Ola Electric Mobility Ltd. moves to reshape its capital structure

The Letter of Offer does not provide a clean three-way capex split. Its formal allocation is:

The Rs 50 Crores of R&D, Rs 200 Crores of manufacturing-related expenditure, Rs 100 Crores of stores/service expenditure and Rs 50 Crores of sales and marketing together comprise the Rs 400 Crores earmarked for organic-growth initiatives. The total net proceeds are Rs 983.99 Crores, with a further Rs 350 Crores allocated to debt repayment. ^{[1] [2]}

The Rs 200 Crores should not be treated as pure plant-and-equipment capex. The Letter of Offer describes this bucket primarily as manufacturing and supply-chain operating expenditure, including raw materials, manpower, utilities, process enhancement, trial production, certification, capacity utilisation and operationalisation of manufacturing capacity. ^[3] The R&D allocation similarly covers employee and engineering costs, software, prototyping, testing, validation and certification. ^[2]

Working-capital treatment is broad rather than ring-fenced. The Letter of Offer places working-capital requirements under general corporate purposes, which is shown at Rs 233.99 Crores in the formal proceeds table. A later narrative passage refers to Rs 234.40 Crores, creating a Rs 0.41 Crore internal inconsistency; the Rs 233.99 Crores figure reconciles arithmetically with Rs 983.99 Crores of net proceeds. ^{[1] [4]}

Reconciliation with the IPO roadmap

The reconciliation is therefore thematic and incremental, not a one-for-one capex bridge:

• The IPO had originally earmarked Rs 350 Crores for organic-growth initiatives, subsequently revised to Rs 1,300.64 Crores; Rs 127.91 Crores remained unutilised as of September 20, 2026. ^[5]
• The rights issue continues to fund the same broad platform—EV manufacturing, cell operations, R&D and distribution—but the company states that the new proceeds address current and incremental requirements and are not a duplication of earlier IPO or QIP utilisation. ^[6]
• Accordingly, the new Rs 200 Crores manufacturing allocation is best read as funding the ramp-up and operating requirements of capacity, rather than as a separately disclosed addition to the IPO’s fixed-asset capex roadmap. The Letter of Offer does not map this amount to specific IPO projects, assets or commissioning milestones, so a precise project-by-project reconciliation with the IPO prospectus cannot be established from the stated allocations.

The Letter of Offer specifies one subsequent call only—a “First and Final Call”, not a series of scheduled instalment calls.

• Amount: Rs 10.80 per partly paid-up share, comprising Rs 4.00 face value and Rs 6.80 premium. This is the remaining 40% of the Rs 27 issue price, after Rs 16.20 paid on application. ^[7]
• Expected timing: The First and Final Call is expected to be completed on or before 31 October 2027. This is an expected completion date, not an irrevocable fixed due date. ^[8]
• Board discretion: The Board may schedule the call before or after 31 October 2027 based on business requirements and other commercial considerations, subject to applicable laws. ^[8]
• Formal trigger: The Board must pass a resolution fixing the call date. If the resolution does not specify a separate date, the call is deemed to have been made when the authorising Board resolution is passed. The Board may also revoke or postpone the call and extend the payment period. ^[9]
• Notice and record date: Holders will receive at least 14 days’ written notice. The company will first fix a Call Record Date to identify the holders who must receive the call notice, and will notify the stock exchanges and publish advertisements. ^[10]

Analytical conclusion: There is no disclosed formulaic trigger tied to revenue, cash balances, project milestones, subscription levels or proceeds utilisation. The timing is principally Board-discretionary, constrained by the stated expected outer date, applicable law, the required notice period and the company’s stated business or commercial requirements. Non-payment after the notified deadline can lead to interest and potentially forfeiture of the partly paid-up shares, subject to the applicable statutory and Articles of Association process. ^[9]

The commitment is full pro-rata participation in the rights entitlement, but it is not an unconditional requirement that every promoter-group member personally subscribe to every entitlement. Bhavish Aggarwal has committed to subscribe to his full entitlement and not renounce it, except for permitted renunciations within the promoter group or to identified specific investors. He may also take additional shares or unsubscribed shares, subject to minimum-public-shareholding limits. ^[11]

For the promoter group collectively, each member must either subscribe fully, or may renounce some or all of its entitlement to Bhavish Aggarwal, another promoter-group member, or permitted specific investors. ^[11] Therefore, the economic commitment is to preserve full promoter-group participation in the entitlement, while the final subscriber within the group may differ.

Indicative size of the commitment

The issue offers 2 rights shares for every 25 shares held at Rs 27 per share. ^[12] As of June 30, 2026, the promoter-group structure comprised:

• Bhavish Aggarwal: 26.52%
• ANI Technologies: 3.47%
• Indus Trust: 2.98%
• Aggregate promoter group: 32.97% ^[13]

Applying the 2:25 ratio to those June 30 holdings gives an indicative entitlement of approximately 12.21 Crore rights shares, requiring roughly Rs 329.55 Crores at the issue price. This is an estimate based on the June 30 shareholding, not the final record-date entitlement. The promoter’s subscription is being financed through arrangements involving Krutrim Data Centre, with 4.32% of the company’s equity pledged as security; Krutrim itself will not subscribe to the issue. ^[14]

Comparison with the listing structure

A precise percentage-point comparison with the promoter shareholding at the time of listing cannot be established from the cited Letter of Offer, which reports the June 30, 2026 structure but does not reproduce the listing-date promoter cap table.

The relevant economic comparison is that full pro-rata subscription would preserve the promoter group’s existing pre-issue percentage, rather than increase it: assuming no other ownership changes and no additional subscription, the aggregate holding would remain approximately 32.97% after the rights issue. That makes the participation primarily a stake-maintenance commitment, not a fresh control-building transaction. The possibility of additional subscription or allocation of unsubscribed shares could, however, raise the promoter group’s eventual percentage, subject to minimum-public-shareholding requirements. ^[11]