Cash UR Drive Marketing Limited IPOCUDML

The IPO opens on 31 Jul 2025 & closes on 04 Aug 2025.

Cash UR Drive Marketing Limited was originally incorporated on July 06, 2009 as a Private Limited Company as 'Cash UR Drive Marketing Private Limited' with the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh. The Company later converted to Public Limited Company and the name changed to Cash UR Drive Marketing Limited' and a Fresh Certificate of Incorporation was issued on December 01, 2023 by the Registrar of Companies, Chandigarh. CASHurDRIVE was founded by Mr. Raghu Khanna, an IIT alumnus with a B. Tech in Electronics and Communications Engineering from IIT Guwahati, to provide innovative advertising solutions. Initially, Company's focus was on advertising through commercial vehicles, such as cab advertising. As Company expanded, it broadened services including bus branding, auto hood advertising, billboard advertising, and other outdoor media solutions. Further to capitalize on the growth of the Electric Vehicle Industry, it started doing advertisements on EV Vehicles and EV charging and battery swapping stations. Their clients include companies such as Kings XI Punjab, Gujarat Titans, McDonald's, Zomato, NETFLIX-ARCHIES, EMAMI AGROTECH, Pantaloons, G-pay, Nature's Protect, Biryani By Kilo, Indian Oil, Appy Fizz and others, as well as fleet operators for corporates such as Modern and Prasuma. With rise in the EV industry, Company is targeting advertisement on EV Vehicles and EV Station, including strategic partnerships with various operators, securing advertising rights and solidifying its presence. In 2011, the Company collaborated with private cab companies, exclusive partnership with Mega and Meru cabs. This allows to reach a vast audience through mobile advertising on cabs. It further enhanced ts capabilities by establishing an in - house printing and stitching setup in 2015. It entered into partnership with UBER, offering advertising on UBER cabs in 2020 and further entered with Smart Bike for advertising services in 2021. The Company launched the IPO aggregating 44,69,000 equity shares of face value of Rs 10 each by raising Rs 60.78 Crore, comprising a fresh issue of 44,69,000 equity shares aggregating to Rs 58.09 Cr and 2,07,000 equity shares aggregating to Rs 2.69 Cr via offer for sale in August, 2025. Currently, Company is subcontracting the contracts acquired under this segment to one of the promoter group companies, i.e., Cash UR Drive Electric Vehicles Private Limited, which has relevant experience in this segment. Further, it has recently expanded its services to include the setup of EV charging stations and battery swapping stations.

Cash UR Drive Marketing Limited IPO will close on 04 Aug 2025.

<ul><li>Good track record.</li><li>Effective market anticipation.</li><li>Cordial relations with our clients.</li><li>Timely acquisition of media rights.</li><li>Track record of growth and profitability.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Raghu Khanna</td> <td>4628330</td> <td>35.12</td> <td>4628330</td> <td>26.23</td> </tr> <tr> <td>2</td> <td>Parveen K Khanna</td> <td>5577620</td> <td>42.33</td> <td>5577620</td> <td>30.44</td> </tr> <tr> <td>3</td> <td>Bhupinder Kumar Khanna</td> <td>10</td> <td>---</td> <td>10</td> <td>---</td> </tr> <tr> <td>4</td> <td>Pallavi Khanna</td> <td>10</td> <td>---</td> <td>10</td> <td>---</td> </tr> <tr> <td>5</td> <td>Raghu Khanna HUF</td> <td>10</td> <td>---</td> <td>10</td> <td>---</td> </tr> <tr> <td>6</td> <td>Bhupinder Kumar Khanna HUF</td> <td>10</td> <td>---</td> <td>10</td> <td>---</td> </tr> <tr> <td>7</td> <td>Subhash Chander Khurana</td> <td>10</td> <td>---</td> <td>10</td> <td>---</td> </tr> </tbody> </table>

<ul><li>The Company total contingent liability amounting to Rs.1,255.88 Lakhs for the FY 23-24, if the company has to pay the amount then it will be financial challenge for the company, potentially impacting its profitability and financial stability.</li><li>The Company involves in the case of the M/S Cash Ur Drive Marketing Private Limited V. Deputy Commissioner State Tax, Sector-2, Noida, under section 73 of GST Act, against order no. ZD0903230398638 dated 15th September 2020.</li><li>The advertising business relies on having enough space or sites to display ads through the media agency. If the prices for these ad spaces increase significantly or if they become unavailable, it could negatively impact its business and financial performance.</li><li>The Company and Promoters is involved in certain legal proceeding(s) and potential litigations. Any adverse decision in such proceeding(s) may render them liable to liabilities/penalties.</li><li>Its Group Companies have incurred losses during the last three financial years.</li><li>Its top ten clients contribute approximately 63.12%, 68.74% and 83.20% of the company revenues from operations for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 respectively. Any loss of business from one or more of them may adversely affect its revenues and profitability.</li><li>The company's majority revenue from operations for the last 3 years is dependent on Delhi. Any adverse developments affecting the company operations in this region may have an adverse impact on its revenue and results of operations.</li><li>There are certain discrepancies and non -compliances noticed in some of its corporate records relating to forms filed with the Registrar of Companies, taxation authorities and other public authorities.</li><li>The Company had negative operating cash flows in the past years, details of which are given below. Sustained negative cash flow could impact its growth and business.</li><li>The Company has in the past entered into related party transactions which are in non-compliances with Companies Act, 2013 and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on the Company's financial condition and result of operations.</li><li>Its Registered Office, corporate office and the company regional offices are located on premises which are not owned by it and has been obtained on lease basis. Disruption of its rights as licensee/ lessee or termination of the agreements with the company licensors/ lessors may adversely impact its operations and, consequently, the company business, financial condition and results of operations.</li><li>Its may be unable to respond to changes in consumer demands and market trends in a timely manner.</li><li>Any default in its services could incur substantial costs and adverse publicity of the company business may create a liability towards its customers, which ultimately affects the value of the company brand and decrease the sales of the company.</li><li>Defaults or delays in receiving customer payments may affect the company's cash flows, results of operations and financial condition.</li><li>Its growth depends on a large extent on the success of the company end use customers. If there is any downturn in the industries in which its customers operate, it may have an adverse effect on the company business, financial condition and results of operations.</li><li>Its Promoters plays a key role in day to day business operations and the company heavily relies on their knowledge and experience in operating its business and therefore, it is critical for the company business that its promoters remain associated with the company.</li><li>The company relies on third party Printing Facility for fabrication and printing of advertisement material, and any interruption or delay in service could impair its ability to execute the orders of the company customers.</li><li>Its current order book may not fully translate into future income. Some of the company current orders may be modified, cancelled, delayed, put on hold or not fully paid for by its customers, which may adversely affect the company business, financial condition, results of operations and future prospects.</li><li>If the company is not able to obtain, renew or maintain its statutory and regulatory licenses, registrations and approvals required to operate its business, it may have a material adverse effect on the company business, results of operations and financial condition.</li><li>The company has issued Equity Shares during the last one year at a price that may be below the Issue Price.</li><li>The average cost of acquisition of Equity Shares by its Promoters could be lower than the issue price.</li><li>The company is dependent upon few suppliers for procurement of outdoor hoardings & other raw material. In an eventuality where its suppliers are unable to deliver the company the required materials in a time-bound manner it may have a adverse effect on its business operations and profitability. Furthermore, the company has not entered into any long-term agreement or contract of supply of raw materials and consequently are exposed to price and supply fluctuations for its raw materials.</li><li>The company generally do business with its customers on purchase order basis and does not enter into long term contracts with most of them</li><li>Delays in completion of its current and future projects and time overrun may have adverse effect on its business prospects and results of operations.</li><li>The company depends on members of its senior management or other key employees and the company heavily relies on their knowledge and experience in operating its business. Therefore, it is critical for the company business that they remain associated with it.</li><li>The Company requires significant amount of working capital for a continuing growth. If its experience insufficient cash flow from the company operations or are unable to borrow funds to meet its working capital requirements, it may adversely affect the company results of operations.</li><li>Any increase in interest rates would have an adverse effect on its results of operations and will expose the Company to interest rate risks.</li><li>There may be potential conflicts of interest if its Promoters or Directors get involved in any business activities that compete with or are in the same line of activity as its business operations.</li><li>The company operates in a competitive business environment and its inability to compete effectively may adversely affect the company business, results of operations, financial condition and cash flows.</li><li>Its business relies heavily on technology, and any disruptions or failures in the company technology systems could have a major impact on its operations.</li><li>Employee fraud or misconduct could harm it by impairing the company ability to attract and retain clients and subject it to significant legal liability and reputational harm.</li><li>Its Promoters as well as Directors holds Equity Shares in the Company and are therefore interested in the company's performance in addition to their remuneration and reimbursement of expenses.</li><li>If the company is unable to establish and maintain an effective internal controls and compliance system, its business and reputation May be adversely affected.</li><li>Its Promoters and members of the Promoter Group will continue jointly to retain majority control over the Company even after the Issue which will allow them to determine the outcome of matters submitted to shareholders for approval.</li><li>Its business, financial condition and result of operations may be adversely affected by global health epidemics, such as COVID-19 outbreak.</li><li>Its insurance coverage may not be adequate to protect the company against certain operating hazards and this may have a adverse effect on its business.</li><li>Its Promoters have interest in the Company, other than reimbursement of expenses incurred or remuneration.</li><li>The company has not made any dividend payments in the past and its ability to pay dividends in the future will depends upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in its financing arrangements.</li><li>There is no monitoring agency appointed by the Company to monitor the utilization of the Issue proceeds.</li><li>The Price of its Equity Shares may be volatile, or an active trading market may not develop.</li><li>The Objects of the Issue for which funds are being raised, are based on its management estimates and any bank or financial institution or any independent agency has not appraised the same. The deployment of funds in the project is entirely at its discretion, based on the parameters as mentioned in the chapter titles "Objects of the Issue".</li><li>Strikes, work stoppages or increased wage demands by its employees or any other kind of disputes with the company employees/workmen in future could adversely affect its business and results of operations.</li><li>The company cannot assure you that its equity shares will be listed on the SME platform of NSE in a timely manner or at all, which may restrict your ability to dispose of the equity shares.</li><li>Sale of Equity Shares by its Promoters or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.</li><li>After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.</li><li>The Issue price of its Equity Shares may not be indicative of the market price of the company Equity Shares after the Issue. The market price of its Equity Shares may decline below the issue price and investors may not be able to sell Equity Shares at or above the Issue Price.</li><li>Its contingent liabilities as stated in the company Restated Financial Statements could adversely affect its financial conditions.</li><li>There are certain outstanding litigations pending against the company Promoters and group companies which, if determined adversely, could adversely affect its business, results of operations and financial condition.</li><li>Its major revenue is sourced from Outdoor media and Transit media. The company inability or failure to manage and attract more clients under these services could adversely affect its business.</li><li>The company had negative cash flows from operating, investing and financing activities as per the restated financial statements in the past and may continue to have negative cash flows in the future.</li><li>The company depends on a limited number of customers for a significant portion of its revenues. The loss of a major customer or significant reduction in demand from any of its major customers may adversely affect the company business, financial condition, results of operations and prospects.</li><li>The restated financial statements have been provided by pee- reviewed chartered accountants who are not statutory auditors of the Company.</li><li>Certain differences exist between the Audited Financial Statements and the Restated Financial Statements of the Company, which may impact investors' understanding of its financial condition and historical performance.</li><li>Conflicts of interest may arise out of common business undertaken by the Company and our promoter Group Companies.</li><li>The Company has entered into certain related party transactions at arm length price in the past and may continue to do so in the future.</li><li>The related party transactions reported by its group companies and the related party transactions reported in the company Restated Financial Statements may vary, which may impact investors' understanding of its financial statements and related party transactions.</li><li>The Company may incur penalties or liabilities for non-compliances with certain provisions of the Companies Act and other applicable laws in the last three (3) Years.</li><li>The Company may incur penalties or liabilities for delays in filings with certain provisions of the GST Act, Income Tax Act, and other applicable laws in the last 5 Years.</li><li>Its advertising business is dependent on securing advertising space or sites to display ads across various media platforms. If the company is unable to secure advertisement rights and space within time, it could negatively impact its business and financial performance.</li><li>Its top four states contribute the company major revenue for year ended 31st March 2025, 2024, 2023. Any loss of business from one or more of these states may adversely affect its revenues and profitability.</li><li>The Company requires significant amount of working capital for a continuing growth. Its inability to meet the company working capital requirements may adversely affect its results of operations.</li><li>The Company have CARO remarks pertaining to loans and advances given, outstanding dues related to income tax and GST, as highlighted in CARO report of previous financial years, which may result in financial strain, regulatory penalties, and increased scrutiny.</li><li>The Company does not own the premises through which its conduct the company business operations.</li><li>The object of the issue is to invest in technology and setting up of in house printing facility and any failures to complete the planned investments or delays in implementation could hinder its operational efficiency.</li><li>Its funding requirements and proposed deployment of the Net Proceeds have not been appraised by a bank or a financial institution and if there are any delays or cost overruns, the company may have to incur additional cost to fund the objects of the Issue because of which its business, financial condition and results of operations may be adversely affected</li><li>Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>Its business growth depends on a large extent to the success of the company customers. If there is any downturn in the industries in which its customers operate, it may have an adverse effect on the company business, financial condition and results of operations.</li><li>The Company has generated revenue from the existing or old customers. Any change or Fluctuation in the number of customers renewed and discontinued in the last three years would adversely affect its revenue from operations.</li><li>The company's ability to secure advertising contracts through tender bids is subject to competition, pricing strategies, and client requirements, with no guarantee of success. Failures to win key tenders could limit business opportunities and hinder growth prospects.</li><li>Its employees play a key role in day-to-day business operations, and the company heavily relies on its human resources and their knowledge and experience in operating its business. Further, hire, retain, train, and motivate qualified personnel may adversely effect the company operations.</li><li>Its prospective customer base may reduce if they choose to carry out advertising, market research, and data analysis in-house, which may adversely impact the company business, financial condition and results of operations.</li><li>Its may be unable to respond to changes in consumer demands and market trends in a timely manner.</li><li>Any default in its services could incur substantial costs and adverse publicity of the company business may create a liability towards its customers, which ultimately affects the value of the company brand and decrease the sales of the company.</li><li>The intellectual Property Rights used by the company are registered in the name of the company. However, any infringement of third-party intellectual property rights or failures to protect its intellectual property rights may adversely affect the company business.</li><li>Its Group Companies have incurred losses during the last three financial years.</li><li>Its inability to adequately adapt to competitive pricing models to retain existing clients and attract prospective clients.</li><li>The company depends upon a limited number of suppliers for providing media rights and services. Any dispute with one or more of them may adversely affect its business operations.</li><li>The company relies on third party Printing Facility for printing of advertising material, and any interruption or delay in service could impair its ability to execute the orders of the company customers.</li><li>Its Promoters and management team play a key role in day-to-day business operations and we heavily relies on their knowledge and experience in operating the company business. Their involvement is essential to its business's success as they have been instrumental in shaping its growth. Further, the company inability to retain its management team, KMPs and SMPs may have an adverse effect on the company operations.</li><li>Its insurance coverage in connection with the company business may not be adequate and may adversely affect its operations and profitability.</li><li>The company has obtained certain secured loans which may be repayable on demand if called upon. Further, fluctuation of Interest rate may adversely affect the Company's business.</li><li>Its Promoters and promoter group have significant controlling interest over the Company and have the ability to direct our business and affairs; their interests may conflict with your interests as a shareholder. Further they have interests in the Company other than reimbursement of expenses incurred or normal remuneration or benefits.</li><li>As an integral aspect of its business operations, it is necessary for the company to provide bank guarantees and additional guarantee to certain clients. Failing to secure these guarantees or the activation of such guarantees has the potential to negatively impact its cash flows and financial standing.</li><li>If the company fails to maintain an effective system of internal controls, its may not be able to successfully manage or accurately report the company financial risk.</li><li>Its marketing and advertising activities may not be successful in increasing the popularity of the Company among customers. If its marketing or advertising initiatives are not effective, this may affect the popularity of the Company.</li><li>The company is dependent on its information technology systems and any disruption, failures, or security breach in these systems could adversely affect its business operations and financial performance. Further, the company has not adopted data security policy.</li><li>Its business may be adversely affected by fraud, theft, employee negligence, data theft, cybersecurity breaches, or other similar incidents.</li><li>The average cost of acquisition of Equity Shares by its Promoters could be lower than the Issue Price.</li><li>The company generally do business with its customers on a purchase order basis and do not enter into long-term contracts with most of them.</li><li>Some of the company's Board of Directors does not have experience of listed companies.</li><li>Its results of operations and cash flows could be adversely affected if the Company are unable to collect the dues and receivables from the clients.</li><li>The results of operations and the key business measures are subject to quarterly variations.</li><li>The company will not receive any proceeds from the Offer for Sale. The Selling Shareholder will receive the entire proceeds from the Offer for Sale.</li><li>One of its directors, Ms. Parveen K Khanna, has over 30 years of experience. However, this has not been formally disclosed due to the non-availability of her experience certificates, which are currently untraceable.</li><li>The requirements of being a listed company may strain its resources.</li><li>Due to low entry barriers in the marketing and advertising industry, the Company is constantly competing with new entrants providing niche services.</li><li>Compliance with, and changes to, environmental, health and safety laws, as well as various labour and workplace-related regulations, may increase its operational and compliance costs and could adversely affect the company business and results of operations.</li><li>The Company's operation and growth is dependent upon successful implementation of its business strategies.</li><li>Certain key performance indicators for certain listed industry peers included in this Red Herring Prospectus have been sourced from public sources and there is no assurance that such financial and other industry information is complete.</li><li>Industry information included in this Red Herring Prospectus has been derived from industry reports and information available on various website. The reliability on the forecasts of the reports could be incorrect and would significantly impact its operations.</li><li>The company has not identified any alternate source of funding and hence any failure or delay on its part to mobilize the required resources or any shortfall in the issue proceeds may delay the implementation schedule.</li><li>Its ability to pay dividends in the future may be affected by any material adverse effect on the company future earnings, financial condition or cash flows.</li><li>The company requires certain approvals and licenses in the ordinary course of business and the failures to successfully obtain/renew such registrations would adversely affect its operations, results of operations and financial condition.</li><li>The Company's future funding requirements, in the form of further issue of capital or other securities and/or loans that might be availed by it, may turn out to be prejudicial to the interest of the shareholders depending upon the terms and conditions on which they are raised.</li></ul>

The Issue type of Cash UR Drive Marketing Limited is Book Building - SME.

The minimum application for shares of Cash UR Drive Marketing Limited is 2000.

The total shares issue of Cash UR Drive Marketing Limited is 4676000.

Initial public offering up to 46,76,000 equity shares of Rs. 10/- each ("Equity Shares") of Cash UR Drive Marketing Limited ("CUDML" or the "Company") for cash at a price of Rs. 130/- per equity share (the "Issue Price"), aggregating to Rs. 60.79 crores ("the Offer"), comprising a fresh issue of up to 44,69,000 equity shares aggregating to Rs. 58.10 crores by the company ("Fresh Issue") and an offer for sale of up to 2,07,000 equity shares by Parveen K Khanna ("the Promoter" or "the Selling Shareholder") aggregating to Rs. 2.69 crores ("Offer for Sale"). Out of the offer, 2,59,000 equity shares aggregating to Rs. 3.37 crores will be reserved for subscription by market maker ("Market Maker Reservation Portion"). The offer less the market maker reservation portion i.e. offer of 44,17,000 equity shares of face value of Rs. 10.00/- each at an issue price of Rs. 130/- per equity share aggregating to Rs. 57.42 crores is hereinafter referred to as the "Net Offer". The offer and the net offer will constitute 26.50 % and 25.03 %, respectively of the post issue paid up equity share capital of the company.