Vashishtha Luxury Fashion Ltd IPO

The IPO opens on 05 Sept 2025 & closes on 10 Sept 2025.

Vashishtha Luxury Fashion Limited, was originally formed as a Partnership Firm in the name and style of 'Vashishtha Exports' pursuant to Deed of Partnership dated February 17, 2010. Vashishtha Exports thereafter converted from Partnership Firm into a Private Limited Company in the name of 'Vashishtha Luxury Fashion Private Limited' dated September 6, 2022. Subsequently, the Company name got changed to 'Vashishtha Luxury Fashion Limited' and a fresh Certificate of Incorporation dated May 8, 2023 was issued to the Company by the Registrar of Companies, Maharashtra, Mumbai. The Company is engaged in the business of exporting high fashion hand embroidery, accessories & finished garments. Vashishtha Luxury Fashion Limited is a reliable name amongst International Designers, Fashion Houses & Boutiques. It is majorly engaged in the business of exporting to various brands and Fashion Houses; however, it provide services in customized designs in textile and apparel industry. Since the beginning, it provided services to many Couture and prêt-à-porter brands from Europe, UK, USA, Australia, Turkey and European countries. The Company operate a sample manufacturing facility in Mumbai. This facility is managed by the wholly owned subsidiary, Vashishtha Embroidery Private Limited. Additionally, they have a production facility operated by the Promoter Group Entity, Anas Embroidery, which is a proprietorship concern owned by Archana Odiya, a Director of Vashishtha Luxury Fashion Limited. Pursuant to Share Transfer Deed dated May 04, 2024, Company has acquired 98% ownership rights in Vashishtha Embroidery Private Limited by acquiring 9,900 Equity Shares of Vashishtha Embroidery Private Limited and thereby making it a subsidiary of the Company. The Company completed the IPO by issuing 7,99,200 equity shares of Rs 10 each, by raising Rs 8.87 crore in September, 2025.

Vashishtha Luxury Fashion Ltd IPO will close on 10 Sept 2025.

<ul><li>Consistency in Quality.</li><li>Rich Management Experience and Skilled Team.</li><li>Customer Centric Business Model.</li><li>Smooth Flow of Operations.</li><li>Scalable Business Model.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Ravindra Dhareshivkar</td> <td>778747</td> <td>50</td> <td>778747</td> <td>33.04</td> </tr> <tr> <td>2</td> <td>Mustak Odiya</td> <td>778746</td> <td>50</td> <td>778746</td> <td>33.04</td> </tr> <tr> <td>3</td> <td>Archana Odiya</td> <td>13</td> <td>---</td> <td>13</td> <td>---</td> </tr> <tr> <td>4</td> <td>Sahil Odiya</td> <td>13</td> <td>---</td> <td>13</td> <td>---</td> </tr> <tr> <td>5</td> <td>Heranja Heena Shabbirhushen</td> <td>13</td> <td>---</td> <td>13</td> <td>---</td> </tr> <tr> <td>6</td> <td>Vibhuti Dhareshivkar</td> <td>13</td> <td>---</td> <td>13</td> <td>---</td> </tr> <tr> <td>7</td> <td>Prakash Dhareshivkar</td> <td>13</td> <td>---</td> <td>13</td> <td>---</td> </tr> </tbody> </table>

<ul><li>The company has a limited operating history and may be subject to risks inherent in early-stage companies, which may make it difficult for investors to evaluate its business and prospects.</li><li>Incomplete regulatory and other compliance during transition from Partnership Firm to a Company which can affect overall aspects of the Company.</li><li>The company relies heavily on its subsidiary, Vashishtha Embroidery Private Limited, and the Promoter Group Entity, Anas Embroidery, for all manufacturing-related activities.</li><li>The Company's subsidiary Vashishtha Embroidery Private Limited and Promoter Group Entity Anas Embroidery does not possess quality control certification from any recognized authority.</li><li>There have been some instances of delays in filing of statutory and regulatory dues in the past with the various government authorities.</li><li>There have been instances of delayed filings and erroneous filings of certain forms which were required to be filed as per the reporting requirements under the Companies Act, 2013 to ROC.</li><li>The company is require certain approvals and licenses in the ordinary course of business and are required to comply with certain rules and regulations to operate its business, and the failure to obtain, retain and renew such approvals and licenses or comply with such rules and regulations, and the failure to obtain or retain them in a timely manner or at all may adversely affect the company operations.</li><li>There are certain outstanding legal proceedings involving the Company, Promoter and Director, Subsidiaries/Group Companies, KMPs and SMPs an adverse outcome of which may adversely affect its business, reputation and results of operations.</li><li>The company business is subject to seasonality. Lower revenues in the festive period of any Fiscal may adversely affect its business, financial condition, results of operations and prospects.</li><li>The company is typically work on a buy order basis with its clients, and the majority of them do not sign long-term contracts. the company business, prospects, operational outcomes, and financial situation could all suffer if the company is unable to uphold its ties with the company customers.</li><li>The company relies on a small number of suppliers for the company raw material needs, therefore any significant disruption to the timely and sufficient supply of these commodities might have a negative impact on its operations, financial health, and business operations.</li><li>The Company is dependent on few numbers of customers for its sales. Loss of any of these large customers will significantly affect its revenues and profitability.</li><li>Significant portion of the company revenue has been generated from some countries, any loss of business from these states may adversely affect its revenues and profitability.</li><li>The company is primarily dependent upon few key suppliers for procurement of raw materials. Any disruption in the supply of these raw materials or fluctuations in their prices could have a material adverse effect on the company business operations and financial conditions.</li><li>In addition to normal remuneration the company Key Managerial Personnel (including its promoters) are interested in the Company to the extent of their shareholding and dividend entitlement in the Company. Further the company has entered in related party transaction with them.</li><li>The company has negative cash flows from operating activities in the past and may, in the future, experience similar negative cash flows</li><li>The Company is yet to place orders for 100% towards purchase of machinery. Any delay in placing orders or procurement of such machinery may further delay the schedule of implementation and increase the cost of commissioning the manufacturing unit.</li><li>The average cost of acquisition of Equity Shares by the company Promoters could be lower than the price determined at time of registering the Red Herring Prospectus.</li><li>The company face significant foreign exchange risks, particularly in its export and import operations, which could adversely affect the company operational results.</li><li>The sole focus of the company firm is the 100% export of goods; its do not cater to Indian consumers locally, which could potentially impact its market share in India. If the company don't grow, its could be able to limit and even negatively impact the company growth.</li><li>Any breakdown in its quality control procedures could harm the company's reputation and have a negative impact on the company cash flows, operations, business, and financial situation. If the quality of its products falls short of what the company clients expect, its can suffer from a damaged reputation or legal action.</li><li>The company business is significantly dependent on its job workers. Failure to follow the specifications as per customers' prescriptions by the company job workers may increase its cost of sales and adversely affect the company profitability.</li><li>The company promoters play key role in its functioning and the company heavily relies on their knowledge and experience in operating its business and therefore, it is critical for the company is business that they remain associated with it.</li><li>The BRLM has relied exclusively on the availability of supporting documents to verify the specific details of Directors, Promoters, Key Management Personnel (KMPs), and Senior Management Personnel (SMPs) included in this Red Herring Prospectus. Due to the limited documentation available, the write-up for the management chapter may not provide a comprehensive overview of all relevant details.</li><li>The company is require several approvals, NOCs, licenses, registrations and permits in the ordinary course of its business. Some of the approvals are required to be transferred in the name of "Vashishtha Luxury Fashion Limited" from "Vashishtha Luxury Fashion Private Limited" pursuant to name change of the company any failure or delay in obtaining the same in a timely manner may adversely affect its operations.</li><li>Restriction on the company is Merchant Banker/ Book Running Lead Manager from undertaking new assignments may create a perception risk and could impact investor confidence.</li><li>Violation of these regulations may have a negative impact on its business and operational outcomes. the company is product and services expose it to many risks, including occasionally contradicting legal and regulatory requirements.</li><li>Limited Brand Visibility Could Adversely Impact Business Operations and Market Positioning.</li><li>Risk of Inadequate Internal Controls to Prevent Third-Party Plagiarism of the company Products and Designs</li><li>The company is inability to effectively manage supply chain execution may lead to delays which may affect its business and results of operations.</li><li>Changes in technology may affect its business by making the company equipment or products less competitive or obsolete.</li><li>The company is might not meet its financial goals if the company can't find business prospects efficiently.</li><li>Both organized and unorganized players compete with it in the company industry, which could negatively impact its operations and financial situation.</li><li>The company is promoter and management provide ongoing services, strategic direction, and financial assistance, all of which are critical to its success.</li><li>The company is insurance coverage may not adequately protect it against potential risk, and this may have a material adverse effect on its business.</li><li>Non-compliance with existing or changes to environmental, health and safety, labour laws and other applicable regulations by it or the company is weavers/suppliers may adversely affect its business, financial condition, results of operations and cash flows.</li><li>The company is may not be successful in implementing its business strategies.</li><li>Any future acquisitions, joint ventures, partnerships, strategic alliances, tie-ups or investments could fail to achieve expected synergies and may disrupt our business and harm the results of operations and our financial condition.</li><li>The Company has unsecured loans with a total outstanding amount of ? 27.99 lakhs as of March 31, 2025, that may be recalled by the lenders at any time.</li><li>The company is may be able to sufficiently protect or continue its intellectual property and other proprietary rights.</li><li>The deployment of the Net Proceeds from the Fresh Issue are based on management estimates and have not been independently appraised by any bank or financial institution and is not subject to any monitoring by any independent agency and the Company's management will have flexibility in utilizing the Net Proceeds from the Fresh Issue.</li><li>The company is dependent on third party transportation providers for the delivery of its products to the company customers.</li><li>The company has not commissioned an industry report for the disclosures made in the section titled `Industry Overview' and made disclosures on the basis of the data available on the internet and such data has not been independently verified by it.</li><li>The company cost of purchases is exposed to fluctuations in the prices of fabrics required for its business as well as its availability.</li><li>The company has not made any alternate arrangements for financing the `Objects of the Issue'.</li><li>If the company is unable to manage its growth effectively or raise additional capital, its business, future financial performance and results of operations could be materially and adversely affected.</li><li>The Company may not be able to bring growth or successfully implement its business plan which could have an effect on the company business, results of operations and financial condition.</li><li>Employee misconduct, errors or fraud could expose it to business risks or losses that could adversely affect its business prospects, results of operations and financial condition.</li><li>The company is may also be unable to obtain future financing to fund its operations, and working capital requirements on favorable terms, or at all.</li><li>Any delay or defaults in receipt of payments or dues from the company customers could result in a reduction of its profits.</li><li>Any future issuance of Equity Shares may dilute your shareholding and sale of Equity Shares by the Promoter may adversely affect the trading price of the Equity Shares.</li><li>The company is ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in its financing arrangements.</li><li>There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the SME Platform of BSE in a timely manner, or at all.</li><li>Pursuant to listing of the Equity Shares, the company is may be subject to pre-emptive surveillance measures like Additional Surveillance Measure ("ASM") and Graded Surveillance Measures ("GSM") by the Stock Exchanges in order to enhance market integrity and safeguard the interest of investors.</li><li>Non-compliance with and changes in, safety, health and environmental laws and other applicable regulations, might adversely affect the Company's results of operations and its financial condition. the company is subject to Indian laws and government regulations, including laws in relation to safety, health and environmental protection.</li></ul>

The Issue type of Vashishtha Luxury Fashion Ltd is Book Building - SME.

The minimum application for shares of Vashishtha Luxury Fashion Ltd is 2400.

The total shares issue of Vashishtha Luxury Fashion Ltd is 799200.

Initial public offer of up to 7,99,200 equity shares of face value of Rs. 10/- each (the "Equity Shares") of Vashishtha Luxury Fashion Limited ("Our Company" or "the Issuer") at an issue price of Rs. 111 per equity share (including share premium of Rs.101 per equity share) for cash, aggregating up to Rs.8.87 crores ("Public Issue") out of which 40,800 equity shares of face value of Rs. 10/- each, at an issue price of Rs. 111 per equity share for cash, aggregating Rs.0.45 crores will be reserved for subscription by the market maker to the issue (the "Market Maker Reservation Portion"). The public issue less market maker reservation portion i.e. issue of 7,58,400 equity shares of face value of Rs. 10/- each, at an issue price of Rs. 111 per equity share for cash, aggregating up to Rs. 8.41 crores is herein after referred to as the "Net Issue". The public issue and net issue will constitute 33.91% and 32.20% respectively of the post- issue paid-up equity share capital of the company.