Vaibhav Vyapaar Limited IPO

01At a glance

Vaibhav Vyapaar IPO date, price band and lot size

• Price band: ₹51 to ₹54 a share, from NSE's issue page; the prospectus leaves the price blank (RHP p.3).
• Lot size: 2,000 shares, from NSE's issue page. An individual investor applies for two lots, with a minimum application above ₹2,00,000 (RHP p.10); at the upper band two lots of 4,000 shares cost ₹2,16,000 (our arithmetic).
• Dates: anchor bidding on 12.10.2026; the issue opens on 13.10.2026 and closes on 15.10.2026 (RHP p.1).
• Size: a fresh issue of 77,96,000 shares of ₹5, of which 3,90,000 are reserved for the market maker (RHP p.59). At ₹54 that is ₹42.1 crore, at ₹51 ₹39.8 crore (our arithmetic, RHP p.59). There is no offer for sale (RHP p.1).
• Lead manager and registrar: Getfive Advisors Private Limited is the sole book running lead manager and KFin Technologies Limited the registrar (RHP p.1). The market maker is Prabhat Financial Services Limited (RHP p.71).

What the company does: an NBFC registered with the Reserve Bank of India that gives unsecured personal loans to salaried and self-employed people through its mobile app "LoanFront", on its own books and with co-lending partners, and earns fees for app and technology services to other NBFCs (RHP p.120).

Who pays it: individual borrowers; loans run from ₹1,500 to ₹2,00,000 for 3 to 24 months (RHP p.130). No borrower is named, and the company says it is not dependent on a single or few customers (RHP p.252). Tamil Nadu, Karnataka, Telangana, Andhra Pradesh and Maharashtra held 77.09% of the loan book in March 2026 (RHP p.121).

Why it is raising money: ₹32.0 crore to add to its capital base for onward lending, with the rest for general corporate purposes (RHP p.87).

How fast it has grown: revenue from operations from ₹25.3 crore in FY24 to ₹36.8 crore in FY26 and profit after tax from ₹0.45 crore to ₹2.0 crore (RHP p.24); our arithmetic puts the yearly growth at about 20.7% for revenue and 108.2% for profit (RHP p.24).

The one thing to understand: this is a small lender whose income comes more from fees than from interest. Processing fees were 44.18% of FY26 revenue and interest 29.76% (RHP p.242). Loans written off were ₹9.6 crore in FY26, about a quarter of revenue (RHP p.240), and the holding company, Capfront Technologies Private Limited, which owns 99.98% of the shares, was paid a ₹5.3 crore management fee in the same year (RHP p.29).

02The business, in plain words

What Vaibhav Vyapaar does

The company was incorporated in Kolkata on 24.02.2009 and received its NBFC registration from the Reserve Bank of India on 18.08.2010 (RHP p.152). Capfront Technologies Private Limited, a Bengaluru company founded in November 2018, bought it under a share purchase agreement dated 24.10.2019 at ₹70.29 a share (RHP p.153, RHP p.154). It became a public company with a fresh certificate dated 02.06.2026 (RHP p.3).

In 2022 Capfront Technologies Private Limited transferred the LoanFront business to the company by slump sale under an agreement dated 01.06.2022: the app, the loan management software, the domain names and the logo (RHP p.133). The business chapter gives the price as ₹2 crore and the history chapter as ₹1 crore (RHP p.132, RHP p.154).

What it lends (RHP p.130):

• Loans to self-employed people: ₹1,500 to ₹30,000, for 3 to 12 months, at 17.50% to 33.94% a year in interest, with processing fees of up to ₹1,950.
• Loans to salaried people: ₹10,000 to ₹2,00,000, for 3 to 24 months, at the same interest range, with processing fees of up to ₹2,500 and an auto-debit on the salary account.

Including fees, the effective annual percentage rate runs from 30% to 86%, depending on the borrower's risk grade, A to E (RHP p.136).

Two ways of lending (RHP p.122):

• Direct lending: the loan sits on the company's own books; 87.36% of the loan book in March 2026.
• Co-lending: the company originates the loan and keeps 20% of it, and a partner NBFC keeps 80%; 12.64% of the book in March 2026. A co-lending agreement with Usha Financial Services Limited is dated 03.05.2025 (RHP p.153).

A borrower downloads the app → the app checks identity, bank account, credit bureau record and income through outside services → a rule engine sets the grade, amount and price → the borrower e-signs and the money goes to the bank account → repayments come by eNACH, UPI or Bharat BillPay, with reminder calls from the first day of a missed payment (RHP p.134, RHP p.135, RHP p.136, RHP p.137).

By March 2026 the app had about 86 lakh registered users, 18 lakh of them KYC-verified, and had made about 24 lakh loans to about 5 lakh customers (RHP p.126). The company had 56 employees on July 31, 2026, 17 of them in technology (RHP p.138). It has no insurance policy in its own name (RHP p.139).

Earnings equation: Revenue = loans disbursed × (interest + processing and other fees), less what is lost to bad loans. Fresh disbursements were ₹306.2 crore in FY26 against a loan book of ₹70.7 crore at March 2026 (RHP p.89), which reflects loans of a few months each.

03Where the money comes from

By source of revenue, ₹ crore (RHP p.238):

Processing fees were 44.18% of FY26 revenue and interest 29.76% (RHP p.242). Revenue from app and technology services to other NBFCs was ₹3.0 crore in FY26 (RHP p.123).

By borrower type, share of the loan book (RHP p.122): salaried 66.26% in March 2024, 62.16% in March 2025, 55.64% in March 2026 and 53.79% in July 2026; self-employed 33.74%, 37.84%, 44.36% and 46.21%.

Vaibhav Vyapaar customers: how concentrated the revenue is

The company lends to individuals, so there is no large customer. The prospectus gives concentration by state and by repeat borrowing instead:

Source: RHP p.121, RHP p.122, RHP p.123; the top five shares are our arithmetic from the "Other" line (our arithmetic, RHP p.121). Read from the filing: revenue does not depend on a few borrowers, since the largest loan is ₹2,00,000 (RHP p.130), but it does lean on five states and on people who have borrowed before. The prospectus does not give the share of the largest borrower or the top ten.

On the funding side, most borrowings come from other NBFCs: IBL Finance, UC Inclusive Credit, Ramfincorp, InCred Financial Services, Western Capital Advisors and others, at 16.00% to 19.75% a year, mostly guaranteed by Capfront Technologies Private Limited (RHP p.227, RHP p.228, RHP p.229, RHP p.230).

04The growth record

Vaibhav Vyapaar financials: revenue, profit and margins

Source: RHP p.23, RHP p.24, RHP p.25, RHP p.44, converted from ₹ lakh. The four-month figures are not annualised (RHP p.95).

Source: RHP p.95. The company's EBITDA adds finance cost and depreciation to profit before tax and takes out other income; for a lender, finance cost is a cost of the business, so this EBITDA runs well above profit (RHP p.124).

Revenue from operations went from ₹25.3 crore in FY24 to ₹36.8 crore in FY26, so ₹25.3 cr → ₹36.8 cr (RHP p.24). Profit after tax went from ₹0.45 crore to ₹2.0 crore, so ₹0.45 cr → ₹2.0 cr (RHP p.24). Our arithmetic over FY24 to FY26: revenue grew about 20.7% a year (our arithmetic, RHP p.24) and profit after tax about 108.2% a year (our arithmetic, RHP p.24). Revenue fell 0.81% in FY25 and rose 46.91% in FY26 (RHP p.95). EBITDA margin moved from 21.31% to 29.47%, up 816 basis points, so 21.3% → 29.5% rounded (RHP p.95).

The loan book (AUM, on and off the books) was ₹42.4 crore in March 2024, ₹47.5 crore in March 2025, ₹70.7 crore in March 2026 and ₹81.2 crore in July 2026, so ₹42.4 cr → ₹70.7 cr (RHP p.96).

What sits around the record:

• Cash: operating cash flow was −₹18.4 crore in FY26 (RHP p.25), because loans and advances grew by ₹38.8 crore in the year (RHP p.25). For a lender, new loans run through operating cash flow. The FY24 figure is −₹4.3 crore in the risk factors and in our arithmetic on the cash flow statement, which prints it as (43.14) lakh (RHP p.38, RHP p.25).
• Bad loans: irrecoverable debts written off were ₹6.6 crore in FY24, ₹9.8 crore in FY25 and ₹9.6 crore in FY26, so ₹9.6 cr in FY26 (RHP p.240). Gross NPA was 6.72% in FY24, 5.25% in FY25 and 4.71% in FY26, so 4.7% (RHP p.36).
• A one-off in FY25: a change in the NPA recognition policy, approved by the board on 03.03.2025, reversed ₹3.4 crore of NPA provisions in FY25 and lifted that year's profit (RHP p.246, RHP p.247).
• Fee to the parent: the management fee to Capfront Technologies Private Limited was ₹4.6 crore in FY24, ₹4.5 crore in FY25 and ₹5.3 crore in FY26, 14.51% of FY26 revenue, so ₹5.3 cr (RHP p.29).
• Other income was ₹0.84 crore in FY26, about 26.5% of profit before tax (our arithmetic, RHP p.24); ₹0.51 crore of it was an employee cross-charge to a group company (RHP p.242).
• Capital adequacy: CRAR was 28.46% in FY26, so 28.5%, and 43.80% in July 2026 after a rights issue (RHP p.38). The legal minimum is 15% (RHP p.38).
• Debt: debt to equity was 1.60 times in FY26, so 1.6×, and 0.80 in July 2026 (RHP p.44). Borrowings were ₹37.9 crore at July 31, 2026 (RHP p.44). Return on equity was 6.99% in FY26, so 7.0% (RHP p.95).
• Where the book is: Tamil Nadu held 22.71% of the loan book in March 2026, so 22.7% (RHP p.121); the top five states 77.09%, so 77.1% (our arithmetic, RHP p.121). Repeat customers brought 75.40% of FY26 revenue, so 75.4% (RHP p.123). Co-lending was 12.64% of the book in March 2026, so 12.6% (RHP p.122).
• Contingent liabilities: ₹1.0 crore of first loss default guarantees to co-lending and business correspondent partners at March 2026 (RHP p.27).
• Cases: none against the company or the promoters (RHP p.255).
• Use of the issue: ₹32.0 crore to add to the capital base (RHP p.87). The fresh issue is ₹42.1 crore at ₹54 (our arithmetic, RHP p.59).
• Valuation at the upper band: a market capitalisation of ₹152.2 crore (our arithmetic, RHP p.59) and a P/E of 77.2× on FY26 profit after tax on the enlarged share count (our arithmetic, RHP p.59, RHP p.24). The prospectus's peers trade at a median P/E of 26.3× (RHP p.94), so the issue is +194% against the peer median (our arithmetic, RHP p.94). Section 16 has the detail.
• Industry: a non-banking finance company, banks and NBFCs in the fixed list (RHP p.120).

The year ends on March 31 throughout and there is no subsidiary (RHP p.156). The restated statements were prepared by a peer reviewed firm, R V D & Co., which is not the statutory auditor (RHP p.37).

05What the growth is made of

Revenue from operations rose ₹11.5 crore from FY24 to FY26 (our arithmetic, RHP p.24). The parts (RHP p.238):

• Processing fees went from ₹10.9 crore in FY24 to ₹16.3 crore in FY26; the company links the FY26 rise to higher volumes and platform use by co-lenders (RHP p.241).
• Interest on loans went from ₹11.5 crore to ₹11.0 crore; it fell in FY25 because fewer loans were made while borrowed funds were repaid (RHP p.244).
• Foreclosure charges went from ₹0.72 crore to ₹2.8 crore, from more early repayment (RHP p.241).
• Other fees and penal charges went from ₹1.1 crore to ₹3.8 crore (RHP p.241).

Volume: fresh disbursements were ₹174.7 crore in FY24, ₹209.2 crore in FY25 and ₹306.2 crore in FY26 (RHP p.89). Our arithmetic: disbursements rose about 46.4% in FY26 (our arithmetic, RHP p.89), close to the 46.91% rise in revenue (RHP p.95). The interest rate spread, lending rate less borrowing rate, was 13.33% in FY24, 12.63% in FY25 and 12.79% in FY26 (RHP p.96).

Read from the filing: the FY26 growth came from more loans, more of them co-lent and more to self-employed borrowers, with fees growing faster than interest. The document gives the number of loans only as a running total since launch, not by year, so the increase cannot be split into the number of loans and the size of each.

The loan products have grown in size over the years: loans of up to ₹8,000 in 2019, ₹50,000 in 2023 and a co-lending programme in 2025 (RHP p.129); the salaried loan now goes to ₹2,00,000 (RHP p.130).

06Earnings quality

The item that needs explaining is the cost of the parent. Capfront Technologies Private Limited was paid a management fee of ₹5.3 crore in FY26 (RHP p.29); its recovery staff also collect overdue loans for the company under an agreement (RHP p.139); it guarantees most of the company's borrowings (RHP p.227); and at March 2026 the company had ₹3.6 crore of claims receivable from it (RHP p.31). The document does not say what the claims are for, or how the management fee is set.

A second item is reporting. The company says it misreported asset quality to the Reserve Bank of India in its return for FY24, from wrong NPA recognition and provisioning policies, and recorded higher provisions than needed that were later reversed (RHP p.49, RHP p.50).

07The balance sheet

At July 31, 2026 total assets were ₹96.2 crore: loans and advances ₹69.5 crore, other current assets ₹7.6 crore, the LoanFront app and other intangibles ₹7.5 crore, cash and bank ₹5.3 crore, mutual fund units ₹4.4 crore and smaller items (RHP p.23). Against them: short term borrowings ₹29.7 crore, long term borrowings ₹8.2 crore, provisions ₹8.1 crore, other liabilities and net worth of ₹47.2 crore (RHP p.23).

Borrowings at July 31, 2026 (RHP p.253):

The capitalisation statement leaves the after-issue column blank (RHP p.253). Term loans come from NBFCs at 16.00% to 18.00% with 5% or 10% cash collateral and a Capfront Technologies Private Limited guarantee (RHP p.227, RHP p.228); inter-corporate deposits from recycling companies carry 19.75% (RHP p.230); non-convertible debentures carry 14% to 15% (RHP p.232). Deposits placed with lenders were ₹2.7 crore at July 2026 (RHP p.203).

Maturity: at July 31, 2026, assets due within a year were ₹88.1 crore against liabilities of ₹40.7 crore due in the same period (our arithmetic, RHP p.45).

Source: RHP p.23, RHP p.87; the net worth after the issue adds ₹42.1 crore of gross proceeds before issue expenses (our arithmetic, RHP p.59). Contingent liabilities, all first loss default guarantees, were ₹1.0 crore at March 2026 and ₹2.0 crore at July 2026 in the summary, but ₹0.44 crore and ₹0.65 crore in the risk factors (RHP p.27, RHP p.52).

08What the money is for

Vaibhav Vyapaar IPO objects: what the money is for

Source: RHP p.87, RHP p.90; the percentage is our arithmetic on ₹42.1 crore at ₹54 (RHP p.59). At ₹54 the 15% cap on general corporate purposes is ₹6.3 crore (our arithmetic, RHP p.87).

Capital base, ₹32.0 crore: to hold more Tier I capital for onward lending and capital adequacy (RHP p.90). The company points to the Reserve Bank of India's 125% risk weight on unsecured personal loans, raised from 100% in November 2023, which needs more capital per rupee lent (RHP p.89). The whole of the net proceeds is to be used in FY2027 (RHP p.88).

No bank or outside agency has appraised the objects (RHP p.87). There is no monitoring agency, because the issue is under ₹50 crore; the audit committee will watch the use (RHP p.53, RHP p.91). None of the proceeds is to go to the promoters except in the normal course of business (RHP p.92).

Into the business ₹42.1 crore of fresh issue at ₹54, before issue expenses (our arithmetic, RHP p.59). To selling shareholders nothing: there is no offer for sale (RHP p.1).

09Who is selling

Vaibhav Vyapaar IPO offer for sale: who is selling

Nobody. The issue is a fresh issue of 77,96,000 shares of ₹5 and the offer for sale is "Nil" (RHP p.1). The promoters and promoter group will not take part in the issue (RHP p.86).

10Promoters

The promoters are Itha Venkata Raghava Gowrinath and Capfront Technologies Private Limited (RHP p.173).

• Itha Venkata Raghava Gowrinath, 47, Chairman and Managing Director since 18.12.2025 for five years, a director since 24.10.2019, B.Sc. and M.Sc. in computer science, more than 17 years in technology operations; earlier with Huawei Technologies India and Chief Operating Officer of Finnovation Tech Solutions, and the founder of Capfront Technologies Private Limited in November 2018 (RHP p.158, RHP p.161). Draws no remuneration from the company (RHP p.164). Holds 3,996 shares directly (RHP p.173) and 93.79% of Capfront Technologies Private Limited (RHP p.174).
• Capfront Technologies Private Limited, incorporated in Bengaluru in November 2018, holds 2,03,82,415 shares, 99.98% (RHP p.156). Its other shareholders are Akshay R. Shah with 2.58% and M L Srinivasa Rao with 3.63% (RHP p.174).

The promoter group adds Neofront Technologies Private Limited, a software company, and two foreign companies, Globalfront Marketing Management FZ-LLC and Globalfront Technologies and Consulting Pte. Ltd (RHP p.176). Neofront Technologies Private Limited is the only group company (RHP p.177).

Transactions with the promoters: the management fee to Capfront Technologies Private Limited was ₹5.3 crore in FY26 (RHP p.29); rent of ₹0.38 crore in FY26 (RHP p.29), with the Bengaluru corporate office sub-leased from it from May 2026 (RHP p.141); recovery and collection services under an agreement (RHP p.139); corporate guarantees on most borrowings (RHP p.227); the LoanFront domain names stay registered to Capfront Technologies Private Limited, used by the company under a no objection certificate dated 25.11.2025 (RHP p.44, RHP p.141).

The company lent ₹0.55 crore to Itha Venkata Raghava Gowrinath in FY25 and ₹0.20 crore in FY24, repaid since, and sold a vehicle to the Managing Director for ₹0.26 crore in FY26 (RHP p.30, RHP p.31). No promoter shares are pledged (RHP p.80).

Other matters: in the past a board appointment amounted to a change in management that needed the Reserve Bank of India's prior approval, which was not obtained; the director later resigned, and no notice has been received (RHP p.49). The board includes Ganeshprasad R Pavaskar, Whole Time Director, and Satyanarayana Reddy Veera Venkata Mallidi, Additional Executive Director and a director of Capfront Technologies Private Limited, with three independent directors appointed from December 2025 (RHP p.158, RHP p.159).

Promoter economics: Capfront Technologies Private Limited bought shares from the earlier owners at ₹70.29 on 24.10.2019 and took rights shares at ₹70.29 in November 2019 to January 2020 (RHP p.81). After a 1:1 bonus and a split of ₹10 shares into ₹5 shares, both in December 2025, it took 42,85,715 rights shares at ₹35 on 06.06.2026, ₹15.0 crore in all (RHP p.75, RHP p.30). Its weighted average cost is ₹10.71 a share and that of Itha Venkata Raghava Gowrinath ₹17.57 (RHP p.101). On 30.12.2025 Itha Venkata Raghava Gowrinath transferred one share each at ₹30 to four people to meet the minimum shareholder count for a public company (RHP p.82).

11Who already owns it

Vaibhav Vyapaar promoter holding before and after the IPO

Source: RHP p.82; the after-issue column is our arithmetic on 2,81,82,423 shares (RHP p.59). Promoters hold 2,03,86,411 shares, 99.99% before the issue (RHP p.82), and would hold about 72.3% after it, so 99.99% → 72.3% (our arithmetic, RHP p.82, RHP p.59). The prospectus leaves its own post-issue figures blank (RHP p.82). There are seven shareholders (RHP p.82).

No fund or outside company holds 1% or more (RHP p.80). Any person who comes to hold 26% or more needs the Reserve Bank of India's prior approval (RHP p.39). Pre-issue shares of non-promoters, 12 in all, are locked in for one year (RHP p.84).

12What changed just before the IPO

• Revenue and profit: revenue from operations went from ₹25.3 crore in FY24 to ₹36.8 crore in FY26 and profit after tax from ₹0.45 crore to ₹2.0 crore (RHP p.24).
• Loan book: ₹42.4 crore in March 2024 and ₹70.7 crore in March 2026 (RHP p.96).
• Promoter pay: none in FY24 and none in FY26; no remuneration to Itha Venkata Raghava Gowrinath appears in the related party table (RHP p.29). The Whole Time Director drew ₹0.32 crore in FY24 and ₹0.41 crore in FY26 (RHP p.29).
• Bonus issue: 1:1, 40,25,177 shares on 22.12.2025 (RHP p.75).
• Share split: ₹10 shares into ₹5 shares with effect from 22.12.2025 (RHP p.75).
• Last allotment before the IPO: 42,85,715 rights shares to Capfront Technologies Private Limited at ₹35 on 06.06.2026 (RHP p.75).
• Auditor: K S Ramkumar and Co. was re-appointed on 30.09.2025 and resigned on 16.09.2026, saying it did not meet the Chartered Accountants Regulations and the Audit Quality Maturity Model requirements for auditors of listed companies; Sahana D M and Associates was appointed to the casual vacancy on 23.09.2026 (RHP p.69).
• Name and status: became a public company with a fresh certificate dated 02.06.2026 (RHP p.3).
• Board: Satyanarayana Reddy Veera Venkata Mallidi joined on 10.12.2025, two independent directors on 18.12.2025 and one on 11.06.2026; the nominee director Ritesh Agarwal left on 13.01.2026; a Chief Financial Officer and a Company Secretary were appointed on 04.11.2025 (RHP p.28, RHP p.158).
• Funding: non-convertible debentures from April 2025, some taken by relatives of the directors; the related party table shows ₹1.3 crore of debentures issued to related parties in FY26 (RHP p.232, RHP p.30).
• Co-lending: the agreement with Usha Financial Services Limited is dated 03.05.2025; the earlier business correspondent arrangement ended, and the company took over that loan portfolio once (RHP p.153, RHP p.43).
• NPA policy: changed by the board on 03.03.2025, reversing ₹3.4 crore of provisions in FY25 (RHP p.246).
• Registered office: moved within Kolkata on 17.11.2025 (RHP p.152).

13Capacity and expansion

Source: RHP p.137, RHP p.38, RHP p.87, RHP p.88, RHP p.141. The company says capacity and utilisation do not apply to it (RHP p.137). Risk weighted assets were ₹94.0 crore at July 31, 2026 (RHP p.89). The document does not say how much more lending the new capital would support.

14Market size and industry structure

Vaibhav Vyapaar industry: market size and growth

As claimed: the chapter is not a commissioned industry report. It is taken from public sources, mainly the India Brand Equity Foundation (IBEF), the World Bank's Global Economic Prospects of June 2025 and the IMF's World Economic Outlook of July 2025, and the company says neither it nor anyone connected with the issue has verified the figures (RHP p.108). Its widest figure for the company's market is India's retail credit, put at ₹82,00,000 crore in FY25 after growth of 15.1% a year from FY19 to FY25, citing Crisil Intelligence through IBEF (RHP p.114). It puts the Indian fintech industry at ₹12,99,450 crore by 2025 (RHP p.116).

The part that is addressable: the company lends unsecured personal loans of ₹1,500 to ₹2,00,000 to salaried and self-employed people through an app (RHP p.130). The chapter does not size personal loans, small-ticket loans or digital lending separately. It names personal loans, with housing finance, auto loans and credit cards, among the segments that drove retail credit growth of 14% in FY25 (RHP p.114).

What the company is today: its loan book of ₹70.7 crore at March 2026 is about 0.0009% of the ₹82,00,000 crore retail credit figure (our arithmetic, RHP p.96, RHP p.114); the years differ, and retail credit is far wider than the company's segment.

Size over time: the chapter gives bank credit of ₹1,84,83,097 crore at June 27, 2025, up 9.5% (RHP p.117), and bank deposits of ₹2,38,20,044 crore at July 11, 2025, up 10.12% (RHP p.117). It quotes CareEdge Ratings as projecting housing finance to grow from ₹33,00,000 crore to ₹77,00,000 to ₹81,00,000 crore by 2029-30, a market the company is not in (RHP p.116). These projections are the sources' own.

Segments: the chapter describes a financial sector of commercial banks, insurers, NBFCs, cooperatives, pension and mutual funds, in which commercial banks hold more than 64% of assets (RHP p.114). It counts 12 public sector banks, 21 private banks, 11 small finance banks, about 44 foreign banks and 5 payments banks (RHP p.116). The company sits among NBFCs, which the chapter says are growing their loan books at double-digit rates (RHP p.114), and in the base layer of the Reserve Bank of India's scale-based rules for NBFCs, the layer for non-deposit taking NBFCs with assets under ₹1,000 crore (RHP p.142).

What drives demand: the chapter names India's growth, with real GDP up 6.5% in FY25 (RHP p.109); private consumption up 7.2% in FY25 (RHP p.110); digital payments, with UPI at 20.01 billion transactions in August 2025 (RHP p.114); financial inclusion drives such as the Jan Dhan accounts, with 6.65 lakh new accounts in July 2025 (RHP p.115); and an easier monetary policy, with the repo rate cut by 50 basis points to 5.50% and the cash reserve ratio to 3% (RHP p.115). It puts IT spending by banks and investment services at US$15 billion in 2025 (RHP p.114).

Structure: the chapter says India has more than 2,000 recognised fintech businesses and the third largest fintech ecosystem in the world (RHP p.116). It names no lender in the company's segment. The business chapter says the company competes with banks, NBFCs, housing finance companies and fintech platforms, some with more money, larger networks and better known brands, without naming any (RHP p.140). The prospectus's listed peers are Paisalo Digital Limited, Apollo Finvest (India) Limited and Moneyview Limited (RHP p.94).

Inputs and trade: a lender's main input is borrowed money. The chapter gives the policy rate but not lending or borrowing rates for NBFCs. The company's own borrowings cost 16.00% to 19.75% a year (RHP p.227, RHP p.230). The company has no imports or exports (RHP p.140).

Rules: the regulations chapter lists the Reserve Bank of India Act, under which an NBFC must hold a minimum net owned fund and move at least 20% of each year's profit to a reserve fund (RHP p.142); the scale-based regulation directions of November 28, 2025 (RHP p.142); and the Reserve Bank of India (Digital Lending) Directions, 2025, which govern collection practice (RHP p.139). The company names a 125% risk weight on unsecured consumer loans, which raises the capital it must hold (RHP p.89).

What the chapter says can go wrong: the chapter's risks are economy-wide: slowing global growth, trade barriers and policy uncertainty, with risks to the outlook "skewed to the downside" (RHP p.109). It does not discuss credit losses, collection practices or regulation of digital lenders, which the risk factors cover (RHP p.35, RHP p.39).

15Competitive position

Vaibhav Vyapaar competitors

Source: RHP p.98, RHP p.99, converted from ₹ lakh. Gross NPA for Paisalo Digital was 0.76% in FY26 against the company's 4.71%; the others' NPA ratios are not given (RHP p.98).

What the company puts forward: its knowledge of borrowers from app data, its in-house digital lending platform, an experienced team and its underwriting and risk systems (RHP p.93, RHP p.126). About 75% of the loan book at March 2026 was with repeat borrowers (RHP p.126). Against that, as the document itself states: dependence on outside software for identity, bureau and payment checks (RHP p.36), on the Google Play store (RHP p.41), on a parent that owns its domain names (RHP p.44) and on borrowing from other NBFCs (RHP p.45).

16Peers the company named

Peers named in the offer document: Paisalo Digital Limited, Apollo Finvest (India) Limited and Moneyview Limited (RHP p.94).

Vaibhav Vyapaar listed peers

Source: RHP p.94; P/E taken from BSE on 07.10.2026 and peer figures from their FY26 standalone results, as the prospectus states (RHP p.94). Apollo Finvest is the closest in size; its revenue fell 31.58% in FY26 (RHP p.98). Paisalo Digital and Moneyview are each more than twenty times the company's size by income (our arithmetic, RHP p.94). The prospectus says it named peers "in the NBFC industry for broad comparative analysis" (RHP p.94).

17Valuation at the issue price

Vaibhav Vyapaar IPO valuation and P/E

At the upper band of ₹54, with 77,96,000 new shares added to 2,03,86,423 existing shares (RHP p.59):

Source: our arithmetic on shares (RHP p.59), profit and EPS (RHP p.24), book value per share (RHP p.94), revenue (RHP p.24) and loan book (RHP p.96). At ₹54 the market capitalisation is ₹152.2 crore and the P/E on FY26 profit after tax of ₹1.97 crore on the enlarged share count 77.2× (our arithmetic, RHP p.59, RHP p.24).

At the lower band of ₹51 the market capitalisation is ₹143.7 crore and the P/E on FY26 profit 72.9 times (our arithmetic, RHP p.59, RHP p.24). On the March 2026 book value of ₹18.13 a share, ₹54 is 3.0 times (our arithmetic, RHP p.94). After the issue, net worth including gross proceeds at ₹54 would be about ₹89.3 crore, and the market capitalisation about 1.7 times that (our arithmetic, RHP p.23, RHP p.59).

Enterprise value is not shown. This is a judgement, not a disclosure: for a lender, borrowings are the money it lends out, so adding them to market value does not describe the business as it does for a manufacturer.

The prospectus's peer P/Es are 30.53 for Paisalo Digital and 22.00 for Apollo Finvest, with none for Moneyview; their median and average is 26.265, so 26.3× (RHP p.94). At 77.2 times FY26 profit on the enlarged share count, the issue is +194% against that median (our arithmetic, RHP p.94). On the prospectus's own EPS of ₹1.22 the P/E is 44.3 times, 69% above it (our arithmetic, RHP p.94).

The upper band is 1.54 times the ₹35 paid in the rights issue of June 2026 (our arithmetic, RHP p.75) and 5.0 times Capfront Technologies Private Limited's ₹10.71 weighted average cost (our arithmetic, RHP p.101). Profit after tax for the four months to July 2026 was ₹3.0 crore (RHP p.24); the prospectus warns that part-year figures may not indicate a full year (RHP p.51).

18Risks, in plain words

Vaibhav Vyapaar IPO risks

Customers: unsecured loans: all loans are unsecured, to borrowers the company calls of "relatively higher risk" (RHP p.35) → a slowdown, job losses or business stress would show quickly in defaults → write-offs were ₹9.6 crore in FY26 against revenue of ₹36.8 crore (RHP p.240, RHP p.24).

Customers: more self-employed borrowers: the self-employed share of the book went from 33.74% in March 2024 to 46.21% in July 2026 (RHP p.40) → the company says these borrowers are more exposed to swings in business (RHP p.40) → gross NPA was 4.56% in July 2026 (RHP p.36).

Promoters: reliance on the parent: Capfront Technologies Private Limited is paid a management fee, collects overdue loans, guarantees borrowings and owns the domain names the app uses (RHP p.29, RHP p.139, RHP p.227, RHP p.44) → the company's costs and continuity depend on terms set within the group → the fee was ₹5.3 crore in FY26, 14.51% of revenue (RHP p.29).

Financial: cost and source of funds: borrowings come mostly from other NBFCs and recycling companies at 16.00% to 19.75% (RHP p.227, RHP p.230) → if these lenders pull back or raise rates, lending must slow → finance cost was ₹6.6 crore in FY26 (RHP p.24).

Financial: capital adequacy: unsecured personal loans carry a 125% risk weight (RHP p.89) → growth uses up capital quickly → CRAR fell from 39.88% in FY25 to 28.46% in FY26 before the June 2026 rights issue (RHP p.38).

Regulation: past lapses: a change in management without the Reserve Bank of India's prior approval, misreported asset quality in the FY24 return, debentures issued without an ISIN and charges not registered (RHP p.49, RHP p.39) → the regulator may impose penalties or directions → no notice has been received so far (RHP p.49).

Regulation: records: certain old filings cannot be traced and others were filed late, some under the earlier owners (RHP p.48, RHP p.49) → penalties may follow → five auditor appointment forms from 2008-09 to 2013-14 are untraceable (RHP p.48).

Legal: stamp duty: stamp duty was not paid on the 2022 business transfer from the parent (RHP p.38) → the authorities could demand duty, interest and penalty → the parent has given an indemnity bond (RHP p.38).

Business: technology and platforms: onboarding, credit checks and collections run through outside services and the Google Play store (RHP p.36, RHP p.41) → an outage or a store removal would stop new loans → 16 of the 17 major software tools are owned by third parties (RHP p.138).

Business: people: staff attrition was 47.73% in FY25 and 34.00% in FY26 (RHP p.50) → a small team of 56 runs the business (RHP p.50) → collection staff attrition was 61.54% in FY26 (RHP p.139).

Issue-specific: auditor: the statutory auditor resigned on 16.09.2026, three weeks before the prospectus, and the restated statements were prepared by a peer reviewed firm that is not the statutory auditor (RHP p.69, RHP p.37) → readers rely on a new auditor for the first listed-company results → the new auditor was appointed on 23.09.2026 (RHP p.69). The prospectus carries 59 numbered risk factors (RHP p.57).

19Litigation and regulatory matters

Cases against Vaibhav Vyapaar and its promoters

Criminal: none against the company, the promoters, the directors or key managers (RHP p.254, RHP p.255, RHP p.256). Regulatory: no SEBI or exchange action against the promoters in five years (RHP p.255); the Reserve Bank of India matters in section 22 have not led to any notice (RHP p.49). Tax: no direct or indirect tax claims against the company (RHP p.255). Creditors: 26 creditors were owed ₹1.7 crore at July 31, 2026, three of them material (RHP p.256).

20Related-party transactions

Source: RHP p.29, RHP p.30, RHP p.31, converted from ₹ lakh. Capfront Technologies Private Limited also lent and was repaid ₹4.5 crore in the four months to July 2026 (RHP p.30), and owed the company ₹3.6 crore as claims receivable at March 2026 and ₹3.1 crore at July 2026 (RHP p.31). The company lent ₹0.55 crore to Itha Venkata Raghava Gowrinath in FY25 and ₹0.20 crore in FY24 (RHP p.30). Neofront Technologies Private Limited paid the company ₹0.51 crore for other services in FY26 (RHP p.30).

What appeared or changed in the two years before filing: debentures issued to related parties began in FY26; the deposits from Capfront Technologies Private Limited began in the four months to July 2026; the corporate guarantee commission to it stopped after FY25; the loans to the Managing Director ended after FY25; and the Bengaluru office sub-lease from it runs from 01.05.2026 (RHP p.29, RHP p.30, RHP p.141). The company says its related party transactions are at arm's length (RHP p.53).

21What the offer document does not say

The share of the largest borrowers is not given, nor the number of loans made each year. Yields and loss rates by product, by borrower type or by state are not disclosed. How the management fee to Capfront Technologies Private Limited is set, and what the claims receivable from it are for, are not explained. The terms of the co-lending agreements and of the collection agreement with the parent are not given.

The industry chapter does not size the market for small unsecured digital personal loans and names no competitor in it. The issue size in rupees, general corporate purposes, issue expenses and post-issue holdings are blank (RHP p.87, RHP p.82).

Some inconsistencies are recorded as document matters, not business ones: the FY24 operating cash flow is (43.14) lakh in the cash flow statement and (434.15) lakh in the risk factors and the statement's own lines add to the second (RHP p.25, RHP p.38); net NPA for FY26 is 1.76% in the risk factors and 2.94% in the KPI tables (RHP p.36, RHP p.95);

contingent liabilities at July 2026 are ₹2.0 crore in the summary and ₹0.65 crore in the risk factors (RHP p.27, RHP p.52); the 2022 business transfer is ₹2 crore in one chapter and ₹1 crore in another (RHP p.132, RHP p.154); the text gives the top five states as 77.09% of the July 2026 book which matches the March 2026 table, not the July one (RHP p.121);

revenue from new customers for the four months to July 2026 is ₹4.1 crore in the business chapter and ₹17.2 crore in the KPI table, more than total revenue (RHP p.123, RHP p.96); CRAR for FY26 is 28.46% in one table and 28.57% in another (RHP p.38, RHP p.235); the promoter's DIN differs between the management and promoter chapters (RHP p.158, RHP p.173);

and the marketing text refers to customers looking for "refurbished products" (RHP p.140).

22Five questions for management

1. How many loans were disbursed in each of FY24, FY25 and FY26, and at what average ticket size?
2. What were credit losses, net of recoveries, as a share of average loans in FY26, for salaried and for self-employed borrowers?
3. How is the management fee to Capfront Technologies Private Limited calculated, and what services does it cover beyond collection?
4. What are the ₹3.6 crore of claims receivable from Capfront Technologies Private Limited at March 2026, and when will they be settled?
5. What CRAR does the company aim to keep after the issue, and how much more lending would the ₹32.0 crore of new capital support at that level?

1Sources and cited facts

This study was read from 1 document the company filed. The 201 figures it cites are listed under the document each came from, with the page and the sentence as printed.