Kiaasa Retail IPO

Kiaasa Retail Limited focuses exclusively on women’s apparel, targeting the mid-income and value-fashion consumer.

Key Product Categories

• Women’s ethnic wear (kurtis, kurta sets)

• Indo-western fusion apparel

• Seasonal collections aligned with festivals and regional demand

• Private-label branded apparel under “Kiaasa”

The company operates primarily through offline retail channels, complemented by distribution partnerships.

Overview of the Indian Women’s Apparel Industry

India’s women’s apparel market is one of the fastest-growing segments within the domestic textile and retail ecosystem. The segment benefits from:

• Rising urbanization

• Increasing female workforce participation

• Shift from unorganized to organized retail

• Growing demand for branded ethnic wear

Market Size and Growth Trends

(As referenced in the D&B industry report commissioned by the company)

Key Growth Drivers

• Increased disposable income among middle-class households

• Preference for affordable branded ethnic wear

• Tier II & Tier III city demand expansion

• Digital influence on fashion awareness

Regulatory Landscape

The apparel industry is lightly regulated but influenced by:

• GST structure on garments

• Labour and factory regulations

• Import-export norms for textiles

• Environmental and ESG compliance trends

Future Outlook

The women’s ethnic wear segment is expected to outperform overall apparel growth, supported by festive consumption cycles and evolving fashion preferences.

Core Business Model

Kiaasa Retail Limited operates as a design-to-retail women’s apparel company, with control over:

• Product design and development

• Vendor-managed manufacturing

• Brand positioning and pricing

• Retail and distribution strategy

Target Customer Profile

Value Chain Positioning

Kiaasa focuses on asset-light operations, reducing capex while scaling reach.

Kiaasa Retail Limited operates within India’s regulatory framework applicable to apparel retailers and listed companies.

Major Applicable Regulations

The company confirms compliance with all material statutory requirements as disclosed in the DRHP.

Key Business Risks

Financial Risks

• Working capital intensity

• Margin pressure due to raw material inflation

• Dependence on internal accruals and borrowings

Operational Risks

• Supply chain disruptions

• Quality control across vendors

• Retail execution risks

These risks are elaborated in detail in the DRHP’s Risk Factors section.

Promoters of Kiaasa Retail Limited

Promoter Background

The promoters bring hands-on experience in apparel retail and operations, having nurtured Kiaasa from a small-scale LLP into a scalable branded retail company.

They continue to play an active role in:

• Strategic planning

• Brand development

• Vendor and channel relationships

Group Structure

As per disclosures:

• No subsidiary companies

• No joint ventures

• Group entities exist only to the extent of related party transactions disclosed under accounting standards.

Board of Directors & Key Management

Management Strengths

• Founder-led execution

• Centralized decision-making

• Direct promoter oversight

Kiaasa Retail Limited has adopted governance structures in line with Companies Act, 2013 and SEBI norms.

Board Committees

The company has instituted internal policies for:

• Insider trading prevention

• Related party transactions

• Risk management

• Materiality assessment

Overview of Litigation Status

Kiaasa Retail Limited has disclosed limited litigation exposure, which is typical for companies operating in the apparel retail segment. Importantly, none of the disclosed cases are material enough to threaten business continuity or IPO eligibility, as per DRHP disclosures.

Summary of Legal Proceedings

The company has confirmed that no willful defaulter, fraudulent borrower, or fugitive economic offender proceedings exist against the company or its promoters.

Key Licenses and Registrations

Kiaasa Retail Limited holds all mandatory approvals required to operate lawfully in India.

Listing & IPO Related Approvals

Historical Financial Snapshot (Restated)

(₹ in Lakhs)

*11 months ended February 28, 2025

Debt Profile Overview

Kiaasa Retail Limited uses working capital borrowings primarily to fund inventory and receivables.

Financial Discipline Highlights

• No excessive leverage

• Borrowings aligned with scale of operations

• Regular servicing of debt obligations

Cash Flow Summary

(₹ in Lakhs)

Interpretation

• Operating cash flows remain positive, reflecting healthy core operations

• Investing outflows linked to business expansion

• Financing inflows used for working capital support

Management’s View on Performance

Management attributes recent performance to:

• Strong acceptance of Kiaasa’s designs

• Controlled pricing strategy

• Focus on sell-through rather than discount-led growth

Key Challenges Highlighted

• Volatility in fabric and input costs

• Inventory seasonality

• Competitive intensity from organized brands

Growth Strategy Going Forward

Objects of the Issue

The IPO is a 100% fresh issue, and proceeds will be utilized to strengthen the company’s financial position.

No promoter selling is involved, indicating growth-focused capital raising.

Basis of Issue Price

The issue price is determined using:

• Earnings per share (EPS)

• Net worth and ROE

• Peer valuation benchmarks

• Growth prospects

Valuation Considerations

Management emphasizes reasonable valuation aligned with growth potential, not speculative pricing.

Authorised, Issued, and Paid-up Capital

As per the DRHP, Kiaasa Retail Limited has restructured its capital to align with IPO requirements.

The capital structure has been simplified post conversion from LLP and private company into a public limited entity to ensure transparency for public investors.

Pre-Issue Shareholding Pattern

Post-Issue Shareholding (Indicative)

Post IPO, promoter shareholding will dilute due to the fresh issue of equity shares, while promoters will continue to retain management control.

*Exact percentage depends on final issue size and allotment.

Kiaasa Retail Limited has not declared any dividend since incorporation.

Dividend Policy Highlights

• Focus on reinvestment of profits for growth

• Priority to:

  • Working capital funding

  • Store expansion

  • Brand building

• Dividend declaration will depend on:

  • Future profitability

  • Cash flows

  • Capital expenditure requirements

  • Debt covenants

Investors should treat this IPO as a growth-oriented investment, not a dividend yield play.

Nature of Related Party Transactions

The company engages in arm’s length transactions with related parties, primarily involving:

Governance Safeguards

• Transactions approved by Audit Committee

• Disclosed as per Companies Act & SEBI norms

• No materially adverse related party arrangements reported

Major Agreements Executed

These contracts are critical for IPO execution and business continuity.

Nature of Issue

• 100% Fresh Issue of Equity Shares

• No Offer for Sale (OFS)

Allocation Structure (SME Platform)

Key Rights

Shareholders also enjoy rights under the Companies Act, 2013 and SEBI LODR Regulations.

Additional Disclosures Include

• Compliance with SEBI ICDR norms

• No willful defaulter / fugitive offender status

• No material frauds reported

• Auditor qualifications: None material

• Proper internal financial controls in place

These disclosures enhance investor confidence and transparency.