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Rsb Retail India Limited IPO

DRHP 14 Aug 2025

DRHP filed
14 Aug 2025

Rsb Retail India Limited: what the offer document says

A Hyderabad apparel and hypermarket retailer, formerly R S Brothers Retail India, with 73 stores in Telangana, Andhra Pradesh and Karnataka is making an offer of ₹5,000 million of new shares, to repay ₹2,750 million of debt and open new stores, plus 29,878,946 shares sold by 13 family shareholders. Revenue grew to ₹26,939 million in FY25 and profit to ₹1,044 million, but same-store sales fell 4.38% and revenue per square foot has fallen for two years as new stores opened.

Published 21 Sep 2026 · 1,353 words · read from the DRHP

01At a glance

What the company does — multi-format retail across premium, mid-premium and value segments: multi-brand outlets for men, women and children, exclusive ethnic-wear outlets and hypermarkets; its apparel covers ethnic, casual and formal wear (DRHP p.26). Formats include R.S. Brothers, South India Shopping Mall and Kanchipuram Narayani Silks (DRHP p.165, DRHP p.335).

Who pays it — shoppers in its stores; Telangana provided 61.95% of FY25 revenue and Andhra Pradesh 38.00% (DRHP p.335). It issued 10.56 million bills in FY25 at an average of ₹2,551 (DRHP p.126).

Why it is raising money — ₹2,750.00 million to repay loans, ₹1,181.81 million to open new "RS Brothers" and "South India Shopping Mall" stores, and the rest for general purposes (DRHP p.27).

How fast it has grown — revenue from ₹21,267 million in FY23 to ₹24,580 million in FY24 and ₹26,939 million in FY25 (DRHP p.28).

The one thing to understand — growth from new stores while existing stores slow. Store count rose from 41 to 73 in two years, but same-store sales growth fell from 29.19% in FY23 to −4.38% in FY25 and revenue per square foot from ₹19,585 to ₹14,524 (DRHP p.126).

02The business, in plain words

A regional retailer rents large stores in cities and towns, buys apparel, sarees and household goods from suppliers, and sells them to shoppers, earning a gross margin that must cover rent, staff and store costs.

A family in Andhra Pradesh shops for a wedding → it visits a South India Shopping Mall store → it buys sarees and ethnic wear → it pays at the counter, and the store earns the margin over the supplier's price.

Earnings equation: Profit ≈ square feet × sales per sq. ft. × gross margin − rent, staff and store costs − interest. Gross margin was 37.59% and EBITDA margin 13.88% in FY25 (DRHP p.126).

03Where the money comes from

MeasureFY23FY24FY25
Stores415773
Same-store sales growth29.19%0.34%(4.38)%
Revenue per sq. ft., ₹19,584.7117,945.4214,523.78
Average revenue per store, ₹ million518.71431.23369.03
Average selling price per apparel piece, ₹864.43759.68722.82

Source: DRHP p.126.

04The growth record

₹ million, restatedFY23FY24FY25
Revenue from operations21,267.1924,579.9126,939.44
EBITDA2,192.942,661.083,738.26
EBITDA margin10.31%10.83%13.88%
Profit after tax678.21616.741,044.21
Cash from operations1,526.941,875.351,940.52

Source: DRHP p.28, DRHP p.126, DRHP p.353. The company also repaid ₹1,052.66 million of lease liabilities and paid finance costs of ₹938.03 million in FY25 (DRHP p.83).

05What the growth is made of

New stores. Total store area rose from 1.09 million sq. ft. in FY23 to 1.85 million sq. ft. in FY25, while revenue rose 27% over the two years (our arithmetic, DRHP p.126). Gross margin rose from 32.55% to 37.59% (DRHP p.126).

06Earnings quality

Operating cash flow of ₹5,342.81 million over FY23 to FY25 is well above profit of ₹2,339.16 million; depreciation and amortisation was ₹1,445.73 million in FY25 (our arithmetic, DRHP p.28, DRHP p.83, DRHP p.353). Lease liabilities were ₹7,377.94 million at March 2025 (our arithmetic, DRHP p.296). Inventory turnover fell from 3.72 to 3.09 times (DRHP p.126).

07The balance sheet

₹ millionMar 2023Mar 2024Mar 2025
Net worth2,892.623,517.074,568.93
Total borrowings1,266.362,557.293,350.32
Debt to equity1.732.042.35

Source: DRHP p.28, DRHP p.126.

08What the money is for

Use of net proceeds₹ million
Repay loans2,750.00
New "RS Brothers" and "South India Shopping Mall" stores1,181.81
General corporate purposesnot yet stated

Source: DRHP p.27.

09Who is selling

SellerShares offeredHolding before the offer
Potti Malathi Lakshmi Kumari (promoter group)up to 5,975,7908.00%
Gourishetty Lalitha (promoter group)up to 2,774,4739.00%
Four promoters at 9% eachup to 2,689,105 each36.00%
Three other promotersup to 5,975,79020.00%
Four other promoter-group membersup to 4,396,47315.00%

Source: DRHP p.26, DRHP p.27. The last three rows are our arithmetic. The shares offered are 10.53% of the company's equity (our arithmetic).

10Promoters

The promoters are Potti Venkateswarlu, Seerna Rajamouli, Tiruveedhula Prasada Rao, Potti Venkata Sai Abhinay, Seerna Suresh, Tiruveedhula Rakesh and Tiruveedhula Keshav Gupta, who hold 56.00%; family members in the promoter group hold the rest (DRHP p.26, DRHP p.27). Tax proceedings involving ₹29.81 million are pending against the promoters (DRHP p.29).

11Who already owns it

Holder, before the offerShare
Seven promoters56.00%
Eight promoter-group members44.00%

Source: DRHP p.27. All shares are held by the promoters and promoter group (DRHP p.27).

12What changed just before the IPO

  • Store openings — 32 stores added in two years (DRHP p.126).
  • Same-store sales — negative in FY25 (DRHP p.126).
  • Karnataka — first store opened in Bengaluru in FY24 (DRHP p.335).

13Capacity and expansion

Capacity is store space: 1,854,850 sq. ft. at March 2025 (DRHP p.126). The proceeds fund more stores under two formats (DRHP p.27).

14Market size and industry structure

The Technopak report cited in the offer document projects India's retail market at ₹92,597 billion and apparel and accessories at ₹6,903 billion in FY2025, and says Andhra Pradesh and Telangana were 31.6% of south India's apparel market in FY2024 (DRHP p.26, DRHP p.165). Those figures are Technopak's, and newboard has not tested them.

15Competitive position

What the document claims, and what it rests on:

  • Regional scale — 73 stores and several established formats (DRHP p.26).
  • Rising gross margin — from 32.55% to 37.59% (DRHP p.126).

Against that: dependence on two states, falling productivity per store, heavy lease commitments and debt (DRHP p.126, DRHP p.335).

16Peers the company named

Company, FY25Revenue, ₹ mnP/ERoNW
RSB Retail India26,939.4422.85%
V-Mart Retail32,538.60132.035.65%
V2 Retail18,844.9582.9120.80%
Sai Silks (Kalamandir)14,620.1029.227.54%
Baazar Style13,437.13153.093.63%

Source: DRHP p.125. The table also lists Shoppers Stop, Aditya Birla Fashion and Retail and Trent; the peers' P/E ranges from 29.22 to 527.53, average 139.46 (DRHP p.124, DRHP p.125).

No P/E is possible for the company until a price band is set.

17Risks, in plain words

  • Two states. Nearly all revenue from Telangana and Andhra Pradesh (DRHP p.335).
  • Same stores. Sales fell 4.38% in FY25 (DRHP p.126).
  • Leases. ₹7.4 billion of lease liabilities (DRHP p.296).
  • Debt. Debt to equity of 2.35 (DRHP p.126).
  • New stores. Growth depends on openings (DRHP p.126).

18Litigation and regulatory matters

Proceedings outstandingCount₹ million
Against the company — tax6192.58
Against directors — tax430.16
Against promoters — tax329.81
By the company — criminal2not quantified

Source: DRHP p.29.

20What the offer document does not say

In the sections read for this study, the document does not give:

  • Why same-store sales turned negative, in the pages read.
  • Where the new stores will open, in the pages read.
  • How much rent the stores pay to related parties, if any, in the pages read.
  • What the ₹192.58 million of tax claims concern, in the pages read.
  • The price band, lot size or issue dates, which is normal at DRHP stage.

21Five questions for management

  1. Why did same-store sales fall in FY25, and has it continued?
  2. Why is revenue per square foot falling as the store count grows?
  3. How will new stores be chosen to avoid cannibalising existing ones?
  4. Are any stores leased from promoters or their relatives?
  5. Why are 13 of the 15 family shareholders selling now?

1Sources and cited facts

This study was read from 1 document the company filed. The 24 figures it cites are listed under the document each came from, with the page and the sentence as printed.

Rsb Retail India Limited DRHPdrhp · filed 2025-08-1424 facts
  1. 1
    At a glanceWhat the company does** — multi-format retail across premium, mid-premium and value segments: multi-brand outlets for men, women and children, exclusive ethnic-wear outlets and hypermarkets; its apparel covers ethnic, casual and formal wear (DRHP p.26).p.26

    What the company does** — multi-format retail across premium, mid-premium and value segments: multi-brand outlets for men, women and children, exclusive ethnic-wear outlets and hypermarkets; its apparel covers ethnic, casual and formal wear (DRHP p.26).

  2. 2
    At a glanceWho pays it** — shoppers in its stores; Telangana provided 61.95% of FY25 revenue and Andhra Pradesh 38.00% (DRHP p.335).p.335

    Who pays it** — shoppers in its stores; Telangana provided 61.95% of FY25 revenue and Andhra Pradesh 38.00% (DRHP p.335).

  3. 3
    At a glanceIt issued 10.56 million bills in FY25 at an average of ₹2,551 (DRHP p.126).p.126

    It issued 10.56 million bills in FY25 at an average of ₹2,551 (DRHP p.126).

  4. 4
    At a glanceWhy it is raising money** — ₹2,750.00 million to repay loans, ₹1,181.81 million to open new "RS Brothers" and "South India Shopping Mall" stores, and the rest for general purposes (DRHP p.27).p.27

    Why it is raising money** — ₹2,750.00 million to repay loans, ₹1,181.81 million to open new "RS Brothers" and "South India Shopping Mall" stores, and the rest for general purposes (DRHP p.27).

  5. 5
    At a glanceHow fast it has grown** — revenue from ₹21,267 million in FY23 to ₹24,580 million in FY24 and ₹26,939 million in FY25 (DRHP p.28).p.28

    How fast it has grown** — revenue from ₹21,267 million in FY23 to ₹24,580 million in FY24 and ₹26,939 million in FY25 (DRHP p.28).

  6. 6
    At a glanceStore count rose from 41 to 73 in two years, but same-store sales growth fell from 29.19% in FY23 to −4.38% in FY25 and revenue per square foot from ₹19,585 to ₹14,524 (DRHP p.126).p.126

    Store count rose from 41 to 73 in two years, but same-store sales growth fell from 29.19% in FY23 to −4.38% in FY25 and revenue per square foot from ₹19,585 to ₹14,524 (DRHP p.126).

  7. 7
    The business, in plain wordsGross margin was 37.59% and EBITDA margin 13.88% in FY25 (DRHP p.126).p.126

    Gross margin was 37.59% and EBITDA margin 13.88% in FY25 (DRHP p.126).

  8. 8
    The growth recordThe company also repaid ₹1,052.66 million of lease liabilities and paid finance costs of ₹938.03 million in FY25 (DRHP p.83).p.83

    The company also repaid ₹1,052.66 million of lease liabilities and paid finance costs of ₹938.03 million in FY25 (DRHP p.83).

  9. 9
    What the growth is made ofGross margin rose from 32.55% to 37.59% (DRHP p.126).p.126

    Gross margin rose from 32.55% to 37.59% (DRHP p.126).

  10. 10
    Earnings qualityInventory turnover fell from 3.72 to 3.09 times (DRHP p.126).p.126

    Inventory turnover fell from 3.72 to 3.09 times (DRHP p.126).

  11. 11
    PromotersTax proceedings involving ₹29.81 million are pending against the promoters (DRHP p.29).p.29

    Tax proceedings involving ₹29.81 million are pending against the promoters (DRHP p.29).

  12. 12
    Who already owns itAll shares are held by the promoters and promoter group (DRHP p.27).p.27

    All shares are held by the promoters and promoter group (DRHP p.27).

  13. 13
    What changed just before the IPOStore openings** — 32 stores added in two years (DRHP p.126).p.126

    Store openings** — 32 stores added in two years (DRHP p.126).

  14. 14
    What changed just before the IPOSame-store sales** — negative in FY25 (DRHP p.126).p.126

    Same-store sales** — negative in FY25 (DRHP p.126).

  15. 15
    What changed just before the IPOKarnataka** — first store opened in Bengaluru in FY24 (DRHP p.335).p.335

    Karnataka** — first store opened in Bengaluru in FY24 (DRHP p.335).

  16. 16
    Capacity and expansionat March 2025 (DRHP p.126).p.126

    at March 2025 (DRHP p.126).

  17. 17
    Capacity and expansionThe proceeds fund more stores under two formats (DRHP p.27).p.27

    The proceeds fund more stores under two formats (DRHP p.27).

  18. 18
    Competitive positionRegional scale** — 73 stores and several established formats (DRHP p.26).p.26

    Regional scale** — 73 stores and several established formats (DRHP p.26).

  19. 19
    Competitive positionRising gross margin** — from 32.55% to 37.59% (DRHP p.126).p.126

    Rising gross margin** — from 32.55% to 37.59% (DRHP p.126).

  20. 20
    Risks, in plain wordsTwo states.** Nearly all revenue from Telangana and Andhra Pradesh (DRHP p.335).p.335

    Two states.** Nearly all revenue from Telangana and Andhra Pradesh (DRHP p.335).

  21. 21
    Risks, in plain wordsSame stores.** Sales fell 4.38% in FY25 (DRHP p.126).p.126

    Same stores.** Sales fell 4.38% in FY25 (DRHP p.126).

  22. 22
    Risks, in plain wordsLeases.** ₹7.4 billion of lease liabilities (DRHP p.296).p.296

    Leases.** ₹7.4 billion of lease liabilities (DRHP p.296).

  23. 23
    Risks, in plain wordsDebt.** Debt to equity of 2.35 (DRHP p.126).p.126

    Debt.** Debt to equity of 2.35 (DRHP p.126).

  24. 24
    Risks, in plain wordsNew stores.** Growth depends on openings (DRHP p.126).p.126

    New stores.** Growth depends on openings (DRHP p.126).

Not on this page yet: the peer table the issuer printed. Each is added when the pipeline extracts it from the offer document.