Abacus Lifestyle Brands Limited IPO

01At a glance

What the company does: runs franchise stores for other companies' fashion and lifestyle brands, chiefly Skechers, Highlander, United Colors of Benetton, Snitch, Campus and Tanishq, and distributes some of their goods to trade buyers; it makes nothing itself (DRHP p.137, DRHP p.151).

Who pays it: walk-in shoppers at its stores, which brought 83.99% of FY26 revenue, and trade customers in its wholesale arm, 16.01% (DRHP p.143). No customer is named and no customer concentration is given. Uttar Pradesh brought 86.48% of FY26 revenue (DRHP p.143).

Why it is raising money: ₹35.0 crore of the fresh issue is for working capital in FY27 and FY28 and ₹10.0 crore for repaying borrowings; the general corporate purposes amount is left blank (DRHP p.97). There is no offer for sale (DRHP p.1).

How fast it has grown: revenue from ₹194.8 crore in FY24 to ₹251.6 crore in FY26, about 13.6% a year, and profit after tax attributable to the company from ₹5.2 crore to ₹11.0 crore, about 44.6% a year (our arithmetic, DRHP p.65, DRHP p.109).

The one thing to understand: the business rests on one brand and on stock. Skechers products were 43.91% of FY26 revenue, up from 36.12% in FY24, under a franchise the brand owner can end on three months' notice (DRHP p.29, DRHP p.30). Inventory of ₹139.8 crore at March 2026 was 357 days of stock, against 214 days in FY24, and borrowings stood at ₹86.2 crore (DRHP p.35, DRHP p.64).

02The business, in plain words

What Abacus Lifestyle does

Abacus Lifestyle is a franchisee. Brand owners such as Skechers South Asia Private Limited, Tanishq and labels in the Arvind Fashions Limited portfolio allow it to open and run stores in their name; it finds the site, fits out the shop, hires and trains the staff and runs the store day to day (DRHP p.137, DRHP p.141). At June 30, 2026 it had 138 stores: 135 exclusive brand outlets (EBOs, a shop that sells one brand) and 3 multi-brand outlets (MBOs) in Uttar Pradesh (DRHP p.139). It also sells goods to retailers and distributors in bulk (DRHP p.142).

A shopper in Uttar Pradesh or Bengaluru wants a pair of Skechers or a Highlander shirt → the company buys the stock from the brand owner, ships it to its store and sells it at the price the brand sets → it keeps the gap between the purchase price and the shelf price, or, in stores where the brand still owns the stock, a commission on sales (DRHP p.252, DRHP p.253, DRHP p.56).

The way the company is paid depends on the store. In what the document calls FOFO stores (franchise owned, franchise operated), the company owns the stock, books the full sale as revenue and carries the inventory; Skechers, Highlander and Campus are run this way (DRHP p.139, DRHP p.252).

In COFO stores (company owned, franchise operated), the brand owns the stock and the company books only a commission; Tanishq, Caratlane and some Arvind labels are run this way (DRHP p.139, DRHP p.253). At March 2026, 109 stores were FOFO and 27 COFO (DRHP p.242). Retail stores brought ₹211.3 crore of FOFO sales and ₹15.0 crore of COFO revenue in FY26 (DRHP p.253).

The brand sets the retail price and decides most discounts, so the company has limited control over its own selling prices (DRHP p.56). It does not own any store, warehouse or office: 80 stores are rented in its name and 58 in the name of the brand owner, with the brand bearing that rent (DRHP p.32). The registered office, the warehouse and a guest house are rented from the promoter Sunit Kumar Mishra (DRHP p.38). It has no online shop of its own (DRHP p.45).

The company was incorporated in Lucknow in December 2011 as Abacus India Agencies Private Limited, opened its first store, a United Colors of Benetton franchise, in August 2012, and became a public company in October 2024 (DRHP p.2, DRHP p.138). In 2017 it took over two partnership firms of the promoters, M/s Abacus and M/s Abacus Retail, which ran branded garment stores in Uttar Pradesh (DRHP p.167).

It has one subsidiary, Abacus Automotive Private Limited, set up in December 2025 to trade in vehicles and parts, in which it holds 51% (DRHP p.170). It employed 602 people at June 30, 2026, 521 of them in retail sales and operations (DRHP p.149).

Earnings equation: Revenue = number of stores × revenue per store, plus wholesale. The document gives both: 136 stores at March 2026 and revenue per store of ₹1.85 crore in FY26, against 108 stores and ₹1.80 crore in FY24 (DRHP p.110). It does not give footfall, bills, units sold or average selling price, so revenue per store cannot be split further.

03Where the money comes from

The company reports one segment and sells only in India (DRHP p.224). It splits revenue by channel, by product category, by state and by brand.

Source: DRHP p.143. Luggage, 0.64% of FY24 revenue, ended in FY26 (DRHP p.143). Outside Uttar Pradesh, Karnataka was 5.49% of FY26 revenue, Telangana 3.17%, Uttarakhand 1.95% and Delhi 1.30% (DRHP p.143). Sale of goods was ₹233.0 crore of FY26 revenue and sale of services, the commissions, ₹18.6 crore (DRHP p.218).

Abacus Lifestyle customers: how concentrated the revenue is

The company sells to the public and to trade buyers it does not name, and the document gives no share of revenue for its largest customers. The concentration it does disclose is by brand: how much of revenue comes from each label it retails.

Source: DRHP p.31, our arithmetic for the top five, which excludes the "Others" line. Skechers sales were ₹110.5 crore in FY26 against ₹70.4 crore in FY24 (DRHP p.31). Revenue therefore depends on a few brands, and on one most of all: Skechers alone was 43.91% of FY26 revenue and the top five named brands 72.10% (DRHP p.31, our arithmetic). The draft abridged prospectus prints Skechers at 56.70%, 41.19% and 27.97% in its risk summary, which differs from the 43.91%, 41.19% and 36.12% in its own brand table and in the DRHP (AP p.5, AP p.2, DRHP p.29). This study uses the DRHP figures.

The company runs 36 Skechers EBOs under a franchise agreement of October 14, 2022 that has no lock-in; the brand owner can end it on three months' notice, and each new store needs a separate addendum (DRHP p.30). Six labels are named only as "Brand 1" to "Brand 6" with footnotes placing them in the PVH Arvind and Arvind portfolios (DRHP p.31). The company has also recently taken the India franchise for IZOD, for ten years (DRHP p.163).

On the supply side, 11 material creditors were owed ₹93.5 crore of the ₹96.4 crore of trade payables at March 31, 2026, about 97.0% (DRHP p.274, our arithmetic). The creditors are not named. The document says there are no long-term supply contracts (DRHP p.262).

04The growth record

Abacus Lifestyle financials: revenue, profit and margins

Source: DRHP p.109, DRHP p.66, DRHP p.64, converted from ₹ lakh. FY26 profit is the ₹10.97 crore attributable to the company; total profit including the subsidiary's minority share was ₹10.94 crore (DRHP p.65). Revenue went from ₹194.8 crore in FY24 to ₹251.6 crore in FY26 and profit after tax from ₹5.2 crore to ₹11.0 crore (DRHP p.109).

Our arithmetic over FY24 to FY26: revenue grew about 13.6% a year (our arithmetic, DRHP p.109), EBITDA about 23.2% a year (our arithmetic, DRHP p.109) and profit after tax about 44.6% a year (our arithmetic, DRHP p.109). EBITDA margin moved from 9.40% to 11.06%, up 166 basis points, so from 9.4% to 11.1% rounded (DRHP p.109). Revenue fell 6.65% in FY24, then rose 10.18% in FY25 and 17.20% in FY26 (DRHP p.48).

The year ends on March 31 throughout. FY26 is consolidated with the subsidiary formed in December 2025; FY25 and FY24 are standalone, because there was no subsidiary then (DRHP p.199). Restatement changed profit by small amounts: −₹0.09 crore in FY26, ₹0.29 crore in FY25 and −₹0.20 crore in FY24 (DRHP p.225). The annexure of ratios gives FY24 EBITDA as ₹17.4 crore and its margin as 8.93%, against ₹18.3 crore and 9.40% in the KPI table; the annexure adds back ₹2.1 crore of FY24 tax, against ₹3.0 crore in the profit and loss account (DRHP p.228, DRHP p.65).

What sits around the record:

• Cash: operating cash flow was ₹14.0 crore in FY26, ₹4.6 crore in FY25 and ₹16.3 crore in FY24 (DRHP p.66). Investing outflows were ₹28.7 crore, ₹6.7 crore and ₹26.4 crore, mostly store fit-outs and rent deposits (DRHP p.66).
• Other income was ₹3.1 crore in FY26, about 21.1% of profit before tax of ₹14.9 crore (our arithmetic, DRHP p.65). It included ₹1.6 crore of reimbursements from brands and ₹1.1 crore of profit on selling fixed assets (DRHP p.218).
• Debt: borrowings were ₹86.2 crore at March 31, 2026 (DRHP p.64), 1.82 times equity, about 1.8× (DRHP p.239), and net debt, borrowings less ₹0.20 crore of cash, about 3.1× FY26 EBITDA (our arithmetic, DRHP p.64). Return on capital employed was 16.32%, so 16.3% rounded (DRHP p.109). Finance cost was ₹9.7 crore in FY26 (DRHP p.65).
• Inventory: ₹139.8 crore at March 2026, 82.11% of current assets and 357 days of stock (DRHP p.35).
• Brands: Skechers was 43.91% of FY26 revenue, so 43.9% rounded (DRHP p.29).
• Geography: Uttar Pradesh was 86.48% of FY26 revenue, so 86.5% rounded (DRHP p.33).
• Contingent liabilities: ₹6.8 crore at March 31, 2026, almost all bank guarantees given to brand partners (DRHP p.67).
• Rent: ₹31.6 crore in FY26, 13.16% of total expenses (DRHP p.33).
• Working capital: 24.92% of FY26 revenue, so 24.9% rounded, against 16.95% in FY24 (DRHP p.37).
• Suppliers: 11 material creditors were owed about 97.0% of trade payables at March 2026 (our arithmetic, DRHP p.274).
• Industry: the company sits in retail, as a franchisee of apparel, footwear, jewellery and home brands (DRHP p.137).

05What the growth is made of

Revenue rose ₹56.7 crore from FY24 to FY26 (our arithmetic, DRHP p.65). The company says the increase is "by and large linked to increase in volume" and does not discuss price (DRHP p.261).

More stores: the network went from 108 stores at March 2024 to 120 and then 136 (DRHP p.34). The company opened 23, 34 and 35 stores in FY24, FY25 and FY26 and closed 11, 22 and 19 (DRHP p.34). Store count rose about 26% over the two years, close to the 29% rise in revenue, and revenue per store moved from ₹1.80 crore to ₹1.85 crore (our arithmetic, DRHP p.110).

A change of brands: the mix moved sharply. Skechers sales rose ₹40.1 crore, Highlander went from nothing to ₹28.4 crore and Snitch from nothing to ₹14.5 crore, while sales of brands the company no longer carries fell from ₹67.0 crore in FY24 to ₹15.5 crore in FY26 (our arithmetic, DRHP p.31). Much of the growth is new labels replacing ones that left.

New states: revenue outside Uttar Pradesh went from ₹17.3 crore in FY24 to ₹34.0 crore in FY26, with Karnataka, Telangana, Uttarakhand and Bihar adding stores (DRHP p.33, DRHP p.143).

Price and volume: the document gives no units sold, average bill or price per item, and the brand sets retail prices (DRHP p.56). The increase cannot be separated into volume and price from the document. That is the finding.

Margin: arithmetic on the profit and loss account gives a gross margin, revenue less purchases adjusted for stock change, of about 35.8% in FY24, 38.7% in FY25 and 43.1% in FY26 (our arithmetic, DRHP p.65). Revenue includes commission income with no purchase cost against it, so this is a rough measure. The document does not explain the movement in gross margin.

06Earnings quality

The item that needs explaining is inventory. Stock went from ₹73.2 crore at March 2024 to ₹99.1 crore and then ₹139.8 crore at March 2026, a rise of ₹66.5 crore in two years against a revenue rise of ₹56.7 crore (DRHP p.35, our arithmetic).

The company gives the reasons as more stores, more brands and deeper stock per store, and says its usual holding period runs 200 to 300 days with some stock on sale-or-return terms (DRHP p.99, DRHP p.141).

The document does not say how much of the stock is returnable to brands, how old it is, or whether any of it has been written down; it states only that inventory is carried at the lower of cost and realisable value and that no material losses on unsold stock have been incurred (DRHP p.222, DRHP p.35).

The stock was financed by suppliers and lenders. Trade payables rose from ₹61.1 crore to ₹96.4 crore over the two years and borrowings from ₹52.1 crore to ₹86.2 crore (DRHP p.64). Cash and cash equivalents were ₹0.20 crore at March 2026, ₹0.18 crore of it cash on hand (DRHP p.217). Separately, the company held ₹4.7 crore in mutual funds and ₹3.8 crore in fixed deposits of more than a year, some of them pledged to lenders (DRHP p.216, DRHP p.267).

Other income needs a line too. Of FY26 profit before tax of ₹14.9 crore, ₹3.1 crore was other income, and ₹1.1 crore of that was profit on selling fixed assets, which the company itself calls non-recurring (DRHP p.218, DRHP p.256).

The receivables include ₹2.75 crore owed by M/s Matrix, a partnership firm in the promoter group, unchanged at ₹2.75 crore for two years and ₹2.79 crore at March 2024 (DRHP p.235). The related-party tables show no sales to Matrix in any of the three years (DRHP p.234).

07The balance sheet

At March 31, 2026 total assets were ₹242.8 crore: inventories ₹139.8 crore, property and equipment ₹40.5 crore, security deposits ₹22.6 crore, trade receivables ₹21.8 crore, mutual funds ₹4.7 crore, long-term investments and deposits ₹4.1 crore and cash ₹0.20 crore (DRHP p.64, DRHP p.216). Against them: trade payables ₹96.4 crore, short-term borrowings ₹73.1 crore, long-term borrowings ₹13.1 crore, other liabilities, provisions and minority interest ₹12.9 crore and net worth ₹47.3 crore (DRHP p.64). The company owns no immovable property (DRHP p.215).

At June 30, 2026, borrowings were ₹100.2 crore: ₹83.0 crore secured and ₹17.2 crore unsecured (DRHP p.263). The largest lines are a Union Bank of India cash credit of ₹30.5 crore, an Axis Bank working capital loan of ₹22.5 crore, Tata Capital term loans of ₹7.6 crore and two Union Bank and Axis Bank government-backed term loans of ₹4.5 crore each (DRHP p.263, DRHP p.264).

There are nineteen unsecured facilities from banks and finance companies, at rates up to 18.00%, besides the promoter's loan (DRHP p.264, DRHP p.265). Interest rates across the borrowings run from 7.50% to 18.00% (DRHP p.267). The promoters have personally guaranteed ₹80.6 crore of facilities, and lenders hold mortgages on nine properties owned by Sunit Kumar Mishra, Kalpana Mishra or the two jointly (DRHP p.45, DRHP p.267).

The promoter Sunit Kumar Mishra had ₹1.34 crore lent to the company, interest free and repayable on demand (DRHP p.266).

Contingent liabilities at March 31, 2026 were ₹6.8 crore: bank guarantees of ₹6.69 crore issued to brand partners, a disputed GST amount of ₹0.02 crore and TDS defaults of ₹0.12 crore (DRHP p.67). Capital commitments are not stated.

Source: DRHP p.64, DRHP p.97, DRHP p.239. The capitalisation statement leaves the post-issue column blank (DRHP p.239). The ₹76.2 crore is our arithmetic on March 2026 borrowings; the loans named for repayment are counted at June 30, 2026, when borrowings were higher (our arithmetic, DRHP p.101, DRHP p.263). The working capital plan still assumes short-term borrowings of ₹85.7 crore in FY27 and ₹80.8 crore in FY28 (DRHP p.99).

08What the money is for

Abacus Lifestyle IPO objects: what the money is for

Source: DRHP p.97. The size of the fresh issue in rupees depends on the price, which is not set, so the share of each object cannot be worked out (DRHP p.1).

Working capital, ₹35.0 crore: ₹3.5 crore in FY27 and ₹31.5 crore in FY28 (DRHP p.97). The company splits it as ₹6.0 crore for 180 planned IZOD shop-in-shop counters, ₹15.0 crore for new EBOs and ₹14.0 crore for existing EBOs and MBOs (DRHP p.98). Its plan, approved by the board, assumes 148 stores at March 2027 and 159 at March 2028, with 60 IZOD counters in FY27 and 120 more in FY28 (DRHP p.98).

It projects inventory of ₹170.5 crore at March 2027 and ₹220.0 crore at March 2028, 360 and 380 days, against 357 days in FY26 (DRHP p.98, DRHP p.99). These are the company's own working capital estimates, certified by its auditor, not figures from its accounts (DRHP p.100).

Debt repayment, ₹10.0 crore: from ten loans that totalled ₹11.6 crore at June 30, 2026, including Union Bank of India's ₹4.5 crore loan for store furnishing, purchase invoice discounting lines from Cholamandalam and Indifi of ₹2.0 crore each, and Oxyzo term loans at 14.50% to 15.00% (DRHP p.101, DRHP p.102). Rates on the named loans run from 8.95% to 18.00% (DRHP p.101, DRHP p.102). The company says no loan from promoters or related parties will be repaid from the proceeds (DRHP p.285).

The objects have not been appraised by any bank or financial institution (DRHP p.105). A monitoring agency will be appointed before the red herring prospectus, the document says because the fresh issue exceeds ₹50.0 crore (DRHP p.105, DRHP p.74). At filing, ₹0.12 crore had been spent on issue expenses, all fees to the lead manager, paid from internal sources (DRHP p.105). The lender ICICI Bank had not yet given its no objection to the issue, though the objects chapter says the necessary lender consents have been obtained (DRHP p.44, DRHP p.102).

Into the business the whole fresh issue of up to 64,72,800 shares, at a price not yet set (DRHP p.1). To selling shareholders nothing; there is no offer for sale (DRHP p.1).

09Who is selling

Abacus Lifestyle IPO offer for sale: who is selling

The cover states that the offer for sale is "Nil" and the issue is a fresh issue of up to 64,72,800 shares only (DRHP p.1). All of it goes to the company: ₹35.0 crore for working capital and ₹10.0 crore for repaying borrowings, with general corporate purposes left blank (DRHP p.97). Promoters and the promoter group will not take part in the issue (DRHP p.95). The document records no acquisition, sale or transfer of shares by promoters, the promoter group or directors in the six months before filing (DRHP p.91). The last transfers by a promoter were gifts in July 2024, set out under section 09.

10Promoters

The promoters are Sunit Kumar Mishra and Kalpana Mishra, who together hold 98.85% of the company before the issue; with four promoter group members the holding is 98.93% (DRHP p.189, DRHP p.91). The document lists them as spouses (DRHP p.176). It lists Surendra Mohan Shukla as the father of Kalpana Mishra and Kanak Lata Mishra as the mother of Sunit Kumar Mishra (DRHP p.68).

Sunit Kumar Mishra, aged 57, is Chairman and Managing Director from October 3, 2024 to October 2, 2027, holds a B.Sc (Hons) from Banaras Hindu University and is described as having over 20 years in fashion, apparel and retail (DRHP p.173, DRHP p.175).

Kalpana Mishra, aged 53, is Whole-Time Director for the same term, holds an M.A. in Sociology from Kanpur University and is described as having over 20 years in retail and franchising (DRHP p.173, DRHP p.175). Both have been directors since incorporation (DRHP p.175).

Sunit Kumar Mishra is also a director of Abacus Brands Private Limited, Tekexcelrator Brands Private Limited, Abacus Automotive Private Limited and Truedge Advisors Private Limited; Kalpana Mishra of Abacus Brands Private Limited (DRHP p.173). No director has been on the board of a listed company before (DRHP p.46).

Pay: ₹0.57 crore to Sunit Kumar Mishra and ₹0.42 crore to Kalpana Mishra in FY26, ₹0.99 crore together, against ₹0.84 crore together in FY24 (DRHP p.68). The present terms are the same ₹0.57 crore and ₹0.42 crore a year (DRHP p.176, DRHP p.177).

Rent: the company pays Sunit Kumar Mishra ₹0.02 crore a month for the registered office, ₹0.03 crore a month for a warehouse from October 2026 and ₹0.02 crore a month for a guest house, all in Lucknow (DRHP p.38). Rent paid to Sunit Kumar Mishra was ₹0.84 crore in FY26 and ₹0.54 crore in FY25 (DRHP p.68).

Loans to the company: Sunit Kumar Mishra lent the company ₹20.5 crore and was repaid ₹20.5 crore in FY24, lent ₹6.1 crore and was repaid ₹9.8 crore in FY26 (DRHP p.68). At June 30, 2026 the directors' interest-free loans stood at ₹1.47 crore, repayable on demand (DRHP p.45).

Other business: two promoter group entities, Abacus Brands Private Limited and the partnership firm M/s Matrix, are in a similar line of business; the company signed non-compete agreements with both on July 24, 2026 (DRHP p.53, DRHP p.171). Matrix owed the company ₹2.75 crore at March 2026 (DRHP p.235). Tekexcelrator Brands Private Limited, where Sunit Kumar Mishra is a director, received ₹0.32 crore of commission in FY25 (DRHP p.234). Sunit Kumar Mishra also holds 24% of the subsidiary Abacus Automotive Private Limited (DRHP p.170).

Pledges and guarantees: no promoter shares are pledged (DRHP p.89). The promoters have personally guaranteed ₹80.6 crore of facilities and mortgaged their own properties to the lenders (DRHP p.45, DRHP p.267).

Cases: there are no criminal, civil or regulatory cases against the promoters (DRHP p.270). Each promoter has received a recovery letter under section 188A of the Income-tax Act for an outstanding demand on the dissolved firm M/s Abacus, of which both were partners; the firm has appealed to the Income Tax Appellate Tribunal, Lucknow (DRHP p.274). The amount is set out under section 23. Neither promoter has been barred from the capital markets or named a wilful defaulter (DRHP p.190, DRHP p.191).

Promoter economics: the average cost of the promoters' shares is ₹10.59 for Sunit Kumar Mishra and ₹11.45 for Kalpana Mishra (DRHP p.91).

The two subscribed at ₹10 in 2011 and at ₹20 in March 2014; took 18,59,921 shares at ₹51 in March 2017 for consideration other than cash, against current assets; took 9,84,352 shares at ₹59.43 in March 2022 and 5,05,727 shares at ₹62.00 in March 2023 by converting loans into equity; and received 1,40,00,000 bonus shares in June 2024 (DRHP p.84, DRHP p.85).

On July 10, 2024, Kalpana Mishra gifted 2,01,800 shares in 47 transfers, including to four promoter group members and 7,000 shares to the chief financial officer (our arithmetic, DRHP p.89, DRHP p.90). The document says the 2017 conversion used a valuation from a merchant banker rather than a registered valuer, and that bank records for the 2014 allotment are unavailable (DRHP p.41, DRHP p.38).

11Who already owns it

Abacus Lifestyle promoter holding before and after the IPO

Source: DRHP p.91, DRHP p.86. The promoter group members are Surendra Mohan Shukla and Kanak Lata Mishra with 6,000 shares each and Namrata Sanjay Tiwari and Namita Mishra with 1,000 each (DRHP p.91). There are 49 shareholders in all; no one outside the promoters holds 1% or more, and the largest public holder, Musab Ahmad Siddiqui, has 20,000 shares, 0.11% (DRHP p.91, DRHP p.87, AP p.4). The chief financial officer, Manoj Kumar Srivastava, holds 7,000 shares (DRHP p.87).

The document leaves the after-issue holding blank until the price is fixed (DRHP p.91). If all 64,72,800 new shares are issued, the total becomes 2,39,72,800 and the promoters' 98.85% becomes about 72.2%, so 98.9% → 72.2% (our arithmetic, DRHP p.91). Promoters with the promoter group would go from 98.93% to about 72.2% (our arithmetic, DRHP p.91). The new shares would be about 27.0% of the enlarged capital (our arithmetic, DRHP p.62).

There is no private equity, venture capital or institutional investor in the company (DRHP p.86). Every holder outside the promoter family came in through the July 2024 gifts, for no payment (DRHP p.89, DRHP p.112). The weighted average cost of the last five transactions shown in the price chapter is nil, because all were gifts (DRHP p.112). The company has issued no shares in the eighteen months before filing (DRHP p.111).

12What changed just before the IPO

• Revenue and profit: revenue went from ₹194.8 crore in FY24 to ₹251.6 crore in FY26 and profit after tax from ₹5.2 crore to ₹11.0 crore (DRHP p.109).
• Receivable days went from 47 in FY24 to 32 in FY26, while inventory days went from 214 to 357 (DRHP p.99).
• Promoter pay rose from ₹0.84 crore in FY24 to ₹0.99 crore in FY26 for the two promoters together (DRHP p.68).
• Borrowings rose from ₹52.1 crore at March 2024 to ₹86.2 crore at March 2026 and ₹100.2 crore at June 30, 2026, while promoter loans fell from ₹11.5 crore to ₹1.0 crore over the two years to March 2026 (DRHP p.64, DRHP p.263, DRHP p.211).
• Brands: Highlander, Snitch, Caratlane, Mia and The Souled Store were added and labels worth ₹67.0 crore of FY24 revenue were dropped by FY26 (DRHP p.31); IZOD's India franchise was signed for ten years in 2026 (DRHP p.163).
• Rent to the promoter: began in FY25 at ₹0.54 crore and reached ₹0.84 crore in FY26; a ₹0.03 crore a month warehouse lease from the promoter starts on October 1, 2026 (DRHP p.68, DRHP p.38).
• Subsidiary: Abacus Automotive Private Limited was set up on December 1, 2025, 51% owned, with the promoter holding 24% (DRHP p.170).
• Bonus issue: 4:1, allotted June 24, 2024, 1,40,00,000 shares, the last allotment before the IPO, with no price paid (DRHP p.84, DRHP p.85).
• Gifts: Kalpana Mishra gifted 2,01,800 shares in 47 transfers on July 10, 2024 (our arithmetic, DRHP p.89).
• Share split: none in the share capital history; every allotment is at a face value of ₹10 (DRHP p.84).
• Last cash allotment: March 27, 2014, at ₹20 a share (DRHP p.84).
• Name and status: renamed Abacus Lifestyle Brands Private Limited in June 2024 and converted to a public company with a certificate dated October 1, 2024 (DRHP p.2).
• Auditor change: none in the last three years (DRHP p.72).
• Board: a non-executive director joined in July 2024 and two independent directors in October and November 2024; a CFO was appointed in October 2024 and a company secretary in July 2024 (DRHP p.180, DRHP p.188).
• Non-compete: agreements with promoter group entities Abacus Brands Private Limited and M/s Matrix signed on July 24, 2026 (DRHP p.171).
• Tax: a GST show cause notice of July 1, 2026 proposes a demand for FY24, set out in section 23 (DRHP p.274).

13Capacity and expansion

The company is a retailer and does not manufacture, so installed capacity and utilisation do not apply (DRHP p.151). The nearest measure is the store network.

Source: DRHP p.34, DRHP p.98. Of the 136 stores at March 2026, 114 were in Uttar Pradesh, 7 in Karnataka, 4 in Telangana and 3 in Delhi (DRHP p.139). The company opened 10 and closed 8 stores in the three months to June 2026 (DRHP p.34). Capital spending, mostly furniture and fixtures for stores, was ₹23.4 crore in FY26 against ₹6.8 crore in FY24 (DRHP p.260).

The issue money funds stock and receivables for the planned stores and counters, not fit-outs (DRHP p.98). The document does not give store size in square feet, sales per square foot or same-store sales growth, so the step from store count to revenue cannot be made here beyond revenue per store.

14Market size and industry structure

Abacus Lifestyle industry: market size and growth

As claimed: the industry chapter is not a commissioned report. The company says it was extracted from websites and public documents, and names its sources as the International Monetary Fund, the India Brand Equity Foundation and IMARC Group pages on textiles, footwear, jewellery and home furnishings, with a Grand View Research report on jewellery and a Bain and Company report cited for online retail (DRHP p.119, DRHP p.50, DRHP p.133, DRHP p.126).

It adds that it asked these sources for consent and had no reply (DRHP p.50). The largest figure given is India's retail sector, put on track to exceed US$ 2,361.11 billion by 2030 from US$ 1,093.89 billion in 2025, the 2025 figure about ₹1,03,53,669 crore at the document's March 2026 rate of ₹94.65 to the dollar (DRHP p.125, our arithmetic, DRHP p.25).

The part that is addressable: the company sells branded apparel, footwear and accessories (93.71% of FY26 revenue), jewellery and home furnishings, almost all in Uttar Pradesh (DRHP p.143). The chapter sizes each category nationally. The India footwear market is given as USD 20.67 billion in 2025, about ₹1,95,642 crore (DRHP p.131, our arithmetic, DRHP p.25).

The Indian textile and apparel market, which includes fibre, fabric and exports and is far wider than branded clothing, is given as USD 248.70 billion in 2025, about ₹23,53,946 crore (DRHP p.129, our arithmetic). Jewellery is given as USD 95.10 billion in 2025 and home furnishings as USD 7.49 billion (DRHP p.132, DRHP p.136). The chapter does not size branded franchise retail, footwear in Uttar Pradesh or any market the company specifically sells into.

What the company is today: FY26 revenue of ₹251.6 crore is about 0.13% of the national footwear figure alone (our arithmetic, DRHP p.65, DRHP p.131). The chapter gives no market share for the company or for any named competitor.

Size over time: the chapter's growth figures are the cited sources' projections, not the company's. IMARC's footwear page projects the market at USD 22.67 billion in 2026 and USD 47.53 billion by 2034, a 9.7% CAGR (DRHP p.131). The textile and apparel source projects USD 656.31 billion by 2034, an 11.38% CAGR (DRHP p.129).

Jewellery is projected at USD 151.37 billion by 2034 at 5.30% a year (DRHP p.132), and home furnishings at USD 12.71 billion by 2034 at 6.05% (DRHP p.136). For retail as a whole, the chapter cites a Deloitte and RAI report projecting organised retail at US$ 230 billion by 2030, with organised retail expected to take more than 35% of the market (DRHP p.125).

E-commerce is put at US$ 129.72 billion in 2025, projected to US$ 651.10 billion by 2034 (DRHP p.125). These are the sources' claims as the company reproduces them.

Segments: the footwear source splits the market into non-athletic footwear, 67.64% in 2025, and athletic footwear, 32.36%, which it calls the fastest growing at about 11.8% a year; and into premium, 54%, and mass market, 46% (DRHP p.129). By region it gives North India 35.0%, South India 24.6%, West and Central 22.8% and East 17.6% (DRHP p.130). The company's largest brand, Skechers, is listed under apparel, accessories and footwear, and its stores are mostly in Uttar Pradesh (DRHP p.140, DRHP p.139). In jewellery, organised players are said to have grown from about 22% of the market in FY2019 to 36% to 38% by FY2024 (DRHP p.133).

What drives demand: the chapter names rising incomes and an expanding middle class, urbanisation, with India's urban population projected at 600 million by 2031, brand consciousness, new mall space, fitness and athleisure trends, and weddings, with an estimated 40 to 50 lakh marriages a year driving jewellery (DRHP p.125, DRHP p.126, DRHP p.130, DRHP p.133). It notes that the seven largest cities are expected to add 16.6 million square feet of mall space by 2026 (DRHP p.125).

Structure: the chapter describes footwear manufacturing as over 95% MSME units operating informally, concentrated in Agra, Chennai and Kolkata, competing on price with branded players in the mass market (DRHP p.130). Home furnishings is called fragmented, with organised brands alongside regional makers and local vendors (DRHP p.136). The company names two listed companies as comparable, Brand Concepts Limited and Brandman Retail Limited, while saying their scale and models differ (DRHP p.147).

In jewellery the chapter names Kalyan Jewellers, Joyalukkas and Tanishq, and in footwear Campus Activewear, Metro Brands and Lehar Footwear, as examples of trends rather than as the company's competitors (DRHP p.132, DRHP p.133, DRHP p.131). It gives no market shares for any of them.

Inputs and trade: the company buys finished goods from brand owners, so its main input is the brands' stock and its main operating costs are rent, staff and power (DRHP p.219). The chapter's input discussion is about makers: leather, rubber and synthetic material prices for footwear, cotton and yarn for textiles, and gold prices for jewellery (DRHP p.130, DRHP p.128, DRHP p.134). It notes import duty complexity for footwear components (DRHP p.131). The company has no imports or exports of its own (DRHP p.151).

Rules: the chapter on regulations lists the shops and establishments acts of each state where the company has stores, the GST acts of eight states, professional tax laws, the labour codes, consumer protection, contract and sale of goods law, and trademark law (DRHP p.153 to DRHP p.161). The company is yet to apply for trade licences in Bihar and Delhi and for amendments to its GST certificates after the change of name (DRHP p.279). In jewellery, hallmarking was made mandatory even for 9-carat gold from July 2025 (DRHP p.132).

What the chapter says can go wrong: changing fashion, intense competition and price pressure, the shift to e-commerce and brands selling direct to consumers, counterfeits, raw material and gold price swings, rising labour and compliance costs, and price sensitivity in the mass market (DRHP p.130, DRHP p.131, DRHP p.134, DRHP p.136). Much of the chapter is national economic background from the IMF and IBEF, including global growth projections and India's GDP, which does not bear on the company's segment (DRHP p.119, DRHP p.122).

15Competitive position

Abacus Lifestyle competitors

Source: DRHP p.111, DRHP p.64, converted from ₹ lakh. The document gives the peers' FY26 net worth, ₹75.2 crore for Brand Concepts and ₹141.9 crore for Brandman Retail, but not their borrowings (DRHP p.111). The same table prints Brand Concepts' net worth for FY25 and FY24 as ₹957.1 crore and ₹1,003.3 crore, figures that do not fit its FY26 net worth or its revenue (DRHP p.111).

What the company puts forward: a range of national and international brands, a network of stores across several states, a model that works under different commercial terms with different brands, both retail and wholesale arms, experience in fitting out and running stores, and promoters with over 20 years in the trade (DRHP p.147, DRHP p.148).

Against that: it retails other companies' brands, its own two trademark applications, one of them for the planned Desicool label, are still pending, its largest brand can end the franchise on three months' notice, the brands are free to appoint other partners and reach shoppers directly, it has no online channel, and 86.48% of revenue comes from one state (DRHP p.49, DRHP p.30, DRHP p.29, DRHP p.45, DRHP p.33).

The company does not hold any quality or standards certification (DRHP p.279). Store staff attrition was 80.74% in FY26 (DRHP p.48).

16Peers the company named

Peers named in the offer document: Brand Concepts Limited and Brandman Retail Limited (DRHP p.109).

The document says the peers are "not strictly comparable" given the nature and size of business, and are included for broad comparison (DRHP p.109). Brand Concepts is about 1.4 times the company's FY26 revenue with a PAT margin of 0.31% and RoCE of 6.84% (DRHP p.111). Brandman Retail is about two thirds of the company's revenue, with a PAT margin of 15.57% (DRHP p.111).

The document prints their P/E as 232.27 and 8.85, and the "industry average" of the two as 120.56 (DRHP p.108, DRHP p.109). One note says the peer prices are closing prices of September 24, 2026 and another that the P/E uses the price on March 31, 2026 (DRHP p.109). The company's FY26 EPS is ₹6.27 after the bonus (DRHP p.109). With no price band, no P/E for the company can be stated.

17Risks, in plain words

Abacus Lifestyle IPO risks

Suppliers: one brand: Skechers products were 43.91% of FY26 revenue under a franchise with no lock-in, which the brand owner can end on three months' notice (DRHP p.29, DRHP p.30) → if the franchise ended or shrank, close to half of revenue would be affected → Skechers sales were ₹110.5 crore of ₹251.6 crore in FY26 (DRHP p.31).

Business: stock: inventory was ₹139.8 crore at March 2026, 357 days of stock, up from 214 days in FY24 (DRHP p.35) → fashion stock left unsold in season needs markdowns, and the company sets few of its own prices (DRHP p.35, DRHP p.56) → the company's own plan has inventory rising to 380 days in FY28 (DRHP p.99).

Business: one state: Uttar Pradesh brought 86.48% of FY26 revenue, and 114 of 136 stores were there (DRHP p.33, DRHP p.139) → any regional disruption reaches most of the business at once.

Financial: debt and cost: borrowings of ₹100.2 crore at June 30, 2026, with unsecured lines at up to 18.00% (DRHP p.263, DRHP p.267) → finance cost was ₹9.7 crore in FY26, about 35% of EBITDA (our arithmetic, DRHP p.65) → net debt was about 3.1× FY26 EBITDA (our arithmetic, DRHP p.64).

Financial: profit mix: other income was ₹3.1 crore, about 21.1% of FY26 profit before tax, and ₹1.1 crore of it was profit on selling fixed assets (our arithmetic, DRHP p.65, DRHP p.218) → part of the FY26 rise in profit came from items outside store trading.

Business: rent and staff: rent was ₹31.6 crore in FY26 and staff costs ₹24.6 crore, both rising faster than revenue (DRHP p.219, DRHP p.65) → store attrition was 80.74% in FY26 against 52.51% in FY24 (DRHP p.48).

Regulation and compliance: provident fund and ESI payments were late in all 12 months of each of the three years, and GST returns late 12 times in FY26 and 25 times in FY25 (DRHP p.42) → the company also lists missed and incomplete company law filings, a share conversion valued by a merchant banker rather than a registered valuer, and trade licences not yet applied for in Bihar and Delhi (DRHP p.41, DRHP p.52).

Legal and tax: a GST show cause notice proposes a ₹5.2 crore demand for FY24 (DRHP p.42) → the proposed amount is close to half of FY26 profit after tax of ₹11.0 crore (our arithmetic, DRHP p.109).

Promoters: related parties: the company rents its office, warehouse and guest house from the promoter, owes the promoter on demand loans and is owed ₹2.75 crore by a promoter group firm (DRHP p.38, DRHP p.45, DRHP p.235) → promoter group firms Abacus Brands Private Limited and M/s Matrix are in a similar business, under non-compete agreements signed in July 2026 (DRHP p.53).

Issue-specific: promoters' average cost is ₹10.59 and ₹11.45 a share and every other holder received shares as a gift (DRHP p.91, DRHP p.112) → the promoters keep about 72.2% if all new shares are issued (our arithmetic, DRHP p.91) → lender ICICI Bank's no objection was still awaited at filing (DRHP p.44).

18Litigation and regulatory matters

Cases against Abacus Lifestyle and its promoters

Criminal: one case against the company, filed by the Barabanki traffic police in October 2023 under section 194B(1) of the Motor Vehicles Act over a company vehicle; none against the promoters or directors (DRHP p.269, DRHP p.270). Regulatory: no actions by statutory or regulatory authorities against the company, promoters or directors, and no SEBI or stock exchange action against the promoters (DRHP p.270). Civil: no material civil litigation (DRHP p.270). Tax: the summary counts 19 tax proceedings against the company totalling ₹5.4 crore, and the detailed table lists 8 GST matters of ₹5.3 crore and 2 TDS matters of ₹0.12 crore (DRHP p.43, DRHP p.272).

The promoters' matter concerns M/s Abacus, the partnership firm whose business the company took over in 2017 and which was dissolved on March 31, 2017 (DRHP p.167). The Commissioner of Income Tax (Appeals) upheld the assessing officer's additions on April 20, 2026; the firm appealed on April 22, 2026; and the tax department wrote to both partners on April 23, 2026 under section 188A, which makes partners jointly and severally liable for a firm's dues (DRHP p.274, DRHP p.43). The document says that if such demands are upheld the liability may fall on the company or the promoters (DRHP p.43).

The company secretary is named only in the alternative, as one of four former directors of Topworth Tollways (Ujjain) Private Limited, in a State Bank of India application in an insolvency case; the exposure is limited to a ₹0.15 crore transaction of April 2017 (DRHP p.271). The income-tax portal shows ₹3.6 crore of demand outstanding against the company, which the company says it has paid in instalments between December 2025 and July 2026 and which has not yet been adjusted (DRHP p.273). Interest on late income tax and TDS cost ₹0.37 crore in FY26 and ₹0.87 crore in FY25 (DRHP p.219).

19Related-party transactions

Source: DRHP p.68, DRHP p.234. Tekexcelrator Brands Private Limited received commission of ₹0.02 crore in FY26, ₹0.32 crore in FY25 and ₹0.11 crore in FY24 (DRHP p.68). Surendra Mohan Shukla was paid ₹0.02 crore rent a year and holds a ₹0.14 crore deposit (DRHP p.69, DRHP p.235). Truedge Advisors Private Limited, formed in November 2025 with Sunit Kumar Mishra as a director, received a ₹0.04 crore advance in FY26 (DRHP p.69, DRHP p.280). The company's CFO and company secretary were paid ₹0.08 crore and ₹0.03 crore in FY26 (DRHP p.187).

At March 31, 2026 the company owed Sunit Kumar Mishra ₹0.85 crore, down from ₹8.5 crore at March 2024, and owed Kalpana Mishra nothing, down from ₹3.0 crore (DRHP p.235). M/s Matrix owed the company ₹2.75 crore (DRHP p.235). In the subsidiary, Sunit Kumar Mishra lent ₹0.13 crore in FY26 (DRHP p.69).

What appeared or changed in the two years before filing: rent to the promoter began in FY25 and the warehouse lease from the promoter starts in October 2026 (DRHP p.68, DRHP p.38); promoter loans were largely repaid (DRHP p.235); the subsidiary and Truedge Advisors relationships began in late 2025 (DRHP p.68); and the non-compete agreements with Abacus Brands Private Limited and M/s Matrix were signed in July 2026 (DRHP p.171). The company says its related-party arrangements are at arm's length (DRHP p.44).

20What the offer document does not say

Customers and suppliers are not named, and no customer concentration is given. Revenue by store, footfall, average bill, units sold, store area, sales per square foot and same-store growth are not given, so the earnings equation stops at revenue per store. The commercial terms with Skechers and other brands, the margins they allow, and how much stock can be returned to them are not disclosed. The age of inventory and any write-downs are not given.

Why M/s Matrix owes ₹2.75 crore with no sales to it in three years is not explained (DRHP p.235). The Indian branded franchise retail market is not sized; the industry chapter is assembled from public websites, not a commissioned report (DRHP p.119). The issue size in rupees, the price band, general corporate purposes and issue expenses are blank (DRHP p.97, DRHP p.103). The after-issue shareholding is blank (DRHP p.91). Capital commitments are not stated.

Some inconsistencies are recorded as document matters, not business ones: the draft abridged prospectus gives Skechers at 56.70% and 27.97% of FY26 and FY24 revenue against 43.91% and 36.12% elsewhere (AP p.5, DRHP p.29); the abridged prospectus names a promoter group member as Namrata Mishra and the DRHP as Namrata Sanjay Tiwari (AP p.3, DRHP p.91);

FY24 EBITDA is ₹18.3 crore in the KPI table and ₹17.4 crore in the ratio annexure (DRHP p.109, DRHP p.228); FY26 net worth is printed as ₹41.4 crore on one page and ₹47.3 crore elsewhere (DRHP p.238, DRHP p.64); the CSR shortfall for FY26 is ₹0.13 crore in the risk factor and ₹0.05 crore in the notes (DRHP p.38, DRHP p.225); the objects chapter refers readers to a "Financial Indebtedness" chapter on page 360

which does not exist (DRHP p.100); the CDSL agreement is dated January 29, 2025 on one page and January 29, 2024 on another (DRHP p.276, DRHP p.286); the domain abacuslifestylebrands.com is created in May 2026 on one page and May 2025 on another (DRHP p.150, DRHP p.279); the brand list cites Nautica and Pepe Jeans among current brands, though neither appears in the revenue table (DRHP p.148, DRHP p.31);

the working capital table lists "short-term borrowings" equal to the full working capital requirement in each year (DRHP p.99); and the employee table repeats "Fiscal 2026" as the heading for all three years (DRHP p.48).

21Five questions for management

1. How much of the ₹139.8 crore of stock at March 31, 2026 is on sale-or-return terms with brands, how old is the rest, and how much was marked down or written off in FY26?
2. What are the commercial terms with Skechers South Asia Private Limited, including the margin allowed and the stock the company must carry per store, and how many Skechers stores were opened and closed in each of the last three years?
3. Why does M/s Matrix owe the company ₹2.75 crore when no sales to it appear in three years, and when will it be paid?
4. What was the revenue of stores open for the whole of FY25 and FY26, so that growth from existing stores can be separated from new stores?
5. What is the company's response to the ₹5.2 crore GST show cause notice for FY 2023-24, and what part of it relates to the turnover mismatches the notice describes?

1Sources and cited facts

This study was read from 1 document the company filed. The 207 figures it cites are listed under the document each came from, with the page and the sentence as printed.