsored by entities
which are associates of the BRLMs) shall apply in the Offer under the Anchor Investors Portion. For details, see “Offer
Procedure – Participation by the Promoter, Promoter Group, the BRLMs, associates and affiliates of the BRLMs and
the Syndicate Member and the persons related to Promoter, Promoter Group, BRLMs and the Syndicate Member” on
page 389. Further, no person related to the Promoters or Promoter Group shall apply under the Anchor Investors
category.
11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
Bids by Eligible Employees
The Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as to ensure that the
Bid Amount payable by the Eligible Employee does not exceed ₹500,000 on a net basis. However, the initial allocation to an
Eligible Employee in the Employee Reservation Portion shall not exceed ₹200,000. Allotment in the Employee Reservation
Portion will be as detailed in the section “Offer Structure” beginning on page 381.
However, Allotments to Eligible Employees in excess of ₹200,000 shall be considered on a proportionate basis, in the event of
under-subscription in the Employee Reservation Portion, subject to the total Allotment to an Eligible Employee not exceeding
₹500,000. Subsequent under-subscription, if any, in the Employee Reservation Portion shall be added back to the Net Offer.
Eligible Employees Bidding in the Employee Reservation Portion may Bid at the Cut-off Price.
Bids under the Employee Reservation Portion by Eligible Employees shall be:
• Made only in the prescribed Bid cum Application Form or Revision Form.
• Only Eligible Employees (excluding such other persons not eligible under applicable laws, rules, regulations and
guidelines) would be eligible to apply in this Offer under the Employee Reservation Portion.
• In case of joint bids, the sole/ first Bidder shall be the Eligible Employee.
• Bids by Eligible Employees may be made at Cut-off Price.
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• Only those Bids, which are received at or above the Offer Price, would be considered for allocation under this portion.
• The Bids must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as to ensure
that the Bid Amount payable by the Eligible Employee subject to a maximum Bid Amount of ₹500,000 on a net basis.
• Eligible Employees bidding in the Employee Reservation Portion can Bid through the UPI mechanism
• If the aggregate demand in this portion is less than or equal to [●] Equity Shares at or above the Offer Price, full
allocation shall be made to the Eligible Employees to the extent of their demand.
• Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion shall not be treated as
multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or
all categories.
• Eligible Employees should mention their employee number at the relevant place in the Bid cum Application Form or
Revision Form.
In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation
and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000, subject to the maximum value
of Allotment made to such Eligible Employee not exceeding ₹500,000.
Bids by FPIs
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required
to be attached to the Bid cum Application Form, failing which our Company and Selling Shareholders, in consultation with the
BRLMs, reserves the right to reject any Bid without assigning any reason, subject to applicable laws.
To ensure compliance with the applicable limits, SEBI, pursuant to its master circular bearing reference number
SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022 and the SEBI RTA Master Circular, has directed that at the time
of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India for
checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs/ FPI investor group who have
invested in the Offer to ensure there is no breach of the investment limit, within the timelines for Offer procedure, as prescribed
by SEBI from time to time.
Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs
shall not be treated as multiple Bids:
• FPIs which utilise the multi investment manager structure, indicating the name of their respective investment managers
in such confirmation;
• Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative
investments;
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
• FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund has
multiple investment strategies/sub-funds with identifiable differences and managed by a single investment manager;
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as a
single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant FPIs
(with same PAN).
FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified by
the Government from time to time. In terms of the FEMA Non-debt Instruments Rules, for calculating the aggregate holding
of FPIs in a company, holding of all registered FPIs shall be included.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of
the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments (as defined under
the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held
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