Cult.fit IPO DRHP: Rs 950 Crore Fresh Issue, Hrithik Roshan Among Sellers, Key Risks — All You Need To Know

Cult.fit Limited, India's largest fitness chain by number of centres, has filed its draft red herring prospectus with SEBI dated July 6, 2026. Here is everything an investor needs to know from the filing.

The offer comprises a fresh issue of up to Rs 950 crore and an offer for sale of up to 17.86 crore shares. The OFS proceeds go entirely to the selling shareholders and not to the company.

The five book-running lead managers are Axis Capital, Jefferies, JM Financial, Goldman Sachs and Morgan Stanley. The offer will be listed on BSE and NSE. The price band has not yet been set.

Who Is Selling?

The top ten selling shareholders in the OFS:

• MacRitchie Investments Pte. Ltd. (Temasek) — 2.47 crore shares, average acquisition cost Rs 59.85.
• Fitness First Luxembourg — 1.96 crore shares, average cost Rs 12.84.
• IDG Ventures India Fund III — 1.70 crore shares, average cost Rs 36.14.
• Mukesh Bansal — 1.60 crore shares, average cost Rs 14.51.
• Tata Digital — 1.59 crore shares, average cost Rs 105.35.
• Chiratae Trust — 1.11 crore shares, average cost Rs 37.26.
• Bruno Eduard Raschle — 1.02 crore shares, average cost Rs 53.82.
• Schroders Capital — 99.15 lakh shares, average cost Rs 44.80.
• Twenty Nine Capital Partners — 79.12 lakh shares, average cost Rs 27.42.
• Accel India V — 65.32 lakh shares, average cost Rs 44.80.

Hrithik Roshan is also listed as a selling shareholder, offloading up to 6.33 lakh shares received via an NCLT-approved scheme of arrangement.

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Fresh Issue Proceeds Usage

• Rs 276.6 crore — capital expenditure for new Cult Centres
• Rs 217.5 crore — lease and rent payments for existing identified fitness centres
• Rs 120 crore — repayment of Axis Bank borrowings
• Rs 75 crore — brand marketing and advertising
• Rs 23.4 crore — Cultsport EBO expansion
• Balance — general corporate purposes (capped at 25% of gross proceeds)

What The Company Does

Incorporated in 2016 as CureFit Healthcare Private Limited, Cult.fit operates India's largest network of fitness centres — 708 gyms and studios across 77 cities as of March 31, 2026. Alongside its own-brand centres, the company also operates Fitness First India and holds the master franchise rights for Gold's Gym in India, Nepal and Bangladesh, acquired in 2022.

The business runs in two segments. Services covers gym memberships, group classes (formats including HRX, Burn, Pilates and yoga) and the Cult.fit app, which integrates class bookings, progress tracking and online workouts.

Products covers fitness equipment, apparel and accessories sold under the Cultsport brand through its website, app and 29 exclusive branded outlets (EBOs). The company describes itself as the only integrated fitness services and fitness products platform in India.

Mukesh Bansal — co-founder of Myntra — is the company's Managing Director and Executive Chairman. The company has no identifiable promoter.

Key Financials

Revenue from operations grew from Rs 926.66 crore in FY24 to Rs 1,215.54 crore in FY25 to Rs 1,720.61 crore in FY26 — a CAGR of 36.26% over two years, with growth accelerating to 41.55% in FY26. The services segment contributed 69.62% of revenue (Rs 1,197.83 crore) in FY26, and the products segment contributed 30.38% (Rs 522.77 crore).

Adjusted EBITDA turned positive for the first time in FY26, at Rs 144.78 crore (8.41% margin), against a negative Rs 33.53 crore in FY25 and negative Rs 140.19 crore in FY24. Operating cash flows also turned positive at Rs 94.12 crore in FY26.

The company posted a net loss of Rs 251.86 crore in FY26, reduced from Rs 480.83 crore in FY25 and Rs 888.49 crore in FY24. 

The company is filing under Regulation 6(2) of SEBI's ICDR Regulations, the route available to companies that do not meet standard profitability requirements.

Key Operating Metrics

• 987,020 paid members as of March 31, 2026 (up from 833,032 in FY25, 690,657 in FY24)
• 708 fitness centres across 77 cities; 594 integrated with the Cult.fit app
• Member retention rate: 50.88% in FY26 (FY25: 45.87%, FY24: 40.85%)
• Same-centre sales growth: 13.19% in FY26, 14.67% in FY25
• 42,390 units of fitness products sold in FY26
• 85.30% of CultPass members on one-year memberships
• 6,331 employees, including 3,529 trainers

Key Risks

The products arm, Cultsport, has posted segment losses for three consecutive years and remains unprofitable despite ₹23.4 crore of fresh IPO proceeds being earmarked for its expansion.

Nearly one in two members does not renew — the member retention rate stood at 50.88% in FY26. Revenue is also heavily concentrated, with four cities — Delhi-NCR, Mumbai, Bengaluru and Hyderabad — contributing 90.44% of services revenue in FY26.

Corporate memberships, now 11.54% of services revenue. Renewal depends entirely on enterprise-level HR and budget decisions, meaning a single policy change at a large client can eliminate an entire account rather than individual memberships.

The Gold's Gym master franchise agreement carries no automatic renewal right and is contingent on meeting minimum development quotas — the company says it cannot assure it will retain territorial exclusivity.

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Competition

The company competes in services against Anytime Fitness India, Crunch, Fitpass and Snap Fitness, and in products against Decathlon, Adidas India, Puma, Campus Activewear, Cosco and Technogym India, among others.

India's fitness services market is estimated at approximately Rs 25,600 crore in CY25 and is projected to grow at 14–16% CAGR to reach Rs 48,700–53,100 crore by CY30, according to the Redseer Report commissioned by the company. Cult.fit held approximately 5% market share in India's fitness services market in 2025 by value, and was 14-18x the revenue of the second-largest player in FY25.

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