Amba Auto Sales & Services Logo

Amba Auto Sales & Services IPO

BSE SMELot: 1000

UPCOMINGSME
Price Band
130 - ₹135
Lot Size
1,000
Issue Size
₹65 Cr
GMP
0
Subscription
-

IPO Schedule

1
Open
27 Apr
2
Close
29 Apr
3
Allotment
30 Apr
4
Listing
5 May

About Amba Auto Sales & Services

Amba Auto Sales and Services Limited is an automobile retail and service company primarily engaged in the sale and servicing of two-wheelers and three-wheelers manufactured by Bajaj Auto Limited. The company operates as an authorized dealer and service partner in Karnataka.

Company Profile

The company was originally incorporated on February 24, 2005 as “Amba Auto Sales and Services Private Limited”. It was converted into a public company on May 14, 2025 in preparation for the IPO and renamed “Amba Auto Sales and Services Limited”.

Particulars

Details

Incorporation Date

February 24, 2005

Original Name

Amba Auto Sales and Services Private Limited

Current Name

Amba Auto Sales and Services Limited

Conversion to Public Company

May 14, 2025

Registered Office

Hongasandra, Bengaluru, Karnataka

Sector

Automobile Retail

Industry

Two-wheeler and three-wheeler dealership and after-sales service

Exchange Proposed

NSE Emerge

Main OEM Relationship

Bajaj Auto

The registered office is located at Sy. No. 442/2A, 443/2B, 7, Hongasandra, Bengaluru, Karnataka – 560068.

The company’s core business includes:

  • Sale of Bajaj motorcycles, scooters and electric vehicles

  • Sale of Bajaj three-wheelers

  • Vehicle servicing and repairs

  • Sale of spare parts and accessories

  • Insurance facilitation and financing support

  • Extended warranty and maintenance plans

The company caters to retail customers, commercial vehicle operators, fleet buyers and small business owners across Karnataka.

Industry Background and Market Environment

Amba Auto operates in India’s automobile dealership ecosystem, particularly within the two-wheeler and three-wheeler market. This is one of the largest consumer mobility sectors in India.

India remains the world’s largest two-wheeler market. Demand is supported by rising urbanization, increasing disposable income, lower-cost transportation needs, and the expansion of electric mobility.

Industry Metric

Data

India Two-Wheeler Market Size (2025)

USD 28.84 billion

Forecast Market Size (2031)

USD 38.68 billion

Forecast CAGR (2026-2031)

5.02%

Share of Motorcycles in Market

74.05%

Offline Dealership Share

95.35%

The dealership channel remains highly important because over 95% of two-wheeler purchases in India still happen through physical dealerships and showrooms. This strongly benefits companies like Amba Auto that have an established local distribution and service network.

The electric two-wheeler segment is also emerging as a major growth area. Bajaj’s Chetak electric scooter has been gaining traction across urban markets. Karnataka, especially Bengaluru, is one of India’s leading EV markets because of better charging infrastructure and higher consumer acceptance.

The Indian two-wheeler market is expected to continue growing due to:

  • Increasing need for affordable transportation

  • Strong rural and semi-urban demand

  • Rising penetration of financing

  • Higher demand for premium motorcycles and scooters

  • Government incentives for EVs and cleaner mobility

However, the industry also faces headwinds such as volatile fuel prices, higher financing costs, rising competition from EV startups and OEM inventory pressure.

Company Business Overview

Amba Auto functions within the automotive value chain as a downstream retail and service company. It does not manufacture vehicles. Instead, it purchases inventory from Bajaj Auto and sells it through its showroom network.

The company’s business model is based on four major revenue streams:

Revenue Segment

Description

Vehicle Sales

Bajaj motorcycles, scooters, EVs and three-wheelers

Service Revenue

Periodic maintenance, repairs and workshop income

Spare Parts & Accessories

Genuine parts, lubricants, helmets, accessories

Allied Revenue

Vehicle finance commissions, insurance commissions and registration support

The company’s target customers include:

  • Salaried urban consumers buying motorcycles and scooters

  • Commercial vehicle buyers purchasing three-wheelers

  • Delivery and logistics operators

  • Existing vehicle owners requiring servicing and spare parts

The company is strategically positioned because it earns recurring income not only from vehicle sales but also from servicing and spares. Service and spare parts businesses usually have higher margins and provide stability even when new vehicle sales slow down.

Its position in the value chain can be summarized as:

Manufacturer → Dealer/Distributor → Customer → After-Sales Service

Here, Amba Auto occupies the dealer and service layer.

Key Regulations and Compliance Framework

The company operates in a tightly regulated environment. Since it is an automobile dealer and IPO-bound public company, it must comply with both automobile regulations and securities regulations.

Regulation / Law

Relevance to Company

Companies Act, 2013

Corporate governance and board requirements

SEBI ICDR Regulations, 2018

IPO process and disclosures

SEBI LODR Regulations, 2015

Post-listing compliance

Motor Vehicles Act, 1988

Vehicle sale and registration rules

GST Act

Tax on vehicles, spare parts and services

Consumer Protection Act, 2019

Customer grievance and warranty obligations

Shops and Establishments Act

Employee and showroom operations

Environmental Laws

Workshop waste disposal and pollution compliance

Labour Laws

PF, ESIC, gratuity and employee rights

After listing, the company will also need to comply with:

  • Quarterly financial disclosures

  • Board and committee requirements

  • Related-party transaction norms

  • Insider trading restrictions

  • Shareholding disclosures

Risk Profile

Major Business Risks

Risk

Why It Matters

Dependence on Bajaj Auto

A large part of the business depends on one OEM relationship. Loss of dealership rights could materially affect revenue.

Geographic Concentration

Operations are concentrated in Karnataka, exposing the company to local market slowdowns.

Cyclical Industry

Demand for automobiles is linked to economic growth, interest rates and consumer sentiment.

Competition

The company competes with other Bajaj dealers and dealers of Hero, Honda, TVS and EV brands.

EV Transition

If the company fails to adapt to the shift toward electric vehicles, future growth could slow.

Financial Risks

Financial Risk

Impact

Working Capital Requirement

Vehicle dealerships require large inventory and cash blockage.

Borrowings

High debt may increase interest burden and reduce profitability.

Low Margins on Vehicle Sales

New vehicle sales are typically low-margin, so volume decline can sharply impact profits.

Dependence on Finance Availability

If banks reduce vehicle financing, sales could weaken.

Operational Risks

Operational Risk

Details

Inventory Obsolescence

Unsold vehicle inventory may lose value when new models are launched.

Dependence on Skilled Staff

Service centres require trained technicians and mechanics.

Regulatory Compliance

Any lapse in tax, labour or environmental compliance could lead to penalties.

The company has also stated that its shares may experience volatility after listing because this is its first public issue. There is no previous trading history for the stock.

Promoters and Ownership Group

The promoters of the company are:

  • Pradeep Kumar Lohia

  • Rakesh Kumar Lohia

  • Vikash Kumar Lohia

The Lohia family has built the company over nearly two decades and has played a direct role in expanding its dealership and service business in Karnataka.

Promoter

Position

Role

Pradeep Kumar Lohia

Promoter

Strategic direction and business expansion

Rakesh Kumar Lohia

Managing Director

Daily operations and dealership management

Vikash Kumar Lohia

CFO

Finance, planning and capital management

Group Entities and Associate Companies

These group entities are connected through common ownership or business dealings.

The likely role of these entities includes:

  • Real estate holding for showrooms or workshops

  • Vehicle distribution and logistics support

  • Financing or related business activities

  • Common management control

Since the company is family-controlled, the relationship with group entities is important for understanding related-party transactions and dependency risks.

Leadership Team and Key Executives

Name

Designation

Rakesh Kumar Lohia

Managing Director

Vikash Kumar Lohia

Chief Financial Officer

Chetan Kumar Hiralal Solanki

Company Secretary & Compliance Officer

The leadership structure reflects a promoter-led business where operational decisions remain closely controlled by the founding family.

Corporate Governance and Board Committees

Ahead of the IPO, the company strengthened its governance structure and constituted the mandatory committees required under the Companies Act and SEBI regulations.

Committee

Purpose

Audit Committee

Financial reporting, internal controls and auditor oversight

Nomination & Remuneration Committee

Director appointments and compensation

Stakeholders Relationship Committee

Shareholder complaints and investor services

CSR Committee

Corporate social responsibility initiatives

All these committees were constituted in July 2025.

Legal Matters and Regulatory Proceedings

no major litigation appears significant enough to threaten the company’s continuity or the IPO itself.

Potential litigation areas typically include:

  • Tax disputes

  • Employee claims

  • Consumer complaints

  • Regulatory filings and approvals

  • Property or lease-related disputes

Financial Performance Overview

Amba Auto has shown steady growth in revenue over the last three financial years, driven mainly by higher vehicle sales, growth in the three-wheeler business, stronger service income and expanding spare parts sales.

Revenue Trend

Particulars (₹ lakh)

FY2023

FY2024

FY2025

9M FY2026*

Revenue from Operations

11,295.44

21,122.83

24,236.65

20,374.02

Other Income

9.69

10.66

9.42

5.44

Total Income

11,305.13

21,133.49

24,246.07

20,379.46

*9M FY2026 refers to the nine months ended December 31, 2025.

The company nearly doubled its revenue between FY2023 and FY2024. This was primarily due to:

  • Strong increase in Bajaj three-wheeler sales

  • Better realization from spare parts and servicing

  • Improved showroom throughput and dealership scale

Revenue Mix

Segment

FY2023 (₹ lakh)

FY2024 (₹ lakh)

FY2025 (₹ lakh)

9M FY2026 (₹ lakh)

Two-Wheeler Sales

3,545.11

7,165.19

7,621.23

6,476.70

Three-Wheeler Sales

6,190.03

11,210.08

13,305.72

10,331.30

Spare Parts & Accessories

360.71

632.17

776.01

1,017.30

Service & Repairs

669.90

1,174.01

1,397.99

1,714.11

LG Electronics Sales

500.00

914.98

1,092.26

759.92

The business is still dominated by vehicle sales, especially three-wheelers, which contributed more than half of FY2025 revenue. However, the higher-margin service and spare parts segment is also growing rapidly and is becoming increasingly important.

Profitability Snapshot

Particulars (₹ lakh)

FY2023

FY2024

FY2025

9M FY2026

EBITDA

236.51

438.72

768.94

819.59

Profit After Tax (PAT)

124.79

288.67

561.38

1,175.44

Net Worth

447.97

736.64

1,514.24

2,689.68

The company’s profitability has improved faster than revenue. PAT increased from ₹124.79 lakh in FY2023 to ₹561.38 lakh in FY2025, indicating stronger operating leverage and better scale benefits.

Borrowings and Financial Obligations

As of December 31, 2025, the company had total outstanding borrowings of ₹5,741.79 lakh.

Type of Borrowing

Amount (₹ lakh)

Secured Loans from Banks

4,778.64

Unsecured Loans from Others

963.15

Total Borrowings

5,741.79

Most of the company’s borrowings are working capital loans and term loans used for:

  • Inventory funding

  • Showroom and workshop expansion

  • Purchase of plant and machinery

  • Vehicle stock financing

Major Secured Loans

Lender

Nature

Outstanding (₹ lakh)

Interest Rate

Saraswat Co-operative Bank

Term Loan

30.00

10.10%

Saraswat Co-operative Bank

Term Loan

82.25

10.10%

Saraswat Co-operative Bank

Term Loan

26.98

8.70%

These loans are secured against plant and machinery, furniture and fixtures. Repayment tenures range from 5 to 7 years.

A high working capital requirement is natural in the dealership business because the company must keep a significant inventory of vehicles, spare parts and accessories before sales occur.

Cash Flow Position

The company’s cash generation is improving, but like most auto dealers, a large amount of cash gets tied up in inventory and receivables.

The company generates cash from:

  • Vehicle sales

  • Workshop and service income

  • Spare parts sales

  • Finance and insurance incentives

Cash is primarily used for:

  • Buying vehicle inventory

  • Repaying loans

  • Expanding service infrastructure

  • Capital expenditure for new branches and workshops

The company’s improving PAT and net worth suggest that operating cash flow has strengthened, although working capital consumption remains significant due to higher inventory levels.

Cash Flow Area

Key Driver

Operating Activities

Sale of vehicles, servicing, spare parts

Investing Activities

Purchase of plant, machinery and branch infrastructure

Financing Activities

Borrowings, repayment of loans and proposed IPO proceeds

Important Financial Ratios

The company’s ratios indicate that profitability and returns have improved sharply over the last three years.

Ratio

FY2023

FY2024

FY2025

9M FY2026

EBITDA Margin

2.09%

2.08%

3.17%

4.02%

PAT Margin

1.10%

1.37%

2.32%

5.77%

Return on Net Worth (RoNW)

27.86%

39.20%

37.07%

43.70%

Net Worth (₹ lakh)

447.97

736.64

1,514.24

2,689.68

Earnings Per Share (₹)*

0.93

2.14

4.16

8.71

*Calculated after considering bonus issue adjustments.

The rising return ratios show that management has been able to scale the business without proportionately increasing capital.

Management Discussion and Business Strategy (MDA)

Management believes the company is well positioned to benefit from:

  • Rising demand for two-wheelers and three-wheelers in Karnataka

  • Growing penetration of electric vehicles

  • Expansion in servicing and spare parts

  • Increasing financing availability for buyers

The company’s growth strategy includes:

Strategic Area

Planned Action

Network Expansion

Open new showrooms and workshops in Karnataka

Service Business

Increase workshop capacity and improve customer retention

EV Business

Expand Bajaj Chetak and EV-related sales infrastructure

Working Capital

Use IPO funds to support larger inventory levels

Brand Strengthening

Improve customer acquisition and local market presence

Management also believes that recurring service income will help protect profitability even during weaker vehicle sales cycles.

Purpose of the IPO (Use of Funds)

The IPO is entirely a fresh issue of up to 48.24 lakh equity shares. There is no offer for sale by existing shareholders. That means the money raised will go directly to the company.

The issue proceeds are proposed to be used for the following purposes:

Purpose

Description

Repayment / Prepayment of Borrowings

Reduce debt and interest burden

Working Capital Requirements

Support higher inventory and operating needs

General Corporate Purposes

Brand building, business expansion and administrative expenses

Issue Expenses

IPO-related costs

The largest portion of the IPO proceeds is expected to go toward working capital and debt reduction, which is common for dealership businesses.

Pricing Logic and Valuation Basis

The company has disclosed that the pricing will be based on:

  • Earnings per share

  • Net asset value

  • Return ratios

  • Comparison with listed peer companies

  • Growth prospects and industry outlook

Key Valuation Indicators

Valuation Metric

FY2025

EPS (₹)

4.16

Net Worth (₹ lakh)

1,514.24

NAV Per Share (₹)

11.22

RoNW

37.07%

The company’s improving earnings and relatively high RoNW could justify a premium valuation, although investors will need to compare the final price band with other listed auto dealership companies before subscribing.

Share Capital and Ownership Structure

Before the IPO, the company has a pre-issue paid-up equity share capital of 1,34,92,800 equity shares of face value ₹10 each.

The IPO will consist of up to 48,24,000 fresh equity shares.

Particulars

Number of Shares

Pre-Issue Equity Shares

1,34,92,800

Fresh Issue Shares

48,24,000

Post-Issue Equity Shares

1,83,16,800

The fresh issue will dilute existing shareholders, but promoters will continue to retain majority control after listing.

Shareholding Pattern

Pre-Issue Shareholding

Shareholder

Shares Held

% Holding

Vikash Kumar Lohia

44,96,400

33.31%

Rakesh Kumar Lohia

44,96,400

33.31%

Pradeep Kumar Lohia

40,50,000

30.00%

Prakash Kumar Lohia

4,50,000

3.33%

Post-Issue Broad Pattern

Category

Approximate Holding After IPO

Promoters & Promoter Group

~73.67%

Public Shareholders

~26.33%

The issue itself will constitute 26.33% of the post-issue equity capital. Therefore, even after listing, the promoter family will continue to remain the controlling shareholder group.

Dividend Policy

Amba Auto has not adopted a fixed dividend payout ratio. The company’s stated policy is to retain earnings for business expansion, working capital and future growth rather than distribute a large part of profits as dividends.

Since the company operates in a working-capital-intensive business, management has indicated that profits are likely to be reinvested into:

  • Vehicle inventory

  • New showrooms and workshops

  • Expansion of service capacity

  • Reduction of borrowings

The Board may recommend dividends in future depending on:

Factor

Impact on Dividend Decision

Profitability

Higher profits improve dividend capacity

Working Capital Need

High inventory requirements reduce payout potential

Future Expansion Plans

More expansion means lower immediate dividends

Debt Repayment

Borrowing reduction may take priority over dividend distribution

Regulatory Restrictions

Dividend can be declared only if compliant with Companies Act and loan covenants

The company has not paid significant dividends historically because it has focused on business expansion.

Related Party Dealings

Because Amba Auto is a promoter-led family business, there have been related-party transactions between the company and promoter-controlled entities.

These transactions generally include:

Nature of Transaction

Likely Counterparty

Rent Paid

Promoter-owned properties used as showrooms or offices

Loans / Advances

Promoters or promoter group entities

Purchase / Sale of Goods

Related entities within the business ecosystem

Reimbursement of Expenses

Promoter-related companies

The company has disclosed that these transactions were carried out in the ordinary course of business and on an arm’s-length basis. After listing, all related-party transactions will be subject to stricter approval and disclosure requirements under SEBI LODR Regulations.

Key Agreements and Legal Contracts

The company has entered into several important agreements that are essential for its business operations and the IPO process.

Agreement

Purpose

Dealership Agreement with Bajaj Auto

Allows the company to sell Bajaj vehicles and provide after-sales services

Market Making Agreement

Ensures liquidity in shares after listing

Underwriting Agreement

Provides underwriting support for the IPO

Registrar Agreement

Appointment of Bigshare Services Private Limited

Banker to the Issue Agreement

Banking arrangements for IPO proceeds

Monitoring Agency Agreement

Oversight of IPO fund utilization

Issue Agreement with BRLM

Defines responsibilities of CapitalSquare Advisors

The Bajaj dealership agreement is especially important because the company’s entire business depends heavily on maintaining its authorized dealer status.

Rights of Equity Shareholders

After listing, shareholders will have the same rights as shareholders of any listed company under the Companies Act and SEBI regulations.

Shareholder Right

Description

Voting Rights

One vote per equity share

Dividend Rights

Entitled to dividend if declared

Right to Attend AGM

Can attend and vote in shareholder meetings

Right to Transfer Shares

Freely tradable after listing

Right to Receive Bonus / Rights Shares

Eligible for future corporate actions

Right to Information

Access to annual reports and financial disclosures

Right on Liquidation

Share in residual assets after liabilities are paid

Promoters, however, will continue to control the company because they will retain more than 70% of post-issue shareholding.

Other Statutory and Regulatory Disclosures

These include:

Disclosure Area

Key Point

Outstanding Litigations

Material legal cases and contingent liabilities disclosed

Material Contracts

Key agreements available for inspection

Related Party Transactions

Detailed disclosure provided

Outstanding Dues

Dues to creditors and statutory authorities disclosed

Promoter Background

Educational and business details of promoters disclosed

Capital Structure

Full pre-issue and post-issue share capital provided

Risk Factors

Specific risks explained in detail

Monitoring of IPO Funds

Monitoring agency appointed because issue size crosses threshold

Brickwork Ratings India Private Limited has been appointed as the monitoring agency for the IPO proceeds. This provides additional oversight and helps ensure that the company uses the issue funds for the purposes stated in the prospectus.

Summary

Amba Auto Sales and Services Limited is essentially a regional automobile dealership business with strong dependence on Bajaj Auto and the Karnataka market. Its financial performance has improved significantly in the last three years, especially in terms of profitability and return on net worth.

The IPO appears primarily intended to strengthen working capital and reduce debt. The company’s future growth will depend on:

  • Sustaining vehicle sales momentum

  • Growing the higher-margin service and spare parts business

  • Expanding its EV presence through Bajaj Chetak

  • Managing working capital efficiently

  • Maintaining its dealership relationship with Bajaj Auto

For investors, the biggest positives are strong earnings growth and high promoter commitment. The biggest risks are customer concentration on a single OEM, geographic concentration and the working-capital-heavy nature of the business.