Brandman Retail Ltd IPO

Objects of the Offer

• Brand Positioning.

• Product Strategy.

• Brand Identity & Marketing.

• Distribution & Sales Channels.

• Pricing & Revenue Model.

• Target Market Identification.

• Pricing and Brand Strategy.

• E-Commerce and B2B Sales.

• Expense Management.

• Experienced Promoters and Management Team.

• Experienced Promoters and Management Team.

• Long standing relationships with customers.

• Efficient operational team.

• Consistent financial performance.

• Scalability due to scarcity in supply.

• Its company`s success relies on brand recognition and reputation. Failures to maintain or strengthen the image of the brands the company operate may significantly impact its business, financial stability, and operational results.

• Its operations are significantly dependent on the company ability to successfully identify customer requirement and Preferences and gain customer acceptance for its own and licensed brand.

• The company tops 10 customers contribute approximately 3.28% and 22.7% of its revenues for the financial year ending March 31, 2024 and six months ended September 30, 2024 respectively. Any loss of business from one or more of them may adversely affect the company revenues and profitability.

• The company has experienced negative cash flows from operations in the recent past, and it may have negative cash flows in the future.

• The Company has availed unsecured loans which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect its cashflow.

• Its insurance coverage may not be adequate to protect it against certain operating hazards and this may have a material adverse effect on the company business.

• The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.

• Its faces competition in our business from domestic and international brands. Such competition would have an adverse impact on the company business and financial performance.

• Its Promoters and Directors have provided personal guarantees for financing facilities availed by the Company and may in the future provide additional guarantees and any failures or default by the Company to repay such facilities in accordance with the terms and conditions of the financing agreements could trigger repayment obligations on them, which may impact their ability to effectively service their obligations as its Promoters and Directors and thereby, adversely impact .

• Its Promoters and the Promoter Group will jointly continue to retain majority shareholding in the Company after the Issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.

• The average cost of acquisition of Equity Shares by its Promoters could be lower than the Issue price.

• The individual Promoters plays key role in our functioning and its heavily rely on their knowledge and experience in operating the company business and therefore, it is critical for its business thatthe company Promoter and Executive Directors remain associated with it. Its success also depends upon the services of the company key managerial personnel and its ability to attract and retain key managerial personnel and the company inability to attract them may affect its operations.

• Losses due to fraud, employee negligence, theft or similar incidents may have an adverse impact on it.

• Its operations could be adversely affected by strikes, work stoppages or increased wage demands by its employees or any other kind of disputes with the company employees.

• Our operations could be adversely affected by strikes, work stoppages or increased wage demands by our employees or any other kind of disputes with our employees.

• Its Promoters and Executive Directors hold Equity Shares in the Company and are therefore interested in the Company`s performance in addition to their remuneration and reimbursement of expenses.

• The Company and its Promoters are party to certain tax proceedings. Any adverse decision in such proceedings may have a material adverse effect on its business, results of operations and financial condition.

• Our Company and our Promoters are party to certain tax proceedings. Any adverse decision in such proceedings may have a material adverse effect on our business, results of operations and financial condition.

• Its requires certain approvals and licenses in the ordinary course of business and are required to comply with certain rules and regulations to operate the company business, any failures to obtain, retain and renew such approvals and licences or comply with such rules and regulations may adversely affect its operations.

• Conflicts of interest may arise out of common business undertaken by the Company and its Group Entity.

• There are certain discrepancies and non-compliances noticed in some of its corporate records relating to forms filed with the Registrar of Companies.

• In past, there has been instances of delayed filings of Statutory Returns.

• Its ability to pay dividends in the futures will depend upon the company future earnings, financial condition, cash flows, working capital requirements and restrictive covenants in its financing arrangements.

• Any variation in the utilization of the Net Proceeds as disclosed in this Draft Red Herring Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of the Company.

• The Objects of the Issue for which funds are being raised are based on its management estimates and the same have not been appraised by any bank or financial institution or any independent agency. The deployment of funds in the project is entirely at the company discretion, based on the parameters as mentioned in the chapter titled "Objects of the Issue".

• The company has issued shares at a price which may be lower than the issue price in preceding one year.

• Its ability to pay any dividends will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures.

• Industry information included in this Draft Red Herring Prospectus has been derived from industry sources. There can be no assurance that such third-party statistical, financial and other industry information is complete, reliable or accurate.

• The company`s revenue is significantly dependent on a key brand relationship, and any adverse change in this relationship could materially affect its business, financial condition, and results of operations.

• Certain data mentioned in this Draft Red Herring Prospectus has not been independently verified.

• The Restated Financial Statements have been provided by Peer Reviewed Chartered Accountants who is not Statutory Auditor of the Company.

• A significant portion of its revenue is generated from the company`s top ten customers, and the loss of one or more such customers, the deterioration of their financial condition or prospects, or a reduction in their demand for our products could adversely affect its business, revenues, profitability, financial condition and cash flows.

• The company relies on third-party suppliers for purchase of finished products for the company`s retail sales and distribution business. The company has not entered into any long-term supply agreements with them, except with the brand-owner suppliers. Any shortage and cessation in supply could adversely affect its business and results of operations.

• The company`s revenue generation is majorly concentrated in the particular geographical regions of Delhi and Uttar Pradesh, and any adverse developments affecting its operations in these regions could have a significant impact on the company`s revenue and results of operations.

• The company`s revenue is highly dependent on sale of footwear products, and any adverse developments in this product category may materially affect its business, financial condition and results of operations.

• The company relies on non-exclusive supply, license and distribution arrangements with multiple international brands, and any adverse changes in these arrangements may materially affect its business, operations, and financial results.

• Certain terms of its supply, license and distribution agreements executed with brands may adversely affect the company`s business and financial performance.

• The company`s business depends significantly on the contracts with e-commerce marketplace customers, and any non-compliance, penalties, or termination under such agreements could adversely affect its operations, financial condition, and results of operations.

• The company`s Registered Office and other business premises through which we conduct its business are not owned by the company and the same have been taken on rental or lease basis.

• Certain agreements entered into by the Company may be inadequately stamped or unregistered. Consequently, such documents may become inadmissible as evidence in legal proceedings and parties to that agreement may not be able to legally enforce the same, and may expose the company to penalties and operational risks.

• Certain properties from which the company operates are held on the basis of letters of intent and not registered lease agreements.

• The company has outsourced its manufacturing activities to third parties without exclusivity arrangements. Any inability to obtain sufficient quantities of manufactured products of the requisite quality in a timely manner and at acceptable prices, or any slowdown, shutdown, or disruption in the operations and performance of these third parties could adversely affect the company`s business, results of operations, and financial condition.

• If the company is unable to identify customer demand and preferences and gain customer acceptance for its own and licensed brand, the company`s business, results of operations and financial condition may be adversely affected.

• The company`s lack of dedicated warehousing facilities and its ability to maintain an optimal inventory proportionally may affect the Company`s ability to manage inventory efficiently and meet customer demand.

• The company`s business is fully dependent on the continued success and reputation of its third-party brands globally, and any negative impact on these brands, or a failures by the company or owners of these brands to protect them, as well as other intellectual property rights and proprietary information, may adversely affect its business, results of operations and financial condition.

• Technology failures could disrupt its operations and adversely affect the company`s business operations and financial performance.

• The company depends on third-parties for its transportation needs. Any disruptions may adversely affect the company`s operations, business and financial condition.

• The company has experienced negative cash flows from operations in the recent past, and the company may have negative cash flows in the future.

• The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.

• The company`s operations are subject to high working capital requirements. The company`s inability to maintain an optimal level of working capital required for its business may impact the company`s operations adversely.

• The company`s contingent liabilities may materially and adversely affect its business, results of operations and financial condition.

• The Company has, in the past, recognized certain amounts under the heads "bad debts", "balance written off," and "miscellaneous expenses" as part of other expenses in the statement of profit and loss. Any significant increase in such expenses may adversely affect its financial performance, operating margins, and overall profitability.

• The company`s Promoters and Directors are engaged in similar line of business activities as those undertaken by the Company, which may give rise to potential conflicts of interest.

• The Company is promoted by first generation entrepreneurs.

• The company has incurred indebtedness which exposes the company to various risks which may have an adverse effect on its business and results of operations.

• The Company and its Subsidiary has availed unsecured loans which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect the company`s cash-flow.

• The Company has availed loans from its Director in the past and such loan if re-called may have an adverse impact on the cash-flow, operation and financial condition of the Company.

• The company`s insurance coverage may not be adequate to protect us against certain operating hazards and this may have a material adverse effect on its business.

• The Company, the company`s Promoters and its Group Entities are party to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on the company`s business, results of operations and financial condition.

• The Company has not complied with certain statutory provisions of the Companies Act and the POSH Act. Such non-compliances may attract penalties and prosecution against the Company and its Directors, which could impact its financial position to that extent.

• The company requires certain approvals, licenses and registrations in the ordinary course of business, and any delay or failures in obtaining, renewing, updating or complying with such approvals and licenses may adversely affect the company`s business, financial condition, results of operations and prospects.

• The company`s inability to protect its intellectual property rights may prevent the company from successfully marketing the company`s products and the company may infringe the intellectual property rights of others which could result in litigation.

• The company faces competition in the company`s business from domestic and international brands. Such competition would have an adverse impact on its business and financial performance.

• The company`s Promoters and Directors have provided personal guarantees for financing facilities availed by the Company and may in the future provide additional guarantees. Any failures or default by the Company to repay such facilities in accordance with the terms and conditions of the financing agreements could trigger repayment obligations on them, which may impact their ability to effectively service their obligations as the company`s Promoters and Directors and thereby, adversely impact its business and operations.

• The company`s Promoters and members of the Promoter Group will jointly continue to retain majority shareholding in the Company after the Issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.

• The average cost of acquisition of Equity Shares by its Promoters could be lower than the Issue Price.

• The success of its business depends substantially on the company`s management team and operational workforce. The company`s inability to attract or retain such manpower could adversely affect its business operations.

• Some of its KMPs are associated with the Company for less than one year.

• Losses due to fraud, employee negligence, theft or similar incidents may have an adverse impact on the company.

• The company`s operations could be adversely affected by strikes, work stoppages or increased wage demands by its employees or any other kind of disputes with the company`s employees.

• The company`s Promoters and Executive Directors hold Equity Shares in the Company and are therefore interested in the Company`s performance in addition to their remuneration and reimbursement of expenses.

• Conflicts of interest may arise out of common business undertaken by the Company, the company`s Subsidiary and its Group Entities.

• The company`s business is subject to seasonality, with demand typically increasing during festivals, holidays and peak sale periods, which may place pressure on its operations and systems.

• The company`s Promoter, Ms. Kashika Malhotra, has limited experience in the company`s current business, which may have an adverse impact on its operations and navigating competitive business dynamics and day-to-day workings.

• In past, there have been instances of non-payment and delay in in payment of statutory dues under the statutory provisions of the Goods and Services Tax Act, 2017, the Employees Provident Funds and Miscellaneous Provisions Act, 1952, Income Tax Act, 1961 and the Employees State Insurance Act, 1948. Such non-compliance and delayed compliance may attract penalties against the Company which could impact the financial position of the company to that extent.

• The company`s ability to pay dividends in the future will depend upon its future earnings, financial condition, cash flows, working capital requirements and restrictive covenants in the company`s financing arrangements.

• Certain key performance indicators for certain listed industry peers included in this Draft Prospectus have been sourced from public sources and there is no assurance that such financial and other industry information is complete.

• Any variation in the utilization of the Net Proceeds as disclosed in this Draft Red Herring Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of the Company.

• The Objects of the Issue for which funds are being raised are based on our management estimates and the same have not been appraised by any bank or financial institution or any independent agency.

• The company`s ability to successfully implement the Objects of the Issue, including the proposed setting up of 15 new outlets, may be subject to delays, modifications or failures due to regulatory, legal or other external factors beyond its control.

• The company has not identified any alternate source of funding and hence any failures or delay on its part to mobilize the required resources or any shortfall in the Issue Proceeds may delay the implementation schedule.

• Degree certificate and marksheets of one of its Directors are presently not traceable which may limit the company`s ability to provide documentary evidence of their educational qualifications if required.

• Industry information included in this Draft Red Herring Prospectus has been derived from publicly available industry sources. There can be no assurance that such third-party statistical, financial and other industry information is complete, reliable or accurate.

• The company will continue to be controlled by its Promoters and Promoter Group members after completion of the Issue, which will allow them to influence the outcome of matters submitted for approval of the company`s shareholders.

• Any future issuance of Equity Shares may dilute your shareholdings, and sale of the Equity Shares by its major shareholders may adversely affect the trading price of the company`s Equity Shares.

• The company`s revenues is significantly dependent on a key brand relationship, and any adverse change in this relationship could materially affect its business, financial condition, and results of operations.

• The Restated Financial Statements have been provided by Peer Reviewed Chartered Accountants who is were not the Statutory Auditor of the Company for FY 2022-23.

• A significant portion of our revenue is generated from the company`s top ten customers, and the loss of one or more such customers, the deterioration of their financial condition or prospects, or a reduction in their demand for its products could adversely affect the company`s business, revenues, profitability, financial condition and cash flows.

• The company`s revenue is highly dependent on sale of footwear products, and any adverse developments in this product category may materially affect its business, financial condition and results of operations.

• The company relies on non-exclusive supply, license and distribution arrangements with multiple international brands, and any adverse changes in these arrangements may materially affect its business, operations, and financial results.

• The company relies on third-party suppliers for purchase of finished products for itsretail sales and distribution business. The company have not entered into any long-term supply agreements with them, except with the brand-owner suppliers. Any shortage and cessation in supply could adversely affect its business and results of operations.

• The company is yet to identify the exact locations or properties for the setting up EBOs and MBOs, for which the company intend to utilise the amount from Net Proceeds. If the company is unable to find suitable locations or if the lease or license payments for these locations are in excess of its estimates, the company`s operations and financial conditions may be adversely impacted

• Certain terms of its supply, license and distribution agreements executed with brands may adversely affect the company`s business and financial performance.

• The company`s business depends significantly on the contracts with e-commerce marketplace customers, and any noncompliance, penalties, or termination under such agreements could adversely affect ITS operations, financial condition, and results of operations.

• Inability to Successfully Establish and Operate Exclusive Brand Outlet (EBO) Retail Stores

• Certain agreements entered into by THE Company, including agreements and arrangements in respect of properties from which The company operates, may be inadequately stamped or, unregistered, instead of registered lease agreements. Consequently, such documents may be rendered inadmissible as evidence in legal proceedings, may not be legally enforceable, and may expose the Company to penalties, operational risks, and other regulatory or legal consequences.

• The company`s revenue generation is majorly concentrated in the particular geographical regions of Delhi and Uttar Pradesh, and any adverse developments affecting its operations in these regions could have a significant impact on the company`s revenue and results of operations.

• The company has outsourced its manufacturing activities to third parties without exclusivity arrangements. Any inability to obtain sufficient quantities of manufactured products of the requisite quality in a timely manner and at acceptable prices, or any slowdown, shutdown, or disruption in the operations and performance of these third parties could adversely affect the company`s business, results of operations, and financial condition.

• If the company is unable to identify customer demand and preferences and gain customer acceptance for its own and licensed brand, the company`s business, results of operations and financial condition may be adversely affected.

• The company`s lack of dedicated warehousing facilities and its ability to maintain an optimal inventory proportionally may affect the Company`s ability to manage inventory efficiently and meet customer demand.

• The company`s business is fully dependent on the continued success and reputation of its third-party brands globally, and any negative impact on these brands, or a failures by the company or owners of these brands to protect them, as well as other intellectual property rights and proprietary information, may adversely affect its business, results of operations and financial condition.

• The increase in PAT margins in FY 2024 and FY 2025 may not be sustainable and could adversely affect future profitability

• The company depends on third-parties for our transportation needs. Any disruptions may adversely affect its operations, business and financial condition.

• The company has experienced negative cash flows from operations in the recent past, and the company may have negative cash flows in the future.

• The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.

• The company`s operations are subject to high working capital requirements. The company`s inability to maintain an optimal level of working capital required for its business may impact the company`s operations adversely.

• The company has incurred a high debt-to-equity ratio in the financial year 2022-23. While the debt-to-equity ratio is balanced out in the past two financial years, i.e., financial year 2023-24 and financial year 2024-25 and the nine months period ended on December 31, 2025, the company cannot assure you of a balanced debt-equity ratio in the future.

• The company`s contingent liabilities may materially and adversely affect its business, results of operations and financial condition.

• The Company has, in the past, recognized certain amounts under the heads "bad debts", "balance written off," and "miscellaneous expenses" as part of other expenses in the statement of profit and loss. Any significant increase in such expenses may adversely affect its financial performance, operating margins, and overall profitability.

• The company`s Promoters and Directors are engaged in similar line of business activities as those undertaken by the Company, which may give rise to potential conflicts of interest.

• The Company is promoted by first generation entrepreneurs.

• The company has incurred indebtedness which exposes the company to various risks which may have an adverse effect on its business and results of operations.

• The Company and our Subsidiary has availed unsecured loans which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect its cash-flow.

• The company`s insurance coverage may not be adequate to protect the company against certain operating hazards and this may have a material adverse effect on its business.

• The Company, our Promoters and its Group Entities are party to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on the company`s business, results of operations and financial condition.

• The Company has not complied with certain statutory provisions of the Companies Act and the POSH Act. Such non-compliances may attract penalties and prosecution against the Company and its Directors, which could impact our financial position to that extent.

• The company requires certain approvals, licenses and registrations in the ordinary course of business, and any delay or failures in obtaining, renewing, updating or complying with such approvals and licenses may adversely affect its business, financial condition, results of operations and prospects.

• The company`s inability to protect our intellectual property rights may prevent the company from successfully marketing its products and the company may infringe the intellectual property rights of others which could result in litigation.

• The company faces competition in the company`s business from domestic and international brands. Such competition would have an adverse impact on its business and financial performance.

• The company`s Promoters and Directors have provided personal guarantees for financing facilities availed by the Company and may in the future provide additional guarantees. Any failures or default by the Company to repay such facilities in accordance with the terms and conditions of the financing agreements could trigger repayment obligations on them, which may impact their ability to effectively service their obligations as our Promoters and Directors and thereby, adversely impact its business and operations.

• The company`s Promoters and members of the Promoter Group will jointly continue to retain majority shareholding in the Company after the Issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.

• The average cost of acquisition of Equity Shares by its Promoters could be lower than the Issue Price.

• The success of its business depends substantially on the company`s management team and operational workforce. The company`s inability to attract or retain such manpower could adversely affect its business operations.

• Some of its KMPs are associated with the Company for less than one year.

• Losses due to fraud, employee negligence, theft or similar incidents may have an adverse impact on the company.

• The company`s operations could be adversely affected by strikes, work stoppages or increased wage demands by its employees or any other kind of disputes with the company`s employees.

• The company`s Promoters and Executive Directors hold Equity Shares in the Company and are therefore interested in the Company`s performance in addition to their remuneration and reimbursement of expenses.

• Conflicts of interest may arise out of common business undertaken by the Company, the company`s Subsidiary and its Group Entities.

• The company`s business is subject to seasonality, with demand typically increasing during festivals, holidays and peak sale periods, which may place pressure on its operations and systems.

• The company`s Promoter, Ms. Kashika Malhotra, has limited experience in the company`s current business, which may have an adverse impact on its operations and navigating competitive business dynamics and day-to-day workings.

• In past, there have been instances of non-payment and delay in in payment of statutory dues under the statutory provisions of the Goods and Services Tax Act, 2017, the Employees Provident Funds and Miscellaneous Provisions Act, 1952, Income Tax Act, 1961 and the Employees State Insurance Act, 1948. Such non-compliance and delayed compliance may attract penalties against the Company which could impact the financial position of us to that extent.

• The company`s ability to pay dividends in the future will depend upon its future earnings, financial condition, cash flows, working capital requirements and restrictive covenants in the company`s financing arrangements.

• Certain key performance indicators for certain listed industry peers included in this Offer Document have been sourced from public sources and there is no assurance that such financial and other industry information is complete.

• Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of the Company.

• The company may faces pricing pressure from its customers which could impact the company`s revenues and profitability.

• The company online sales are dependent on sales channels controlled by third party online marketplaces and the inability to utilize these channels or significant changes to the business arrangements.

• Company may seek to grow the business through acquisitions of, or investments in, new or complementary businesses, facilities, technologies, or products, or through strategic alliances.

• Cyber-attacks or other disruptions to the information technology systems or online sales channels.

• The company`s Directors Do Not Have Prior Experience in Managing or Operating Listed Companies, Which May Adversely Affect the Company`s Ability to Comply with Regulatory Requirements and Corporate Governance Norms

• The Company exports its products to countries outside India, contributing a certain percentage of its total revenue during the last three financial years. Any inability to effectively execute or sustain export operations, including timely supply of products to overseas customers, may adversely impact the Company`s business operations, revenues, and results of operations.

• There can be no assurance that the Company will be able to successfully identify, address, or improve the existing inadequacies or limitations in its information and reporting systems, which may affect the accuracy and timeliness of management information and decision-making.

• The company`s Registered Office and other business premises through which the company conduct its business are not owned by the company and the same have been taken on rental or lease basis.

• Technology failures could disrupt the company`s operations and adversely affect its business operations and financial performance.

• The Company has availed loans from its Director in the past and such loan if re-called may have an adverse impact on the cash-flow, operation and financial condition of the Company.

• The Objects of the Issue for which funds are being raised are based on its management estimates and the same have not been appraised by any bank or financial institution or any independent agency.

• The company`s ability to successfully implement the Objects of the Issue, including the proposed setting up of 15 new outlets, may be subject to delays, modifications or failures due to regulatory, legal or other external factors beyond its control.

• The company has not identified any alternate source of funding and hence any failures or delay on its part to mobilize the required resources or any shortfall in the Issue Proceeds may delay the implementation schedule.

• Degree certificate and marksheets of one of its Directors are presently not traceable which may limit the company`s ability to provide documentary evidence of their educational qualifications if required.

• Industry information included in this Red Herring Prospectus has been derived from publicly available industry sources. There can be no assurance that such third-party statistical, financial and other industry information is complete, reliable or accurate.

• The company will continue to be controlled by its Promoters and Promoter Group members after completion of the Issue, which will allow them to influence the outcome of matters submitted for approval of the company`s shareholders.

• Any future issuance of Equity Shares may dilute your shareholdings, and sale of the Equity Shares by the company`s major shareholders may adversely affect the trading price of its Equity Shares.