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
| Measure | FY23 | FY24 | FY25 |
|---|---|---|---|
| Stores | 41 | 57 | 73 |
| Same-store sales growth | 29.19% | 0.34% | (4.38)% |
| Revenue per sq. ft., ₹ | 19,584.71 | 17,945.42 | 14,523.78 |
| Average revenue per store, ₹ million | 518.71 | 431.23 | 369.03 |
| Average selling price per apparel piece, ₹ | 864.43 | 759.68 | 722.82 |
Source: DRHP p.126.
04The growth record
| ₹ million, restated | FY23 | FY24 | FY25 |
|---|---|---|---|
| Revenue from operations | 21,267.19 | 24,579.91 | 26,939.44 |
| EBITDA | 2,192.94 | 2,661.08 | 3,738.26 |
| EBITDA margin | 10.31% | 10.83% | 13.88% |
| Profit after tax | 678.21 | 616.74 | 1,044.21 |
| Cash from operations | 1,526.94 | 1,875.35 | 1,940.52 |
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
| ₹ million | Mar 2023 | Mar 2024 | Mar 2025 |
|---|---|---|---|
| Net worth | 2,892.62 | 3,517.07 | 4,568.93 |
| Total borrowings | 1,266.36 | 2,557.29 | 3,350.32 |
| Debt to equity | 1.73 | 2.04 | 2.35 |
Source: DRHP p.28, DRHP p.126.
08What the money is for
| Use of net proceeds | ₹ million |
|---|---|
| Repay loans | 2,750.00 |
| New "RS Brothers" and "South India Shopping Mall" stores | 1,181.81 |
| General corporate purposes | not yet stated |
Source: DRHP p.27.
09Who is selling
| Seller | Shares offered | Holding before the offer |
|---|---|---|
| Potti Malathi Lakshmi Kumari (promoter group) | up to 5,975,790 | 8.00% |
| Gourishetty Lalitha (promoter group) | up to 2,774,473 | 9.00% |
| Four promoters at 9% each | up to 2,689,105 each | 36.00% |
| Three other promoters | up to 5,975,790 | 20.00% |
| Four other promoter-group members | up to 4,396,473 | 15.00% |
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 offer | Share |
|---|---|
| Seven promoters | 56.00% |
| Eight promoter-group members | 44.00% |
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, FY25 | Revenue, ₹ mn | P/E | RoNW |
|---|---|---|---|
| RSB Retail India | 26,939.44 | — | 22.85% |
| V-Mart Retail | 32,538.60 | 132.03 | 5.65% |
| V2 Retail | 18,844.95 | 82.91 | 20.80% |
| Sai Silks (Kalamandir) | 14,620.10 | 29.22 | 7.54% |
| Baazar Style | 13,437.13 | 153.09 | 3.63% |
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 outstanding | Count | ₹ million |
|---|---|---|
| Against the company — tax | 6 | 192.58 |
| Against directors — tax | 4 | 30.16 |
| Against promoters — tax | 3 | 29.81 |
| By the company — criminal | 2 | not 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
- Why did same-store sales fall in FY25, and has it continued?
- Why is revenue per square foot falling as the store count grows?
- How will new stores be chosen to avoid cannibalising existing ones?
- Are any stores leased from promoters or their relatives?
- 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.
- 1At 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).”
- 2At 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
“It issued 10.56 million bills in FY25 at an average of ₹2,551 (DRHP p.126).”
- 4At 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).”
- 5At 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).”
- 6At 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).”
- 7The 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).”
- 8The 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
“Gross margin rose from 32.55% to 37.59% (DRHP p.126).”
- 10
“Inventory turnover fell from 3.72 to 3.09 times (DRHP p.126).”
- 11PromotersTax 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
“All shares are held by the promoters and promoter group (DRHP p.27).”
- 13
“Store openings** — 32 stores added in two years (DRHP p.126).”
- 14
“Same-store sales** — negative in FY25 (DRHP p.126).”
- 15What 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
“at March 2025 (DRHP p.126).”
- 17
“The proceeds fund more stores under two formats (DRHP p.27).”
- 18
“Regional scale** — 73 stores and several established formats (DRHP p.26).”
- 19
“Rising gross margin** — from 32.55% to 37.59% (DRHP p.126).”
- 20Risks, 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
“Same stores.** Sales fell 4.38% in FY25 (DRHP p.126).”
- 22
“Leases.** ₹7.4 billion of lease liabilities (DRHP p.296).”
- 23
“Debt.** Debt to equity of 2.35 (DRHP p.126).”
- 24
“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.