DRAFT RED HERRING PROSPECTUS

Dated July 12, 2021

(Please read Section 32 of the Companies Act, 2013)
Book Built Offer

ONE MOBIKWIK SYSTEMS LIMITED

Our Company was incorporated under the name ‘ONE MOBIKWIK SYSTEMS PRIVATE LIMITED’ on March 20, 2008 at New Delhi as a private limited company, under the Companies Act, 1956 and was granted a
certificate of incorporation by the Registrar of Companies, National Capital Territory of Delhi and Haryana (“RoC”). Thereafter, our Company was converted into a public limited company, pursuant to a special resolution
passed in the extraordinary general meeting of our Shareholders held on June 23, 2021 and the name of our Company was changed to ‘ONE MOBIKWIK SYSTEMS LIMITED’, and a fresh certificate of incorporation dated
June 25, 2021 was issued to our Company by the RoC. For details of changes in the name and registered office address of our Company, see ‘History and Certain Corporate Matters’ on page 166.

Registered and Corporate Office: 5th Floor, HUDA City Centre, Metro Station, Sector 29, Gurugram, Gurgaon, Haryana, 122 001
Contact Person: Rahul Luthra, Company Secretary and Compliance Officer; Tel.: +91 (124) 640 9190;
E-mail: cs@mobikwik.com; Website: www.mobikwik.com; Corporate Identity Number: U64201HR2008PLC053766

PROMOTERS OF OUR COMPANY: BIPIN PREET SINGH, UPASANA RUPKRISHAN TAKU, KOSHUR FAMILY TRUST AND NARINDER SINGH FAMILY TRUST
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 2 EACH (“EQUITY SHARES”) OF ONE MOBIKWIK SYSTEMS LIMITED (OUR “COMPANY” OR THE “ISSUER”)
FOR CASH AT A PRICE* OF ₹ [●] PER EQUITY SHARE, INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE (THE “OFFER PRICE”) AGGREGATING UP TO ₹ 19,000 MILLION (THE
“OFFER”). THE OFFER COMPRISES OF A FRESH ISSUE OF UP TO [●] EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO ₹ 15,000 MILLION (THE “FRESH ISSUE”) AND AN OFFER
FOR SALE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 4,000 MILLION, COMPRISING OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 99.82 MILLION BY AMERICAN
EXPRESS TRAVEL RELATED SERVICES COMPANY, INC, UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 689.81 MILLION BY BAJAJ FINANCE LIMITED, UP TO [●] EQUITY SHARES
AGGREGATING UP TO ₹ 1,113.33 MILLION BY BIPIN PREET SINGH, UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 114.84 MILLION BY CISCO SYSTEMS (USA) PTE. LTD., UP TO [●]
EQUITY SHARES AGGREGATING UP TO ₹ 208.79 MILLION BY SEQUOIA CAPITAL INDIA INVESTMENT HOLDINGS III, UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 741.12 MILLION
BY SEQUOIA CAPITAL INDIA INVESTMENTS IV, UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 244.12 MILLION BY TREE LINE ASIA MASTER FUND (SINGAPORE) PTE LTD AND UP
TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 788.16 MILLION BY UPASANA RUPKRISHAN TAKU (COLLECTIVELY, THE “SELLING SHAREHOLDERS” AND SUCH EQUITY SHARES
THE “OFFERED SHARES”) ( “ THE OFFER FOR SALE ” ). THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES, AGGREGATING UP TO ₹ [●] MILLION, FOR
SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) NOT EXCEEDING [●]% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL (“EMPLOYEE RESERVATION
PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. OUR COMPANY AND THE SELLING SHAREHOLDERS
MAY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, OFFER A DISCOUNT UP TO ₹ [●] OF THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE
RESERVATION PORTION (“EMPLOYEE DISCOUNT”). THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY
SHARE CAPITAL OF OUR COMPANY.
OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, MAY CONSIDER A PRIVATE PLACEMENT OF SUCH NUMBER OF EQUITY SHARES FOR CASH
CONSIDERATION AGGREGATING UP TO ₹ 4,000 MILLION, AT ITS DISCRETION, PRIOR TO FILING OF THE RED HERRING PROSPECTUS WITH THE ROC (“PRE-IPO PLACEMENT”). IF THE
PRE-IPO PLACEMENT IS COMPLETED, THE NUMBER OF EQUITY SHARES ISSUED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO
A MINIMUM OFFER SIZE OF [●]% OF THE POST OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY BEING OFFERED TO THE PUBLIC. THE PRICE BAND AND THE MINIMUM
BID LOT SIZE WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BRLMS AND THE EMPLOYEE DISCOUNT (IF ANY) SHALL BE
DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS, IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL
DAILY NEWSPAPER [●], ALL EDITIONS OF THE HINDI NATIONAL DAILY NEWSPAPER [●] (HINDI BEING THE REGIONAL LANGUAGE OF DELHI, WHEREIN THE REGISTERED OFFICE OF
OUR COMPANY IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE
BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR UPLOADING ON THEIR RESPECTIVE
WEBSITES. THE FACE VALUE OF THE EQUITY SHARE IS ₹ 2. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES.
*A discount of up to [●]% on the Offer Price may be offered to the Eligible Employees Bidding in the Employee Reservation Portion (“Employee Discount”) equivalent to ₹ [●] per Equity Share
In case of any revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bid/Offer Period not exceeding 10 Working
Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of three Working Days, subject to the Bid/
Offer Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a press release
and also by indicating the change on the websites of the BRLMs and at the terminals of the Members of the Syndicate and by intimation to Designated Intermediaries and Sponsor Bank.
The Offer is being made in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR Regulations, through the Book Building Process in accordance with Regulation 6(2) of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”) wherein not less than 75% of the Net Offer shall be available for allocation on a proportionate basis to QIBs,
provided that our Company and the Selling Shareholder, in consultation with the Book Running Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor
Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation
in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the
QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. If at least 75% of the
Net Offer cannot be Allotted to QIBs, the Bid Amounts received by our Company shall be refunded. Further, not more than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders
and not more than 10% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. Further,
Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All potential Bidders (except
Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective ASBA accounts and UPI ID (in case of RIBs), if applicable, in which the
corresponding Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as applicable. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” on
page 359.
RISKS IN RELATION TO FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares. The Offer Price/Floor Price/Cap Price, as determined and justified by our Company and the Selling Shareholders in
consultation with the BRLMs in accordance with the SEBI ICDR Regulations and as stated in “Basis for Offer Price” on page 115, should not be taken to be indicative of the market price of the Equity Shares after such
Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their entire investment. Investors are advised
to read the risk factors carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own examination of the Issuer and this Offer, including the risks involved.
The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus.
Specific attention of the investors is invited to “Risk Factors” on page 26.
COMPANY AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and this Offer, which is material in
the context of this Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed
herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading
in any material respect. Each of the Selling Shareholders, severally and not jointly, accept responsibility for and confirms only the statements specifically made by such Selling Shareholder in this Draft Red Herring Prospectus
to the extent of information specifically pertaining to itself, and its portion of the Offered Shares in the Offer for Sale and assumes responsibility that such statements are true and correct in all material respects and not
misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assumes no responsibility for any other statement, including, inter alia, any of the statements made by or relating to our Company
or its business or any other Selling Shareholder.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to
their letters dated [●] and [●], respectively. For the purposes of this Offer, [●] shall be the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in
accordance with Section 32 and Section 26(4) of the Companies Act, 2013, respectively. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the
Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 389.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

ICICI Securities Limited BNP Paribas Credit Suisse Securities (India) IIFL Securities Limited Jefferies India Private Limited Link Intime India Private Limited
ICICI Centre BNP Paribas House, 1-North Private Limited 10th Floor, IIFL Centre 42/43, 2 North Avenue Maker C 101, 247 Park,
H. T. Parekh Marg, Avenue 9th Floor, Ceejay House, Plot F, Kamala City, Senapati Bapat Maxity L.B.S. Marg, Vikhroli (West),
Churchgate, Mumbai 400 020 Maker Maxity, Bandra Kurla Shivsagar Estate, Dr. Annie Besant Marg Bandra-Kurla Complex Mumbai 400 083
Maharashtra, India Complex, Bandra (E) Road, Worli, Mumbai 400 018 Lower Parel (West), Mumbai Bandra (East), Mumbai 400 051 Maharashtra, India
Tel: +91 22 2288 2460 Mumbai 400 051 Maharashtra, India 400 013 Maharashtra, India Tel: +91 22 4918 6200
E-mail: Tel: +91 22 3370 4000 Tel: +91 22 6777 3777 Maharashtra, India Tel: +91 22 4356 6000 E-mail:
mobikwik.ipo@icicisecurities.com E-mail: E-mail: list.mobikwikipo@credit- Tel: +91 22 4646 4600 E-mail: mobikwik.ipo@linkintime.co.in
Investor grievance e-mail: dl.ipo.mobikwik@asia.bnppariba suisse.com E-mail: mobikwik.ipo@jefferies.com Investor grievance e-mail:
customercare@icicisecurities.com s.com Investor grievance e-mail: mobikwik.ipo@iiflcap.com Investor grievance e-mail: mobikwik.ipo@linkintime.co.in
Contact person: Vaibhav Saboo Investor grievance e-mail: list.igcellmer-bnkg@credit-suisse.com Investor grievance e-mail: jipl.grievance@jefferies.com Contact person: Shanti Gopalkrishnan
Website: www.icicisecurities.com indiainvestors.care Contact person: Abhishek Joshi ig.ib@iiflcap.com Contact Person: Aman Puri Website: www.linkintime.co.in
SEBI Registration: @asia.bnpparibas.com Website: https://www.credit- Contact person: Sachin Jagad/ Website: www.jefferies.com SEBI Registration: INR000004058
INM000011179er: Contact person: Mehul Golwala suisse.com/in/en/investment-banking- Dhruv Bhagwat SEBI Registration:
Website: www.bnpparibas.co.in apac/investment-banking-in- Website: www.iiflcap.com INM000011443
SEBI Registration No.: india/ipo.html SEBI Registration:
INM000011534 SEBI Registration: INM000011161 INM000010940
BID/OFFER PROGRAMME
BID/ OFFER OPENS ON: * [●]
BID/ OFFER CLOSES ON: ** [●]
*
Our Company and the Selling Shareholders, in consultation with the BRLMs, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investors shall Bid during the Anchor Investor Bidding
Date, i.e., one Working Day prior to the Bid/Offer Opening Date.
**
Our Company and the Selling Shareholders, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs one day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations.
Management Organisation Structure

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