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Yaap Digital Ltd IPO

Status: Closed

Overview

IPO date
25 Feb 2026 to 27 Feb 2026
Face value
₹ 0 per share
Price
₹ 138 to ₹145 per share
Issue Size
5,525,000 shares
(aggregating up to ₹ 80.11 Cr)
Allotment Date
02 Mar 2026
Listing at
NSE
Issue type
Book Building - SME
Sector
IT - Software

Objectives of Yaap Digital Ltd IPO

Yaap Digital Ltd IPO Strategy

About Yaap Digital Ltd

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T&C*

Strengths vs Risks of Yaap Digital Ltd

Know the pros & cons

Strengths

  • arrowDigital by Design, not by Transition.
  • arrowFocus on trio of Data, Content and Technology.
  • arrowWe are "Built for Now".
  • arrowExperienced Promoters and professional Senior Management.
  • arrowWell diversified customer base with long standing relationships.
  • arrowEstablished internal infrastructure for efficient delivery of services.

Risks

  • arrowThe company's business is concentrated around key clients, which account for a significant amount of its revenue. If the company fails to retain these clients, or diversify its client base or if the company's key clients reduce their marketing budgets, the company's business, revenue growth, results of operations, cash flows and financial condition may be materially and adversely affected.
  • arrow The company's operations are dependent on a limited number of key suppliers. Any disruption or change in terms with these suppliers could impact its ability to deliver services, affecting the company's business, financial condition, and results of operations.
  • arrow The company's revenues are highly dependent on certain key industries. Any decrease in demand for marketing services in these industry verticals could reduce its revenues and adversely affect our business, financial condition and results of operations.
  • arrowDigital marketing forms a substantial part of its offerings and hence is the company's major source of income. Any changes in trend, decrease in digital advertisement-spend by its clients could have a material adverse effect on the company's business, revenue growth and results of operations and financial condition.
  • arrow The company's inability to consistently upgrade its data analytics capabilities in line with the latest technologies or if the company's databased predictions are wrong because its technology hasn't evolved enough or due to any other reasons, it may adversely affect the company's quality of services and clients' satisfaction. The cost of implementing any new technologies could adversely affect its business and financial condition.
  • arrowCompanies may undertake their advertising projects, market research and data analysis functions inhouse and setting up dedicated departments to service their marketing needs, thus reducing the company's prospective customer base. This may adversely affect its revenues and growth prospects.
  • arrow The company's results of operations and its key business measures are subject to quarterly variations that could cause fluctuations in the company's results of operations.
  • arrow The company's inability to maintain and enhance its brand name and reputation can have a material adverse effect on the company's revenue of operations.
  • arrow The company's efforts to diversify its service portfolio through new initiatives may adversely affect the company's business operations, expenses and customer satisfaction.
  • arrowThe company does not have long-term agreements with its customers. Any changes or cancellations to the company's orders may adversely affect its business, results of operations and financial condition.
  • arrow The company's growth and profitability may be affected due to intense competition and market disruptions.
  • arrow The company's efforts to expand into international markets and new service verticals could strain its resources and affect the company's performance.
  • arrowThe company is routinely engaged to create advertisement campaigns and social media campaigns with persuasive messaging that may become subject to negative backlash from its client's target audience and may become a topic of negative debate on social media platforms.
  • arrowGlobal market, economic and geopolitical conditions may adversely affect its business, results of operations, liquidity and financial condition and those of the company's customers.
  • arrowThe company has undertaken, and may continue to undertake strategic acquisitions, which the company may fails to integrate efficiently and which may not perform in line with its expectations or may be prone to other contingencies.
  • arrowThe industry in which we operate possess various risks and challenges as provided in the Industry Report titled "Industry Report on Digital Marketing" dated August 01, 2025, which is exclusively prepared for the purposes of the Issue and issued by D&B and is commissioned and paid for by the Company ("D&B Report").
  • arrowThe Unaudited Proforma Consolidated Financial Information included in this Draft Red Herring Prospectus is presented solely for illustrative purposes only and may not accurately reflect its future financial condition, financial position and results of operations.
  • arrowThe company reported a net loss of Rs.259.89 lakhs in Fiscal 2023. Although the company achieved profitability in Fiscals 2024 and 2025 with net profits of Rs.250.66 lakhs and Rs.1,193.34 lakhs respectively, however there can be no assurance that the company will be able to maintain profitability in the future.
  • arrow The company's Subsidiaries, FFC Information Private Limited, INTNT Asia Pacific Pte. Ltd. and Yaap Digital FZE, have incurred losses in the past and may incur losses in the future, which could have an adverse effect on its business, financial condition and results of operations.
  • arrowThe company has experienced negative cash flows in previous Fiscals and may continue to have negative cash flows in the future.
  • arrowThe company has contingent liabilities and its financial condition could be adversely affected if any of these contingent liabilities materialize.
  • arrow The company's revenue depends on project-based contracts, and the company does not have long-term commitments from its clients.
  • arrowThe company is subject to transfer pricing regulations in respect of transactions with its foreign Subsidiaries.
  • arrowExchange rate fluctuations may adversely affect its results of operations as some portion of the company's revenues and expenditures are denominated in foreign currencies.
  • arrowThe company has unsecured loans outstanding from its Directors and Promoters, which may be recalled at any time and could adversely affect the company's financial condition.
  • arrowThe company may have to be dependent on debt financing from Banks, and any inability to raise funds could impact its financial stability.
  • arrowAny future penalties or demands raised by statutory authorities may adversely impact the financial position of the Company.
  • arrowThere are outstanding legal proceedings involving the Company, Promoters, Directors, Key Managerial Personnel, Senior Managerial Personnel and Subsidiaries. Any adverse decision in such proceedings may have a material adverse effect on its business, results of operations and financial condition.
  • arrowThere has been delay in filing of forms with the Registrar of Companies as per the stipulated timelines prescribed under the Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for delay in such compliances could impact the reputation and financial position of the Company to that extent.
  • arrow The company's inability to protect or use its intellectual property rights may adversely affect the company's business.
  • arrowNon-compliance with and changes in any of the applicable laws, rules or regulations may adversely affect its business, results of operations and financial condition and cash flows.
  • arrowThe company requires certain approvals, licenses, registrations and permits for conducting its business and the company's inability to obtain, retain or renew them in a timely manner, or at all, may adversely affect its business, results of operations and financial condition.
  • arrowThe Objects of the Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of its Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.
  • arrowThe Company proposes to use a portion of the Net Proceeds from the Issue for acquisition of Gozoop Online Private Limited, following which the Company will be responsible for overseeing and managing Gozoop. The company may faces difficulties in completing the acquisition within the terms mentioned in term sheet, affecting its future plans and prospects.
  • arrow The company's proposed use of Net Proceeds for establishing the AI-led Short-Form Content Production Hub is subject to implementation, operational, and market risks.
  • arrowThe objects of the Issue include funding incremental working capital requirements, which is based on certain assumptions and estimates. Any failures in arranging adequate working capital for its operations may adversely affect its business, results of operations, cash flows and financial conditions.
  • arrowThe company proposes to utilize a portion of the Net Proceeds to undertake inorganic growth through acquisitions for which the target(s) are yet to be identified, and may not be identified until the listing and trading of the Equity Shares, and which acquisitions may not be successfully concluded. As on the date of this Draft Red Herring Prospectus, the company has not entered into any definitive arrangements or identified any targets towards any of its future acquisitions. If the Net Proceeds proposed to be utilized towards funding inorganic growth through acquisitions are insufficient for the cost of the company's proposed acquisitions and other strategic initiative, the company may have to seek alternative forms of funding.
  • arrow The company's dependence on third-party platforms poses operational and financial threat to the company.
  • arrow The company's reliance on field infrastructure, workforce key personnel and creative talent poses operational risks.
  • arrowInterruption or failures of the company's information technology or data backup systems could impair its ability to provide our services effectively and in a timely manner, and could result in loss of work product, customer files or other valuable data.
  • arrow The company's business depends upon communication networks operated by third-party providers as well as the internet, the disruption of which could negatively affect its business.
  • arrowIncreases in operational costs, including employee compensation and related expenses, in India and other International Markets where the company operates currently may prevent the company from sustaining its competitive advantage and may reduce the company's profit margin.
  • arrowThe company may be subject to claims of infringement of third-party intellectual property rights that are costly to defend, result in the diversion of management's time and efforts, require the payment of damages and limit its ability to use particular technologies in the future.
  • arrowThe international nature of Digital Marketing business exposes it to several risks, such as significant currency fluctuations and unexpected changes in the regulatory requirements of multiple jurisdictions.
  • arrow The company's Registered Office, Corporate Office and Branch Offices are operated on either lease basis or on leave and license basis premises and its inability to renew such lease agreements or leave and license agreements may adversely affect the company's business, results of operations and financial condition.
  • arrowIf the company fails to maintain an effective system of internal controls, the company may not be able to successfully manage, or accurately report, the company's financial risks. Despite its internal control systems, the company may be exposed to operational risks, including fraud, petty theft and embezzlement, which may adversely affect its reputation, business, financial condition, results of operations and cash flows.
  • arrowThe company may face the risk of becoming obsolete due to rapid technological changes and digital disruptions.
  • arrow The company's insurance coverage may not be adequate to protect the company against all potential losses, which may have a material adverse effect on its business, financial condition, cash flows and results of operations.
  • arrowThe company depends on assets and operations in India, United Arab Emirates and Singapore, which are subject to regulatory, economic, social and political uncertainties.
  • arrowThe company has commissioned an industry report from Dun & Bradstreet Information Services India Private Limited, which has been used for industry related data in this Draft Red Herring Prospectus.
  • arrow The company's success depends largely upon the knowledge and experience of one of its Promoters, Atul Jeevandharkumar Hegde.
  • arrowRelevant copies of educational qualification of one of its Promoter and Managing Director, Atul Jeevandharkumar Hegde is not traceable.
  • arrowThe company's Promoters and Promoter Group will continue to retain a majority shareholding in the Company after the Issue, which will allow them to exercise significant influence over the company.
  • arrowThe sister and the step-brother of the wife of its Promoter, Subodh Menon, who are deemed to be a part of the Promoter Group under the SEBI ICDR Regulations, have not provided consent to be identified as a member of the Promoter Group and have not provided any information in respect of themselves and their relevant entities as Promoter Group. Consequently, the company cannot assure you that the disclosures relating to such members of its Promoter Group are complete or up-to-date.
  • arrow The company's Directors and Promoters may enter into ventures which are in businesses similar to the company's.
  • arrowThe company has entered, and will continue to enter, into related party transactions which may involve conflicts of interest. Further, the company's Promoters, Directors and Key Managerial Personnel may have interests in the company other than reimbursement of expenses incurred and normal remuneration or benefits.
  • arrowThe determination of the Price Band is based on various factors and assumptions and the Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares upon listing on the Stock Exchange.
  • arrowThe company has presented certain supplemental information of its performance and liquidity which is not prepared under or required under AS.
  • arrowSignificant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of its financial condition.
  • arrowPursuant to listing of the Equity Shares, the company may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock Exchange in order to enhance market integrity and safeguard the interest of investors.
  • arrowThe company's business is concentrated around key clients, which account for a significant amount of its revenue. If the company's fails to retain these clients, or diversify its client base or if the company's key clients reduce their marketing budgets, the company's business, revenue growth, results of operations, cash flows and financial condition may be materially and adversely affected.
  • arrowThe company's operations are dependent on a limited number of key suppliers. Any disruption or change in terms with these suppliers could impact its ability to deliver services, affecting the company's business, financial condition, and results of operations.
  • arrowThe company's revenues are highly dependent on certain key industries. Any decrease in demand for marketing services in these industry verticals could reduce its revenues and adversely affect the company's business, financial condition and results of operations.
  • arrowThe company's Promoters are involved in certain tax litigations, and adverse outcomes in these proceedings could have a material adverse effect on them and, consequently, on the Company.
  • arrowDigital marketing forms a substantial part of the company's offerings and hence is the company's major source of income. Any changes in trend, decrease in digital advertisement-spend by its clients could have a material adverse effect on the company's business, revenue growth and results of operations and financial condition.
  • arrowThe company's inability to consistently upgrade our data analytics capabilities in line with the latest technologies or if the company's databased predictions are wrong because its technology hasn't evolved enough or due to any other reasons, it may adversely affect the company's quality of services and clients' satisfaction. The cost of implementing any new technologies could adversely affect its business and financial condition.
  • arrowCompanies may undertake their advertising projects, market research and data analysis functions inhouse and setting up dedicated departments to service their marketing needs, thus reducing its prospective customer base. This may adversely affect the company's revenues and growth prospects.
  • arrowThe company has undertaken, and may continue to undertake strategic acquisitions, which the company may fails to integrate efficiently and which may not perform in line with its expectations or may be prone to other contingencies.
  • arrowThe company's revenue depends on project-based contracts, and the company does not have long-term commitments from its clients.
  • arrowThe company's results of operations and the company's key business measures are subject to quarterly variations that could cause fluctuations in the company's results of operations.
  • arrowThe company's inability to maintain and enhance its brand name and reputation can have a material adverse effect on the company's revenue of operations.
  • arrowThe company's efforts to diversify the company's service portfolio through new initiatives may adversely affect its business operations, expenses and customer satisfaction.
  • arrowThe Company proposes to use a portion of the Net Proceeds from the Issue for acquisition of Gozoop Online Private Limited, following which the Company will be responsible for overseeing and managing Gozoop. The company may face difficulties in completing the acquisition within the terms mentioned in term sheet, affecting its future plans and prospects.
  • arrowThe company's proposed use of Net Proceeds for establishing the AI-led Short-Form Content Production Hub is subject to implementation, operational, and market risks.
  • arrowThe objects of the Issue include funding incremental working capital requirements, which is based on certain assumptions and estimates. Any failures in arranging adequate working capital for the company's operations may adversely affect its business, results of operations, cash flows and financial conditions.
  • arrowThe company proposes to utilize a portion of the Net Proceeds to undertake inorganic growth through acquisitions for which the target(s) are yet to be identified, and may not be identified until the listing and trading of the Equity Shares, and which acquisitions may not be successfully concluded. As on the date of this Red Herring Prospectus, the company has not entered into any definitive arrangements or identified any targets towards any of the company's future acquisitions. If the Net Proceeds proposed to be utilized towards funding inorganic growth through acquisitions are insufficient for the cost of the company's proposed acquisitions and other strategic initiative, the company may have to seek alternative forms of funding.
  • arrowThe Objects of the Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of the company's Net Proceeds as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.
  • arrowThe company does not have long-term agreements with its customers. Any changes or cancellations to the company's orders may adversely affect its business, results of operations and financial condition.
  • arrowThe company's growth and profitability may be affected due to intense competition and market disruptions.
  • arrowThe company's efforts to expand into international markets and new service verticals could strain its resources and affect the company's performance.
  • arrowThe company is routinely engaged to create advertisement campaigns and social media campaigns with persuasive messaging that may become subject to negative backlash from the company's client's target audience and may become a topic of negative debate on social media platforms.
  • arrowGlobal market, economic and geopolitical conditions may adversely affect its business, results of operations, liquidity and financial condition and those of the company's customers.
  • arrowThe industry in which the company operates possess various risks and challenges as provided in the Industry Report titled "Industry Report on Digital Marketing" dated August 01, 2025, which is exclusively prepared for the purposes of the Issue and issued by D&B and is commissioned and paid for by the Company ("D&B Report").
  • arrowThe Unaudited Proforma Consolidated Financial Information included in this Red Herring Prospectus is presented solely for illustrative purposes only and may not accurately reflect its future financial condition, financial position and results of operations.
  • arrowThe company reporteds a net loss of Rs.259.89 lakhs in Fiscal 2023. Although the company achieveds profitability in Fiscals 2024 and 2025 with net profits of Rs.250.66 lakhs and Rs.1,193.34 lakhs respectively, however there can be no assurance that the company will be able to maintain profitability in the future.
  • arrowThe company's Subsidiaries, FFC Information Private Limited, INTNT Asia Pacific Pte. Ltd. and Yaap Digital FZE, have incurred losses in the past and may incur losses in the future, which could have an adverse effect on the company's business, financial condition and results of operations.
  • arrowThe company has experienced negative cash flows in previous Fiscals and may continue to have negative cash flows in the future.
  • arrowThe company has contingent liabilities and our financial condition could be adversely affected if any of these contingent liabilities materialize.
  • arrowThe company is subjects to transfer pricing regulations in respect of transactions with its foreign Subsidiaries.
  • arrowExchange rate fluctuations may adversely affect its results of operations as some portion of the company's revenues and expenditures are denominated in foreign currencies.
  • arrowThe company has unsecured loans outstanding from its Directors and Promoters, which may be recalled at any time and could adversely affect the company's financial condition.
  • arrowThe company may have to be dependent on debt financing from Banks, and any inability to raise funds could impact its financial stability.
  • arrowAny future penalties or demands raised by statutory authorities may adversely impact the financial position of the Company.
  • arrowThere are outstanding legal proceedings involving the Company, Promoters, Directors, Key Managerial Personnel, Senior Managerial Personnel and Subsidiaries. Any adverse decision in such proceedings may have a material adverse effect on our business, results of operations and financial condition.
  • arrowThere has been delay in filing of forms with the Registrar of Companies as per the stipulated timelines prescribed under the Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for delay in such compliances could impact the reputation and financial position of the Company to that extent.
  • arrowThe company's inability to protect or use its intellectual property rights may adversely affect the company's business.
  • arrowNon-compliance with and changes in any of the applicable laws, rules or regulations may adversely affect its business, results of operations and financial condition and cash flows.
  • arrowThe company requires certain approvals, licenses, registrations and permits for conducting the company's business and the company's inability to obtain, retain or renew them in a timely manner, or at all, may adversely affect its business, results of operations and financial condition.
  • arrowThe company's reliance on field infrastructure, workforce key personnel and creative talent poses operational risks.
  • arrowInterruption or failures of the company's information technology or data backup systems could impair our ability to provide the company's services effectively and in a timely manner, and could result in loss of work product, customer files or other valuable data.
  • arrowThe company's business depends upon communication networks operated by third-party providers as well as the internet, the disruption of which could negatively affect its business.
  • arrowIncreases in operational costs, including employee compensation and related expenses, in India and other International Markets where the company operates currently may prevent the company from sustaining its competitive advantage and may reduce its profit margin.
  • arrowThe company may be subject to claims of infringement of third-party intellectual property rights that are costly to defend, result in the diversion of management's time and efforts, require the payment of damages and limit its ability to use particular technologies in the future.
  • arrowThe international nature of Digital Marketing business exposes it to several risks, such as significant currency fluctuations and unexpected changes in the regulatory requirements of multiple jurisdictions.
  • arrowThe company's Registered Office, Corporate Office and Branch Offices are operated on either lease basis or on leave and license basis premises and the company's inability to renew such lease agreements or leave and license agreements may adversely affect its business, results of operations and financial condition.
  • arrowIf the company fails to maintain an effective system of internal controls, the company may not be able to successfully manage, or accurately report, the company's financial risks. Despite our internal control systems, the company may be exposed to operational risks, including fraud, petty theft and embezzlement, which may adversely affect its reputation, business, financial condition, results of operations and cash flows.
  • arrowThe may faces the risk of becoming obsolete due to rapid technological changes and digital disruptions.
  • arrowThe company's insurance coverage may not be adequate to protect the company against all potential losses, which may have a material adverse effect on the company's business, financial condition, cash flows and results of operations.
  • arrowThe company depends on assets and operations in India, United Arab Emirates and Singapore, which are subject to regulatory, economic, social and political uncertainties.
  • arrowThe has commissioned an industry report from Dun & Bradstreet Information Services India Private Limited, which has been used for industry related data in this Red Herring Prospectus.
  • arrowThe company's success depends largely upon the knowledge and experience of one of its Promoters, Atul Jeevandharkumar Hegde.
  • arrowRelevant copies of educational qualification of one of the company's Promoter and Managing Director, Atul Jeevandharkumar Hegde is not traceable.
  • arrowThe company's Promoters and Promoter Group will continue to retain a majority shareholding in the Company after the Issue, which will allow them to exercise significant influence over the company.
  • arrowThe sister and the step-brother of the wife of the company's Promoter, Subodh Menon, who are deemed to be a part of the Promoter Group under the SEBI ICDR Regulations, have not provided consent to be identified as a member of the Promoter Group and have not provided any information in respect of themselves and their relevant entities as Promoter Group. Consequently, the company cannot assure you that the disclosures relating to such members of the company's Promoter Group are complete or up-to-date.
  • arrowThe company's Directors and Promoters may enter into ventures which are in businesses similar to the company's .
  • arrowThe company has entered, and will continue to enter, into related party transactions which may involve conflicts of interest. Further, the company's Promoters, Directors and Key Managerial Personnel may have interests in the company other than reimbursement of expenses incurred and normal remuneration or benefits.
  • arrowThe determination of the Price Band is based on various factors and assumptions, and the Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares upon listing on the Stock Exchange.
  • arrowThe company has presented certain supplemental information of the company's performance and liquidity which is not prepared under or required under AS.
  • arrowSignificant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of the company's financial condition.
  • arrowPursuant to listing of the Equity Shares, the company may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock Exchange in order to enhance market integrity and safeguard the interest of investors.
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The IPO opens on 25 Feb 2026 & closes on 27 Feb 2026.

Yaap Digital Limited was incorporated as a Private Company as 'Yaap Digital Private Limited' dated March 09, 2016 issued by the Registrar of Companies, Mumbai at Maharashtra. Further, Company was converted from a private limited to a public limited Company, and the name of Company was changed to 'Yaap Digital Limited' with a fresh certificate of Incorporation dated January 28, 2025, was issued to Company by the Central Processing Centre. As a purely digital business, Company integrate data, AI-powered technology, and content to deliver solutions. Their operations use digital tools and analytics to design campaigns that address the needs of audiences. Digital marketing involves the advertising of products, brands, or services using digital tools and internet media. It includes elements such as search engine optimization, social media marketing, pay-per-click advertising, content marketing, influencer marketing, UI/UX design, packaging design, brand collaborations and performance marketing. The Company launched programmatic advertising solutions to optimize digital ad spend for clients in FY 2019-20, further launched AI-driven marketing analytics to improve campaign effectiveness in 2022. The Company entered the Middle East and Southeast Asian markets with international client acquisitions in FY 2023-24. At present, Company is engaged in the business of providing digital advertising and Media Marketing services, Advertising agency services, digital Influencer services, Social Media Management, organizing various events & campaigns & other related activities for the clients. Apart from these, Company work with global, multinational, regional, and local clients, including influencer-led brands, in a continuous digital environment. Its services include digital strategy, content marketing, influencer engagement, and AI-based solutions, enabling brands to manage their marketing requirements in line with changing industry trends and audience preferences. Company is planning the Initial Public Offer of 66,00,000 Equity shares of FV of Rs 10/- each through Fresh Issue.

Yaap Digital Ltd IPO will close on 27 Feb 2026.

  • Digital by Design, not by Transition.
  • Focus on trio of Data, Content and Technology.
  • We are "Built for Now".
  • Experienced Promoters and professional Senior Management.
  • Well diversified customer base with long standing relationships.
  • Established internal infrastructure for efficient delivery of services.

S.No Promoters Name Pre Issue Shares Pre Issue Percentage Post Issue Shares Post Issue Percentage
1 Atul Jeevandharkumar Hegde 6177591 40.09 6177591 29.51
2 Sudhir Menon 3088800 20.05 3088800 14.76
3 Subodh Menon 3088800 20.05 3088800 14.76

  • The company's business is concentrated around key clients, which account for a significant amount of its revenue. If the company fails to retain these clients, or diversify its client base or if the company's key clients reduce their marketing budgets, the company's business, revenue growth, results of operations, cash flows and financial condition may be materially and adversely affected.
  • The company's operations are dependent on a limited number of key suppliers. Any disruption or change in terms with these suppliers could impact its ability to deliver services, affecting the company's business, financial condition, and results of operations.
  • The company's revenues are highly dependent on certain key industries. Any decrease in demand for marketing services in these industry verticals could reduce its revenues and adversely affect our business, financial condition and results of operations.
  • Digital marketing forms a substantial part of its offerings and hence is the company's major source of income. Any changes in trend, decrease in digital advertisement-spend by its clients could have a material adverse effect on the company's business, revenue growth and results of operations and financial condition.
  • The company's inability to consistently upgrade its data analytics capabilities in line with the latest technologies or if the company's databased predictions are wrong because its technology hasn't evolved enough or due to any other reasons, it may adversely affect the company's quality of services and clients' satisfaction. The cost of implementing any new technologies could adversely affect its business and financial condition.
  • Companies may undertake their advertising projects, market research and data analysis functions inhouse and setting up dedicated departments to service their marketing needs, thus reducing the company's prospective customer base. This may adversely affect its revenues and growth prospects.
  • The company's results of operations and its key business measures are subject to quarterly variations that could cause fluctuations in the company's results of operations.
  • The company's inability to maintain and enhance its brand name and reputation can have a material adverse effect on the company's revenue of operations.
  • The company's efforts to diversify its service portfolio through new initiatives may adversely affect the company's business operations, expenses and customer satisfaction.
  • The company does not have long-term agreements with its customers. Any changes or cancellations to the company's orders may adversely affect its business, results of operations and financial condition.
  • The company's growth and profitability may be affected due to intense competition and market disruptions.
  • The company's efforts to expand into international markets and new service verticals could strain its resources and affect the company's performance.
  • The company is routinely engaged to create advertisement campaigns and social media campaigns with persuasive messaging that may become subject to negative backlash from its client's target audience and may become a topic of negative debate on social media platforms.
  • Global market, economic and geopolitical conditions may adversely affect its business, results of operations, liquidity and financial condition and those of the company's customers.
  • The company has undertaken, and may continue to undertake strategic acquisitions, which the company may fails to integrate efficiently and which may not perform in line with its expectations or may be prone to other contingencies.
  • The industry in which we operate possess various risks and challenges as provided in the Industry Report titled "Industry Report on Digital Marketing" dated August 01, 2025, which is exclusively prepared for the purposes of the Issue and issued by D&B and is commissioned and paid for by the Company ("D&B Report").
  • The Unaudited Proforma Consolidated Financial Information included in this Draft Red Herring Prospectus is presented solely for illustrative purposes only and may not accurately reflect its future financial condition, financial position and results of operations.
  • The company reported a net loss of Rs.259.89 lakhs in Fiscal 2023. Although the company achieved profitability in Fiscals 2024 and 2025 with net profits of Rs.250.66 lakhs and Rs.1,193.34 lakhs respectively, however there can be no assurance that the company will be able to maintain profitability in the future.
  • The company's Subsidiaries, FFC Information Private Limited, INTNT Asia Pacific Pte. Ltd. and Yaap Digital FZE, have incurred losses in the past and may incur losses in the future, which could have an adverse effect on its business, financial condition and results of operations.
  • The company has experienced negative cash flows in previous Fiscals and may continue to have negative cash flows in the future.
  • The company has contingent liabilities and its financial condition could be adversely affected if any of these contingent liabilities materialize.
  • The company's revenue depends on project-based contracts, and the company does not have long-term commitments from its clients.
  • The company is subject to transfer pricing regulations in respect of transactions with its foreign Subsidiaries.
  • Exchange rate fluctuations may adversely affect its results of operations as some portion of the company's revenues and expenditures are denominated in foreign currencies.
  • The company has unsecured loans outstanding from its Directors and Promoters, which may be recalled at any time and could adversely affect the company's financial condition.
  • The company may have to be dependent on debt financing from Banks, and any inability to raise funds could impact its financial stability.
  • Any future penalties or demands raised by statutory authorities may adversely impact the financial position of the Company.
  • There are outstanding legal proceedings involving the Company, Promoters, Directors, Key Managerial Personnel, Senior Managerial Personnel and Subsidiaries. Any adverse decision in such proceedings may have a material adverse effect on its business, results of operations and financial condition.
  • There has been delay in filing of forms with the Registrar of Companies as per the stipulated timelines prescribed under the Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for delay in such compliances could impact the reputation and financial position of the Company to that extent.
  • The company's inability to protect or use its intellectual property rights may adversely affect the company's business.
  • Non-compliance with and changes in any of the applicable laws, rules or regulations may adversely affect its business, results of operations and financial condition and cash flows.
  • The company requires certain approvals, licenses, registrations and permits for conducting its business and the company's inability to obtain, retain or renew them in a timely manner, or at all, may adversely affect its business, results of operations and financial condition.
  • The Objects of the Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of its Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.
  • The Company proposes to use a portion of the Net Proceeds from the Issue for acquisition of Gozoop Online Private Limited, following which the Company will be responsible for overseeing and managing Gozoop. The company may faces difficulties in completing the acquisition within the terms mentioned in term sheet, affecting its future plans and prospects.
  • The company's proposed use of Net Proceeds for establishing the AI-led Short-Form Content Production Hub is subject to implementation, operational, and market risks.
  • The objects of the Issue include funding incremental working capital requirements, which is based on certain assumptions and estimates. Any failures in arranging adequate working capital for its operations may adversely affect its business, results of operations, cash flows and financial conditions.
  • The company proposes to utilize a portion of the Net Proceeds to undertake inorganic growth through acquisitions for which the target(s) are yet to be identified, and may not be identified until the listing and trading of the Equity Shares, and which acquisitions may not be successfully concluded. As on the date of this Draft Red Herring Prospectus, the company has not entered into any definitive arrangements or identified any targets towards any of its future acquisitions. If the Net Proceeds proposed to be utilized towards funding inorganic growth through acquisitions are insufficient for the cost of the company's proposed acquisitions and other strategic initiative, the company may have to seek alternative forms of funding.
  • The company's dependence on third-party platforms poses operational and financial threat to the company.
  • The company's reliance on field infrastructure, workforce key personnel and creative talent poses operational risks.
  • Interruption or failures of the company's information technology or data backup systems could impair its ability to provide our services effectively and in a timely manner, and could result in loss of work product, customer files or other valuable data.
  • The company's business depends upon communication networks operated by third-party providers as well as the internet, the disruption of which could negatively affect its business.
  • Increases in operational costs, including employee compensation and related expenses, in India and other International Markets where the company operates currently may prevent the company from sustaining its competitive advantage and may reduce the company's profit margin.
  • The company may be subject to claims of infringement of third-party intellectual property rights that are costly to defend, result in the diversion of management's time and efforts, require the payment of damages and limit its ability to use particular technologies in the future.
  • The international nature of Digital Marketing business exposes it to several risks, such as significant currency fluctuations and unexpected changes in the regulatory requirements of multiple jurisdictions.
  • The company's Registered Office, Corporate Office and Branch Offices are operated on either lease basis or on leave and license basis premises and its inability to renew such lease agreements or leave and license agreements may adversely affect the company's business, results of operations and financial condition.
  • If the company fails to maintain an effective system of internal controls, the company may not be able to successfully manage, or accurately report, the company's financial risks. Despite its internal control systems, the company may be exposed to operational risks, including fraud, petty theft and embezzlement, which may adversely affect its reputation, business, financial condition, results of operations and cash flows.
  • The company may face the risk of becoming obsolete due to rapid technological changes and digital disruptions.
  • The company's insurance coverage may not be adequate to protect the company against all potential losses, which may have a material adverse effect on its business, financial condition, cash flows and results of operations.
  • The company depends on assets and operations in India, United Arab Emirates and Singapore, which are subject to regulatory, economic, social and political uncertainties.
  • The company has commissioned an industry report from Dun & Bradstreet Information Services India Private Limited, which has been used for industry related data in this Draft Red Herring Prospectus.
  • The company's success depends largely upon the knowledge and experience of one of its Promoters, Atul Jeevandharkumar Hegde.
  • Relevant copies of educational qualification of one of its Promoter and Managing Director, Atul Jeevandharkumar Hegde is not traceable.
  • The company's Promoters and Promoter Group will continue to retain a majority shareholding in the Company after the Issue, which will allow them to exercise significant influence over the company.
  • The sister and the step-brother of the wife of its Promoter, Subodh Menon, who are deemed to be a part of the Promoter Group under the SEBI ICDR Regulations, have not provided consent to be identified as a member of the Promoter Group and have not provided any information in respect of themselves and their relevant entities as Promoter Group. Consequently, the company cannot assure you that the disclosures relating to such members of its Promoter Group are complete or up-to-date.
  • The company's Directors and Promoters may enter into ventures which are in businesses similar to the company's.
  • The company has entered, and will continue to enter, into related party transactions which may involve conflicts of interest. Further, the company's Promoters, Directors and Key Managerial Personnel may have interests in the company other than reimbursement of expenses incurred and normal remuneration or benefits.
  • The determination of the Price Band is based on various factors and assumptions and the Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares upon listing on the Stock Exchange.
  • The company has presented certain supplemental information of its performance and liquidity which is not prepared under or required under AS.
  • Significant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of its financial condition.
  • Pursuant to listing of the Equity Shares, the company may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock Exchange in order to enhance market integrity and safeguard the interest of investors.
  • The company's business is concentrated around key clients, which account for a significant amount of its revenue. If the company's fails to retain these clients, or diversify its client base or if the company's key clients reduce their marketing budgets, the company's business, revenue growth, results of operations, cash flows and financial condition may be materially and adversely affected.
  • The company's operations are dependent on a limited number of key suppliers. Any disruption or change in terms with these suppliers could impact its ability to deliver services, affecting the company's business, financial condition, and results of operations.
  • The company's revenues are highly dependent on certain key industries. Any decrease in demand for marketing services in these industry verticals could reduce its revenues and adversely affect the company's business, financial condition and results of operations.
  • The company's Promoters are involved in certain tax litigations, and adverse outcomes in these proceedings could have a material adverse effect on them and, consequently, on the Company.
  • Digital marketing forms a substantial part of the company's offerings and hence is the company's major source of income. Any changes in trend, decrease in digital advertisement-spend by its clients could have a material adverse effect on the company's business, revenue growth and results of operations and financial condition.
  • The company's inability to consistently upgrade our data analytics capabilities in line with the latest technologies or if the company's databased predictions are wrong because its technology hasn't evolved enough or due to any other reasons, it may adversely affect the company's quality of services and clients' satisfaction. The cost of implementing any new technologies could adversely affect its business and financial condition.
  • Companies may undertake their advertising projects, market research and data analysis functions inhouse and setting up dedicated departments to service their marketing needs, thus reducing its prospective customer base. This may adversely affect the company's revenues and growth prospects.
  • The company has undertaken, and may continue to undertake strategic acquisitions, which the company may fails to integrate efficiently and which may not perform in line with its expectations or may be prone to other contingencies.
  • The company's revenue depends on project-based contracts, and the company does not have long-term commitments from its clients.
  • The company's results of operations and the company's key business measures are subject to quarterly variations that could cause fluctuations in the company's results of operations.
  • The company's inability to maintain and enhance its brand name and reputation can have a material adverse effect on the company's revenue of operations.
  • The company's efforts to diversify the company's service portfolio through new initiatives may adversely affect its business operations, expenses and customer satisfaction.
  • The Company proposes to use a portion of the Net Proceeds from the Issue for acquisition of Gozoop Online Private Limited, following which the Company will be responsible for overseeing and managing Gozoop. The company may face difficulties in completing the acquisition within the terms mentioned in term sheet, affecting its future plans and prospects.
  • The company's proposed use of Net Proceeds for establishing the AI-led Short-Form Content Production Hub is subject to implementation, operational, and market risks.
  • The objects of the Issue include funding incremental working capital requirements, which is based on certain assumptions and estimates. Any failures in arranging adequate working capital for the company's operations may adversely affect its business, results of operations, cash flows and financial conditions.
  • The company proposes to utilize a portion of the Net Proceeds to undertake inorganic growth through acquisitions for which the target(s) are yet to be identified, and may not be identified until the listing and trading of the Equity Shares, and which acquisitions may not be successfully concluded. As on the date of this Red Herring Prospectus, the company has not entered into any definitive arrangements or identified any targets towards any of the company's future acquisitions. If the Net Proceeds proposed to be utilized towards funding inorganic growth through acquisitions are insufficient for the cost of the company's proposed acquisitions and other strategic initiative, the company may have to seek alternative forms of funding.
  • The Objects of the Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of the company's Net Proceeds as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.
  • The company does not have long-term agreements with its customers. Any changes or cancellations to the company's orders may adversely affect its business, results of operations and financial condition.
  • The company's growth and profitability may be affected due to intense competition and market disruptions.
  • The company's efforts to expand into international markets and new service verticals could strain its resources and affect the company's performance.
  • The company is routinely engaged to create advertisement campaigns and social media campaigns with persuasive messaging that may become subject to negative backlash from the company's client's target audience and may become a topic of negative debate on social media platforms.
  • Global market, economic and geopolitical conditions may adversely affect its business, results of operations, liquidity and financial condition and those of the company's customers.
  • The industry in which the company operates possess various risks and challenges as provided in the Industry Report titled "Industry Report on Digital Marketing" dated August 01, 2025, which is exclusively prepared for the purposes of the Issue and issued by D&B and is commissioned and paid for by the Company ("D&B Report").
  • The Unaudited Proforma Consolidated Financial Information included in this Red Herring Prospectus is presented solely for illustrative purposes only and may not accurately reflect its future financial condition, financial position and results of operations.
  • The company reporteds a net loss of Rs.259.89 lakhs in Fiscal 2023. Although the company achieveds profitability in Fiscals 2024 and 2025 with net profits of Rs.250.66 lakhs and Rs.1,193.34 lakhs respectively, however there can be no assurance that the company will be able to maintain profitability in the future.
  • The company's Subsidiaries, FFC Information Private Limited, INTNT Asia Pacific Pte. Ltd. and Yaap Digital FZE, have incurred losses in the past and may incur losses in the future, which could have an adverse effect on the company's business, financial condition and results of operations.
  • The company has experienced negative cash flows in previous Fiscals and may continue to have negative cash flows in the future.
  • The company has contingent liabilities and our financial condition could be adversely affected if any of these contingent liabilities materialize.
  • The company is subjects to transfer pricing regulations in respect of transactions with its foreign Subsidiaries.
  • Exchange rate fluctuations may adversely affect its results of operations as some portion of the company's revenues and expenditures are denominated in foreign currencies.
  • The company has unsecured loans outstanding from its Directors and Promoters, which may be recalled at any time and could adversely affect the company's financial condition.
  • The company may have to be dependent on debt financing from Banks, and any inability to raise funds could impact its financial stability.
  • Any future penalties or demands raised by statutory authorities may adversely impact the financial position of the Company.
  • There are outstanding legal proceedings involving the Company, Promoters, Directors, Key Managerial Personnel, Senior Managerial Personnel and Subsidiaries. Any adverse decision in such proceedings may have a material adverse effect on our business, results of operations and financial condition.
  • There has been delay in filing of forms with the Registrar of Companies as per the stipulated timelines prescribed under the Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for delay in such compliances could impact the reputation and financial position of the Company to that extent.
  • The company's inability to protect or use its intellectual property rights may adversely affect the company's business.
  • Non-compliance with and changes in any of the applicable laws, rules or regulations may adversely affect its business, results of operations and financial condition and cash flows.
  • The company requires certain approvals, licenses, registrations and permits for conducting the company's business and the company's inability to obtain, retain or renew them in a timely manner, or at all, may adversely affect its business, results of operations and financial condition.
  • The company's reliance on field infrastructure, workforce key personnel and creative talent poses operational risks.
  • Interruption or failures of the company's information technology or data backup systems could impair our ability to provide the company's services effectively and in a timely manner, and could result in loss of work product, customer files or other valuable data.
  • The company's business depends upon communication networks operated by third-party providers as well as the internet, the disruption of which could negatively affect its business.
  • Increases in operational costs, including employee compensation and related expenses, in India and other International Markets where the company operates currently may prevent the company from sustaining its competitive advantage and may reduce its profit margin.
  • The company may be subject to claims of infringement of third-party intellectual property rights that are costly to defend, result in the diversion of management's time and efforts, require the payment of damages and limit its ability to use particular technologies in the future.
  • The international nature of Digital Marketing business exposes it to several risks, such as significant currency fluctuations and unexpected changes in the regulatory requirements of multiple jurisdictions.
  • The company's Registered Office, Corporate Office and Branch Offices are operated on either lease basis or on leave and license basis premises and the company's inability to renew such lease agreements or leave and license agreements may adversely affect its business, results of operations and financial condition.
  • If the company fails to maintain an effective system of internal controls, the company may not be able to successfully manage, or accurately report, the company's financial risks. Despite our internal control systems, the company may be exposed to operational risks, including fraud, petty theft and embezzlement, which may adversely affect its reputation, business, financial condition, results of operations and cash flows.
  • The may faces the risk of becoming obsolete due to rapid technological changes and digital disruptions.
  • The company's insurance coverage may not be adequate to protect the company against all potential losses, which may have a material adverse effect on the company's business, financial condition, cash flows and results of operations.
  • The company depends on assets and operations in India, United Arab Emirates and Singapore, which are subject to regulatory, economic, social and political uncertainties.
  • The has commissioned an industry report from Dun & Bradstreet Information Services India Private Limited, which has been used for industry related data in this Red Herring Prospectus.
  • The company's success depends largely upon the knowledge and experience of one of its Promoters, Atul Jeevandharkumar Hegde.
  • Relevant copies of educational qualification of one of the company's Promoter and Managing Director, Atul Jeevandharkumar Hegde is not traceable.
  • The company's Promoters and Promoter Group will continue to retain a majority shareholding in the Company after the Issue, which will allow them to exercise significant influence over the company.
  • The sister and the step-brother of the wife of the company's Promoter, Subodh Menon, who are deemed to be a part of the Promoter Group under the SEBI ICDR Regulations, have not provided consent to be identified as a member of the Promoter Group and have not provided any information in respect of themselves and their relevant entities as Promoter Group. Consequently, the company cannot assure you that the disclosures relating to such members of the company's Promoter Group are complete or up-to-date.
  • The company's Directors and Promoters may enter into ventures which are in businesses similar to the company's .
  • The company has entered, and will continue to enter, into related party transactions which may involve conflicts of interest. Further, the company's Promoters, Directors and Key Managerial Personnel may have interests in the company other than reimbursement of expenses incurred and normal remuneration or benefits.
  • The determination of the Price Band is based on various factors and assumptions, and the Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares upon listing on the Stock Exchange.
  • The company has presented certain supplemental information of the company's performance and liquidity which is not prepared under or required under AS.
  • Significant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of the company's financial condition.
  • Pursuant to listing of the Equity Shares, the company may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock Exchange in order to enhance market integrity and safeguard the interest of investors.

The Issue type of Yaap Digital Ltd is Book Building - SME.

The minimum application for shares of Yaap Digital Ltd is 2000.

The total shares issue of Yaap Digital Ltd is 5525000.

Initial public offering of 55,25,000 equity shares of face value of Rs.10/- each ("Equity Shares") for cash at a price of Rs. 145 per equity share (including a premium of Rs. 135 per equity share) ("Issue Price") aggregating to Rs. 80.11 crores ("the Issue"). The issue will constitute 26.39% of the post-issue paid up equity share capital of the company. The issue includes a reservation of up to 2,80,000 equity shares aggregating to Rs. 4.06 crores (constituting up to 1.34% of the post issue paid-up equity share capital of the company) for subscription by market maker ("Market Maker Reservation Portion"). The issue less the market maker reservation portion is hereinafter referred to as the "Net Issue". The issue and the net issue will constitute 26.39% and 25.05% respectively, of the post-issue paid-up equity share capital of the company. The company, in consultation with the brlm, may consider an issue of specified securities, as may be permitted under applicable law to any person(s) of up to 13,20,000 equity shares prior to filing of the ("pre-ipo placement"). The pre-ipo placement, if undertaken, will be at a price to be decided by the company, in consultation with the brlm. If the pre-ipo placement is completed, the amount raised pursuant to the pre-ipo placement will be reduced from the issue, subject to compliance with Rule 19(2)(b) of the scrr. The pre-ipo placement, if undertaken, shall not exceed 20% of the size of the issue. Prior to the completion of the issue, the company shall appropriately intimate the subscribers to the pre-ipo placement, prior to allotment pursuant to the pre-ipo placement, that there is no guarantee that the company may proceed with the issue or the issue may be successful and will result into listing of the equity shares on the stock exchange. Further, relevant disclosures in relation to such intimation to the subscribers to the pre-ipo placement (if undertaken). Price Band: Rs.145/- per equity share of face value of Rs. 10/- each. The floor price and cap price is 14.50 times the face value of the equity shares. Bids can be made for a minimum of 2,000 equity shares and in multiples of 1,000 equity shares thereafter.