Cult.fit IPO DHRP Analysis
Updated: Aug 11
IPO Analysis | BSE and NSE Main Board | Fresh Issue: Rs.950 Crore | OFS: 17,86,09,200 Shares | Regulation 6(2)
Based on Draft Red Herring Prospectus dated July 6, 2026 | India's Largest Fitness and Active Lifestyle Platform | 708 Fitness Centers, 77 Cities
STATUS: DRHP FILED | No Identifiable Promoter | Regulation 6(2) Route | Pre-SEBI Observation Stage | Fresh Issue: Rs.950 Cr | OFS: Rs.~[TBD] Cr | Adj. EBITDA Positive FY2026 | Still Loss-Making |
Cult.fit Limited (formerly Cult.fit Private Limited and before that CureFit Healthcare Private Limited) is India's largest fitness and active lifestyle platform by number of fitness centers, with 708 fitness centers spread across 77 cities in India as of March 31, 2026.
The company's registered office is at 3rd Floor, Plot No. 269, Sy. No. 439/1B, Rajiv Gandhi Road, HSR Layout, Sholinganallur, Saidapet, Kanchipuram, Chennai, Tamil Nadu and its corporate office is at Curefit HQ, 17/17C, 18th Cross, Sector 3, BDA, Bengaluru 560102, Karnataka. Its website is www.cult.fit. Its CIN is U74999TN2016PLC176669. The company is a professionally managed company with no identifiable promoter as defined under the SEBI ICDR Regulations.
Two business segments: (1) Fitness Services (69.62% of FY2026 revenue, Rs.11,978.32 million): includes at-center fitness through gym memberships (Cultpass Elite and Cultpass Pro), trainer-led group classes (strength and conditioning, dance, yoga, boxing), sports facilities (swimming, racquet sports) and at-home digital fitness through the Cult.fit app (Cult Home live/on-demand classes, Cult Transform coaching for weight loss).
Service delivery is through a network of 708 fitness centers as of March 31, 2026, operated under the Cult brand and 141 Gold's Gym branded centers under a franchise arrangement with Gold's Gym Franchising LLC, USA. (2) Fitness Products (30.38% of FY2026 revenue, Rs.5,227.74 million): through the subsidiary Cultsport Private Limited, the company sells fitness equipment (indoor and outdoor), recovery products (massage chairs, massagers), fitness accessories, activewear (apparel and footwear), and related products.
Products are sold via the Cult.fit app, website, own offline stores (Exclusive Brand Outlets), and third-party online marketplaces (38.90% of Products revenue in FY2026).
Technology as core enabler: the company deploys technology across all aspects of the platform, including personalised workout recommendations, AI-driven decisioning, standardised service delivery, capacity optimisation, and operational efficiency tools that enable consistent service quality across 708 centers. Technology underpins the integrated member experience from discovery to workout booking to product purchase.
Market positioning: according to the commissioned Redseer Report, India has approximately 3 to 4 fitness centers per 100,000 population (versus 15 to 20 in the US and 10 to 12 in China), and only approximately 1% of India's population holds a fitness center membership (versus approximately 25% in the US).
Cult.fit claims the leading position in this large, underpenetrated market: more than four times the number of fitness centers versus the second largest player, and 14 to 18 times the revenue of the second largest player in FY2025, per Redseer. The company also holds the most recognisable fitness brand in India as of the Redseer Report.
No identifiable promoter structure: the company is backed by institutional investors including Tata Digital Private Limited, MacRitchie Investments Pte. Ltd. (Temasek-affiliated), Accel Group, IDG Ventures India, Kalaari Capital, Chiratae Trust, Schroders Capital, Fitness First Luxembourg (which acquired the Gold's Gym India network and subsequently invested), and several others. The co-founders Mukesh Bansal and Ankit Nagori are among the individual selling shareholders in the OFS.
Key Basics
This is a DRHP (Draft Red Herring Prospectus) dated July 6, 2026, filed under Regulation 6(2) of SEBI ICDR Regulations. The company explicitly states it does not fulfil the requirements under Regulation 6(1)(a) and 6(1)(b) (the standard profitability-based main board eligibility route). Price Band, bid dates, and all items remain undetermined at this pre-SEBI observation stage. Pre-IPO Placement of up to Rs.190 Crore may be considered prior to RHP filing.
Document Type | Draft Red Herring Prospectus (DRHP) dated July 6, 2026. Pre-SEBI observation stage. All items including Price Band, bid dates, and OFS amounts to be finalised at RHP stage. |
Offer Structure | Fresh Issue of Equity Shares aggregating up to Rs.9,500 million (Rs.950 Crore) + OFS of up to 17,86,09,200 Equity Shares by multiple Selling Shareholders. OFS rupee amount TBD. |
Pre-IPO Placement | Company may consider Pre-IPO Placement of Specified Securities aggregating up to Rs.1,900 million (Rs.190 Crore) prior to RHP filing. If done, Fresh Issue size reduces proportionally. |
Face Value | Rs.1 per Equity Share |
Promoter Structure | No identifiable promoter. Professionally managed company. |
Top OFS Sellers | MacRitchie Investments Pte. Ltd. (WACA Rs.59.85, up to 2,46,64,113 shares); Fitness First Luxembourg S.C.A. (WACA Rs.12.84, up to 1,95,97,242 shares); IDG Ventures India Fund III LLC (WACA Rs.36.14); Mukesh Bansal (co-founder, WACA Rs.14.51, up to 1,60,21,780 shares); Tata Digital Private Limited (WACA Rs.105.35, up to 1,58,62,353 shares); and others. |
Eligibility | Regulation 6(2) of SEBI ICDR Regulations. Company explicitly states it does not fulfil Regulation 6(1)(a) and 6(1)(b) profitability track record requirements. |
Listing Exchanges | BSE Limited and National Stock Exchange of India (NSE). |
BRLMs | Axis Capital Limited, Jefferies India Private Limited, JM Financial Limited, Goldman Sachs (India) Securities Private Limited, and Morgan Stanley India Company Private Limited (5 BRLMs). |
Listed Industry Peers | None. The DRHP explicitly states: 'Since there are no listed peer companies in India or globally that engage in a business similar to that of our Company. Accordingly, it is not possible to provide an industry comparison in relation to our Company.' |
Bid/Offer Dates | To be announced after SEBI observations and RHP filing. |
The OFS proceeds go entirely to the Selling Shareholders. The Fresh Issue Net Proceeds (up to Rs.950 Crore, less issue expenses) are deployed across six distinct objects, with new fitness center and lease expansion dominating.
Object | Amount (Rs. Crore) | Details |
Capital expenditure: new Cult Elite and Cult Neo fitness centers | 276.60 | Setting up new Cult Elite and Cult Neo format centers across India. Cult Elite centers are premium full-service gyms, while Cult Neo centers target a broader price segment. This directly expands the network beyond the current 708 centers, supporting the company's strategy of widening its geographic and price-segment reach. |
Lease/rent/license payments for existing identified fitness centers | 217.50 | Pre-payment or payment of lease and license obligations for existing identified fitness centers. Given the company's network of 708 leased fitness centers, and the 3-year to 15-year typical lease tenures, this allocation provides runway for obligations on existing sites, reducing near-term financing requirements from operations. |
Repayment or prepayment of borrowings | 120.00 | Partial debt reduction. The company had a note from Axis Bank (an affiliate of BRLM Axis Capital) among its borrowing arrangements, which the DRHP discloses was sanctioned separately from Axis Capital's BRLM role. |
Brand marketing, advertising, and business promotion | 75.00 | Investment in brand awareness and consumer acquisition campaigns for both the fitness services and products businesses under the Cult.fit and Cultsport brands. |
Investment in Cultsport Private Limited for EBOs | 23.40 | Capital expenditure for setting up new Exclusive Brand Outlets (EBOs) for Cultsport Private Limited, the fitness products subsidiary, to expand offline retail presence for activewear and fitness equipment. |
General Corporate Purposes | [TBD] | Capped at 25% of Gross Proceeds. To be finalised upon Issue Price determination. Total not to exceed 25% of Gross Proceeds from Fresh Issue. |
TOTAL NET PROCEEDS | Rs.950 Crore (gross) | All six identified objects total Rs.712.50 Crore. Remainder (up to 25% of Gross Proceeds) available for GCP. None of the Objects have been appraised by any bank or financial institution. |
The use of proceeds is multi-purpose and growth-forward: new center capex plus lease pre-payments together account for approximately 69% of identified objects, directly funding the company's primary growth lever (expanding network density and locking in location rights).
The inclusion of brand marketing (Rs.75 Crore) reflects the ongoing need to invest in consumer acquisition in a competitive fitness market, while EBO expansion addresses the products segment's offline distribution gap.
Financial Performance
Note: All figures in Rs. million unless stated. All amounts in Rs. Crore also provided for context. Financial periods: Fiscal 2026 (year ended March 31, 2026), Fiscal 2025 (year ended March 31, 2025), Fiscal 2024 (year ended March 31, 2024). Restated Consolidated Financial Information under Ind AS. Statutory auditor: Not separately named in sections reviewed. KPIs certified by Manian and Rao, Chartered Accountants (FRN No. 001983S).
The single most important headline about Cult.fit's financials: this is a company that has demonstrated a dramatic improvement trajectory but remains loss-making on a statutory (Ind AS) basis. The shift from statutory losses to Adjusted EBITDA positivity in FY2026 is the central financial story, and the speed of this improvement across just two years is striking.
However, investors must clearly understand the distinction between Adjusted EBITDA (which excludes multiple large non-cash items) and statutory loss before evaluating this offering.
Revenue, Adjusted EBITDA, and Losses
Metric | FY2026 (Rs. Mn) | FY2025 (Rs. Mn) | FY2024 (Rs. Mn) |
Revenue from Operations | 17,206.06 | 12,155.36 | 9,266.62 |
Revenue from Operations (Rs. Crore) | Rs.1,721 Cr | Rs.1,216 Cr | Rs.927 Cr |
Revenue Growth % YoY | +41.55% | +31.17% | N/A |
2-Year CAGR (FY2024 to FY2026) | 36.26% |
|
|
Revenue from Services (Rs. Mn) | 11,978.32 | 8,890.86 | 6,698.86 |
Services as % of Revenue | 69.62% | 73.14% | 72.29% |
Revenue from Products (Rs. Mn) | 5,227.74 | 3,264.50 | 2,567.76 |
Products as % of Revenue | 30.38% | 26.86% | 27.71% |
Other Income | 812.10 | 564.97 | 1,004.56 |
Total Income | 18,018.16 | 12,720.33 | 10,271.18 |
Adjusted EBITDA (Rs. Mn) | 1,447.80 | (335.32) | (1,401.90) |
Adjusted EBITDA Margin % | 8.41% | (2.76%) | (15.13%) |
Segment Result: Services (Rs. Mn) | 2,100.81 | 548.31 | (75.58) |
Segment Margin: Services % | 17.54% | 6.17% | (1.13%) |
Segment Result: Products (Rs. Mn) | (573.71) | (799.43) | (1,222.69) |
Segment Margin: Products % | (10.97%) | (24.49%) | (47.62%) |
Loss for the Year (Statutory PAT) | (2,518.58) | (4,808.26) | (8,884.91) |
Loss as % of Revenue from Ops. | (14.64%) | (39.55%) | (95.88%) |
Loss Reduction % YoY | 47.64% improvement | 45.87% improvement | N/A |
Depreciation and Amortisation (Rs. Mn) | 2,271.06 | 2,376.40 | 2,123.23 |
Finance Costs (Rs. Mn) | 1,254.49 | 1,094.92 | 878.20 |
Total Share-based Payment Expense (Rs. Mn) | 216.69 + 61.36 (SAR) | 168.57 | N/A |
Net Cash from Operating Activities (Rs. Mn) | 941.19 | 119.91 | (2,307.27) |
No. of Paid Members (end of year, in 000s) | 987 | 833 | 691 |
No. of Fitness Centers | 708 | 690 | 588 |
No. of Units Sold (Products, in 000s) | 4,239 | 3,038 | 1,904 |
Loss Per Share: Basic and Diluted (Rs.) | (3.25) | 6.91 [per DRHP] | (2.14) |
The trajectory from FY2024 to FY2026 is one of the most rapid financial improvements seen in recent Indian new-age company history. Revenue grew at a 36.26% CAGR to Rs.1,721 Crore in FY2026. Adjusted EBITDA swung from negative Rs.1,401.90 million (negative 15.13% margin) in FY2024 to positive Rs.1,447.80 million (8.41% margin) in FY2026.
The Services segment turned profitable at the segment level (17.54% margin in FY2026 versus negative 1.13% in FY2024). The Products segment remains loss-making but significantly improved (negative 10.97% in FY2026 versus negative 47.62% in FY2024).
Understanding the statutory loss vs Adjusted EBITDA divergence is essential. The Rs.2,518.58 million statutory loss in FY2026 despite positive Adjusted EBITDA of Rs.1,447.80 million is explained by the large non-cash items added back: depreciation and amortisation of Rs.2,271.06 million (driven by right-of-use asset amortisation on 708 leased fitness centers), finance costs of Rs.1,254.49 million (largely lease liability interest), share-based payment expenses, and exceptional items (goodwill and intangible impairments).
The distinction between cash economics and Ind AS reporting is structural in a business built on long-term operating leases, and Adjusted EBITDA is therefore a more operationally meaningful measure than statutory PAT for evaluating Cult.fit's current financial position.
Operating cash flow turned decisively positive in FY2026 (Rs.941.19 million) after improvement in FY2025 (Rs.119.91 million) and a deeply negative FY2024 (negative Rs.2,307.27 million). This cash generation improvement at the operating level, despite the statutory loss, is a critical validation of the Adjusted EBITDA improvement.
Balance Sheet Summary
Item | FY2026 (Rs. Mn) | FY2025 (Rs. Mn) | FY2024 (Rs. Mn) | |
Equity Share Capital | 22.85 | 22.85 | 18.69 | |
Other Equity | 12,467.19 | 12,467.19 | 14,155.33 | |
Retained Earnings / Accumulated Losses | (5,830.01) | (3,152.81) | (1,222.62) | |
Total Equity (excl. NCI) | 6,660.03 | 9,337.23 | 12,951.40 | |
Non-Controlling Interests | 149.17 | (112.25) | (100.91) | |
Total Assets | 31,032.00 | 29,262.31 | 30,318.52 | |
Cash and Cash Equivalents at Year End | 1,728.93 | (86.10) | 451.41 | |
Accumulated Losses growing each year | Equity eroded from Rs.12,951 Cr (FY24) to Rs.6,660 Cr (FY26) due to recurring losses | |||
The balance sheet shows accumulated losses growing each year, steadily eroding the equity base. Total equity attributable to the parent has declined from Rs.12,951.40 million (FY2024) to Rs.6,660.03 million (FY2026), as cumulative statutory losses exceed fresh equity infusions. The accumulated deficit in retained earnings reached Rs.5,830.01 million by March 2026. This equity erosion is a structural feature of a loss-making business and will continue until the company achieves statutory profitability.
How Does It Compare to Peers?
This section is structurally unusual: Cult.fit's DRHP explicitly and directly states that no comparable listed peer companies exist anywhere in India or globally. This is the DRHP's own language: 'Since there are no listed peer companies in India or globally that engage in a business similar to that of our Company. Accordingly, it is not possible to provide an industry comparison in relation to our Company.'
Context | Observation |
Stated Peer Group | None. The company states no comparable listed peer exists in India or globally. |
Why No Listed Peers? | Cult.fit operates across both fitness services (gyms/studios at scale) and fitness products (equipment, activewear) simultaneously, an integrated omnichannel model not replicated by any listed entity. Indian listed fitness companies are not yet present in comparable scale. |
Partial Comparables | Planet Fitness and Life Time Fitness (US-listed gym chains) operate fitness services but not products. Lululemon, Decathlon, and Nike operate in fitness products/activewear but not services. No single company does both at scale. |
Valuation Approach | With no peer P/E or EV/EBITDA benchmarks, valuation will be entirely based on Price Band-implied multiples to Adjusted EBITDA or EV/Revenue. The Price Band, once announced, should be assessed against the company's own growth and margin trajectory. |
Zomato Reference | The DRHP mentions Zomato Limited once (in a shareholder context), not as a business peer. Consumer internet platform multiples broadly, rather than direct fitness sector comparables, may inform investor reference points. |
Key Risks
l Regulation 6(2) eligibility explicitly confirms the company does not meet standard main board profitability requirements: the DRHP front page states the Offer is made under Regulation 6(2) as the company does not fulfil requirements under Regulation 6(1)(a) and 6(1)(b). The company has never achieved statutory profitability and has accumulated losses of Rs.5,830 million as of March 31, 2026. Investors are evaluating a loss-making business at an early stage of its profitability journey.
l Statutory loss of Rs.2,518.58 million persists in FY2026 despite Adjusted EBITDA improvement: the gap between Adjusted EBITDA (positive Rs.1,447.80 million) and the statutory loss (negative Rs.2,518.58 million) is approximately Rs.3,966 million, driven primarily by depreciation/amortisation of Rs.2,271 million and finance costs of Rs.1,254 million on the 708-centre lease portfolio. The company's path to statutory profitability requires either further top-line and margin expansion to absorb this fixed-cost base, or a reduction in the ROU asset and lease liability pool (fewer centers or lease renegotiations).
l No identifiable promoter creates governance structure where no single party bears accountability of a controlling shareholder: while institutional investors (Tata Digital, Accel, MacRitchie, etc.) provide oversight through board representation, the absence of a promoter means there is no single party with the controlling-shareholder accountability and alignment that retail investors might expect in traditional family-founded Indian businesses.
l Products segment remains loss-making at negative 10.97% segment margin in FY2026 and has generated significant cumulative losses: the Products business lost Rs.573.71 million in FY2026 on revenue of Rs.5,227.74 million. While this is a significant improvement from negative 47.62% margin in FY2024, it remains deeply unprofitable. Competing against well-capitalised global players (Decathlon, Nike, Adidas) and e-commerce giants in fitness products is structurally challenging.
l Gold's Gym franchise agreement (covering 141 fitness centers, 19.93% of total network) creates operational dependency and termination risk: approximately 20% of the fitness center network operates under the Gold's Gym Franchising LLC brand name, contributing Rs.480.08 million (4.01% of Services revenue) in FY2026. Termination, non-renewal, or unfavourable modification of this franchise arrangement would directly impair the centers' brand positioning and may require capital expenditure to rebrand and potentially trigger lease exit costs.
l Heavy reliance on long-term operating leases for all 708 fitness centers creates large fixed-cost obligations regardless of performance: the company has committed to multi-year lease terms (typically 3 to 15 years) with lock-in periods and rent escalations for its entire fitness center portfolio. If any centers underperform, the company may remain liable for the full unexpired lease term or pay rent for the entirety of the lock-in period on early exit. Depreciation and finance costs from these leases are the primary drivers of the statutory loss.
l 38.90% of Products revenue depends on third-party online marketplaces: a significant share of fitness products revenue is generated through third-party e-commerce platforms (Amazon, Flipkart, quick-commerce). Changes in commission rates, platform policies, or algorithms on these marketplaces could materially impact revenue. Competition within marketplace listings is intense and may require continued spending on marketing and discounting.
l Conflict of interest note: Axis Bank (affiliate of BRLM Axis Capital) has a lending relationship with the company. The DRHP discloses this and states the loan was sanctioned independently, but investors should note the relationship between a lender-affiliated BRLM and the issuer.
l No listed comparable peer and Regulation 6(2) route limit the benchmarking tools available to retail investors: without a peer group P/E or a standard profitability track record, valuation assessment requires significantly more analytical capability and understanding of new-age consumer internet businesses than typical SME or main board IPO analysis allows.
l Historically high cash burn now largely controlled but history of large losses creates uncertainty: the company burned Rs.2,307.27 million in operating cash in FY2024 before reaching Rs.941.19 million positive in FY2026. This rapid improvement is encouraging but the reversal of improvement (for example, in a slowdown scenario) could quickly re-accelerate cash consumption given the large fixed-cost lease base.
Positives to Note
l Revenue grew at 36.26% CAGR over two years to Rs.1,721 Crore in FY2026, with acceleration to 41.55% in the most recent year: this is among the strongest reported revenue growth trajectories of any major consumer business in India. Both segments are growing rapidly: Services grew from Rs.6,699 million to Rs.11,978 million, and Products grew from Rs.2,568 million to Rs.5,228 million.
l Adjusted EBITDA turned decisively positive in FY2026 at Rs.1,447.80 million (8.41% margin), a swing of Rs.2,849.70 million from FY2024: the speed of this improvement, from negative 15.13% to positive 8.41% in two years, reflects genuine operating leverage as revenue scaled across a partially fixed-cost base, and disciplined cost management particularly in the loss per center metric.
l Services segment profitability reached 17.54% margin in FY2026, confirming the core business model viability: the fitness services business, which is the majority of revenue and the brand foundation, is now generating meaningful positive segment results after being marginally loss-making as recently as FY2024. This confirms the unit economics of the fitness center model at scale.
l Operating cash flow turned strongly positive at Rs.941.19 million in FY2026: this is the most tangible confirmation that the Adjusted EBITDA improvement is cash-backed rather than accounting-driven. The company is now generating real cash from operations after deeply negative FY2024, reducing its dependence on equity raises and borrowings to fund operations.
l 987,000 paid members at end of FY2026 (up from 691,000 in FY2024) and 4.2 million product units sold demonstrate genuine consumer demand and platform adoption: paid subscriber growth of 42.8% over two years, combined with product unit sales growth of 122.6%, shows the platform is successfully converting awareness into paying customer relationships across both segments.
l Market leadership in a structurally underpenetrated market with long runway: India's 1% fitness membership penetration rate versus 25% in the US suggests a multi-decade growth opportunity. Cult.fit's first-mover advantage, brand recognition, and integrated platform position it to capture disproportionate share of this expansion.
l Institutional shareholder base with credible investors (Tata Digital, Accel, Temasek-affiliated MacRitchie, Kalaari) provides governance quality and prior validation of the business model: the investor roster reflects multiple rounds of due diligence by sophisticated institutions, providing a measure of prior validation, though past investor confidence does not guarantee future returns.
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