Wakefit Innovations Ltd IPOWAKEFIT

The IPO opens on 08 Dec 2025 & closes on 10 Dec 2025.

Wakefit Innovations Limited was incorporated as Wakefit Innovations Private Limited' at Bengaluru, Karnataka as a private limited company dated March 1, 2016, issued by the Registrar of Companies, Karnataka at Bengaluru. Subsequently, Company's status was converted from a private limited to a public limited company and the name changed from Wakefit Innovations Private Limited' to Wakefit Innovations Limited' via fresh certificate of incorporation dated June 16, 2025. The Company is engaged in the business of manufacturing, packaging, distribution, marketing and sale of mattresses, furniture and furnishing etc. Company was one of the first organised players in India to introduce roll-packing technology for mattresses in India by establishing necessary infrastructure for roll-packing, reducing logistics costs compared to conventional transportation of open full form mattresses. Company started business with selling mattresses and then expanded into adjacent categories of furnishings and furniture, leading up to becoming a complete home and furnishing solutions destination. Later, it opened the production factory in Hosur district of Tamil Nadu in 2021. The Company opened its COCO-Regular Store in Lucknow, Uttar Pradesh in 2022, following the commencement of business through multi-branded outlets (MBO) for the first time. Company came up with the IPO by issuing 66,096,866 equity shares of face value Re 1 by raising money aggregating to Rs 1288.89 crore, comprising a fresh issue of 19,342,461 equity shares aggregating to Rs 377.18 crore and the offer for sale of 46,754,405 equity shares aggregating to Rs 911.71 crore on December 10, 2025.

Wakefit Innovations Ltd IPO will close on 10 Dec 2025.

<ul><li>Largest and fastest growing D2C home and furnishing solutions destination.</li><li>Comprehensive home and furnishing solutions brand with a core focus on product innovation.</li><li>Full-stack vertically integrated operations with differentiated processes and technical capabilities.</li><li>Omnichannel sales presence and strategically located store network.</li><li>The Company's multi-faceted marketing approach enhancing its brand image.</li><li>Business model with a track record of delivering financial growth.</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>Ankit Garg</td> <td>103190136</td> <td>33.03</td> <td>95460648</td> <td>29.21</td> </tr> <tr> <td>2</td> <td>Chaitanya Ramalingegowda</td> <td>31180908</td> <td>9.98</td> <td>26728723</td> <td>8.18</td> </tr> </tbody> </table>

<ul><li>The company business and results of operations are significantly dependent on its "Wakefit" brand, under which the company offer a wide range of products, including mattresses, furniture, and furnishings, and any impairment, dilution or damage to the company brand in any manner may adversely affect its business reputation, results of operations, financial condition and cash flows.</li><li>Its derive a significant portion of the company revenue from its mattress product category. the company revenue from the sale of mattresses accounted for 60.65%, 61.35%, 57.54% and 63.50%, of its revenue from operations in six months period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. Any shifts in consumer preferences, any disruption in the supply chain, or heightened competition could adversely affect its business, results of operations, financial condition and cash flows.</li><li>A significant portion of Its revenues is derived from the sale of products through the company own channels. its sales from the company own channels (i.e., website and COCO - Regular Stores) accounted for 64.91%, 56.97%, 58.30% and 57.50%, of its revenue from operations in six months period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. Any disruption to the company website, whether due to technical issues, cyber-attacks, or changes in consumer behavior or any disruption to the operations of the company stores or limitations on its ability to expand and grow these stores may adversely affect the company sales, business, results of operations, financial condition and cash flows.</li><li>The company has incurred losses in the past and its may continue to incur losses in the future.</li><li>The Company, Directors, Promoters, Key Managerial Personnel and Senior Management are and may be involved in certain legal and regulatory proceedings. Any adverse decision in such proceedings may has an adverse effect on its business, financial condition, cash flows and results of operations.</li><li>The company has experienced negative cash flows from operating activities in Fiscal 2023. its may continue to has negative cash flows in the future.</li><li>Its rely on third party logistics service providers to transport the company products, and any disruption in its transportation arrangements or increases in transportation costs may adversely affect the company business, results of operations, financial condition and cash flows.</li><li>Failure to obtain or renew approvals, licenses, registrations and permits to operate the company business in a timely manner, or at all, may adversely affect its business, financial condition, results of operations and cash flows.</li><li>If Its fail to protect or incur significant costs in defending the company intellectual property or if its infringe the intellectual property rights of others, the company business, results of operation, financial condition and cash flows could be adversely affected.</li><li>Its does not has long term agreements with suppliers for the company raw materials and an increase in the cost of or a shortfall in the availability of such raw materials could has an adverse effect on its business, results of operations, financial condition and cash flows.</li><li>The company reliant on its relationships with online marketplaces. Any technological disruptions to such online marketplaces, increase in the cost of their services or their heightened focus on promoting private label brands could adversely affect its business, results of operations, financial condition and cash flows.</li><li>The company inability to effectively manage its growth or implement the company growth strategies may has an adverse effect on its business, results of operations, financial condition and cash flows.</li><li>The Company did not has an internal audit system in place in Fiscal 2024 and its may therefore be subject to penalties for such past non-compliance.</li><li>The company Statutory Auditors has included remarks in the auditors' report issued on the audited financial statements for Fiscals 2025, 2024 and 2023 which does not require any corrective adjustments in the Restated Financial Information. its cannot assure you that any similar remarks will not form part of the company financial statements for the future fiscal periods, which could has an adverse effect on its reputation, the trading price of the Equity Shares, results of operations, cash flows and financial condition.</li><li>The company business is manpower intensive. its business may be adversely affected by work stoppages, strikes, lockouts, increased wage demands by the company employees, or an increase in minimum wages, and if its unable to engage new employees at commercially attractive terms.</li><li>Its inability to accurately manage inventory and forecast demand for the company products may has an adverse effect on our business, results of operations, financial condition and cash flows.</li><li>If Its fail to develop and launch new products in response to changes in market demands, trends, spending patterns and customer preferences in a timely and effective manner, its business, results of operations, cash flows, and financial condition may be adversely affected.</li><li>Its business is dependent on the company manufacturing facilities and its subject to certain risks in the company manufacturing processes. Any unscheduled, unplanned or prolonged disruption of its manufacturing operations could materially and adversely affect the company business, financial condition, cash flows and results of operations.</li><li>The home and furnishings industry is competitive and its inability to compete effectively may adversely affect the company business, results of operations, financial condition and cash flows.</li><li>One of the company Shareholders, Elevation Capital VIII Limited, is yet to receive certain number of Equity Shares to which they are entitled.</li><li>Any failure in its quality control processes or if the quality of the company products does not meet our customers' expectations, could has an adverse effect on its business, results of operations, financial condition and cash flows.</li><li>Its business requires working capital. Any failure in arranging adequate working capital for the company operations may adversely affect its business, results of operations, cash flows and financial condition.</li><li>Sales of the company products are affected by seasonality, particularly during the festive season during which its sales are comparatively higher, which could result in fluctuations in its operating results.</li><li>The company has been certain instances of delays in payment of statutory dues by it in the past. Any delay in payment of statutory dues by it in future, may result in the imposition of penalties and in turn may has an adverse effect on its business, financial condition, results of operation and cash flows.</li><li>The company provide product warranties and, if its product warranty obligations are significantly in excess of the company warranty provisions, its business, financial condition and results of operations could be adversely affected.</li><li>The company proposed expansion plans relating to the opening of new COCO - Regular Stores and two COCO - Jumbo Store are subject to the risk of unanticipated delays in implementation and cost overruns.</li><li>The company has incurred indebtedness and an inability to obtain further financing or to comply with repayment and other covenants in its financing agreements could adversely affect the company business, results of operations, financial condition and cash flows.</li><li>The company has capital expenditure requirements and may require financing in the future and its operations could be curtailed if the company unable to obtain the required financing when needed.</li><li>The company may incur uninsured losses or losses in excess of its insurance coverage which could has an adverse impact on its business, results of operations, financial condition and cash flows.</li><li>The company has never operated COCO - Jumbo Stores in the past. its lack of experience in operating such stores may impact the company business, results of operations, financial condition and cash flows.</li><li>The company change in strategy to open smaller sized COCO - Regular Stores in the future may has an adverse impact on its business, results of operations, financial condition and cash flows.</li><li>Its may grow inorganically through strategic acquisitions. If its fail to integrate or manage acquired companies or businesses efficiently, or if the acquired companies or businesses are difficult to integrate, the company business, results of operations, financial conditions and cash flows may be adversely affected.</li><li>The company engage in foreign currency transactions and fluctuations in the exchange rate between the rupee and other currencies may adversely affect its operating results.</li><li>The company funding requirement and the proposed deployment of Net Proceeds has not been appraised by any bank or financial institution or any other independent agency. the company Management will has broad discretion over the use of the Net Proceeds.</li><li>Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>The company exposed to consumer complaints and its failure to address these complaints in a timely manner could lead to litigation, which may adversely affect its business, results of operations, financial condition, and cash flows.</li><li>The company operations are dependent on its ability to attract and retain qualified personnel, including the company Key Managerial Personnel and Senior Management and any inability on its part to does so, could adversely affect its business, results of operations, financial condition and cash flows.</li><li>Any failure of the company information technology systems and tools could adversely affect its business, results of operations, financial conditions and cash flows.</li><li>Under-utilization of the company manufacturing capacities over extended periods, or significant under utilization in the short term could increase the company cost of production and its operating costs and adversely impact the company business, growth prospects and future financial performance.</li><li>The premises of all of COCO - Regular Stores are leased, sub-leased or are on leave and license basis. If its fail to renew these leases and leave and license agreements on competitive terms or if its unable to manage the company rental costs, its business, results of operations, financial condition and cash flows would be adversely affected.</li><li>The company Registered and Corporate Office and manufacturing facilities are not located on land owned by it and the company has only leasehold rights. In the event its lose or are unable to renew such leasehold rights, the company business, results of operations, financial condition and cash flows may be adversely affected.</li><li>After the completion of the Offer, its Promoters will continue to collectively hold significant shareholding in the Company, which will allow them to influence the outcome of matters requiring shareholder approval.</li><li>The company has certain contingent liabilities that has been disclosed in the Restated Financial Information (? 80.81 million as of September 30, 2025), which if they materialize, may adversely affect its business, results of operations, financial condition and cash flows.</li><li>The company Promoters may has interests in the Company and are therefore interested in the Company's performance in addition to their remuneration and reimbursement of expenses.</li><li>Information relating to the company installed capacity and the historical capacity utilization of the company products included in this Red Herring Prospectus is based on various assumptions and estimates and future production and capacity utilization may vary.</li><li>The company will not receive any proceeds from the Offer for Sale.</li><li>Certain sections of this Red Herring Prospectus disclose information from the Red seer Report which is a paid report and commissioned and paid for by it exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.</li><li>Internal or external fraud or misconduct by the company employees could adversely affect its reputation and the company results of operations.</li><li>Failures in internal control systems could cause operational errors which may has an adverse effect on its reputation, business, results of operations, financial condition and cash flows.</li><li>The company has included in this Red Herring Prospectus certain non-GAAP financial measures and certain other industry measures related to its operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the industry, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies.</li><li>The company has in the last 12 months, issued Equity Shares at a price that could be higher/lower than the Offer Price.</li><li>The company yet to receive approval from the RBI in relation to the FC-GPR filed under applicable law for the Pre-IPO Placement and there is a possibility that its may be subject to regulatory proceedings or actions including penalty in the future, in case of any delay.</li><li>The Company may not be able to pay dividends in the future. its ability to pay dividends in the future will depend upon the company future earnings, financial condition, profit after tax available for distribution, cash flows, working capital requirements and capital expenditure and the terms of the company financing arrangements.</li></ul>

The Issue type of Wakefit Innovations Ltd is Book Building.

The minimum application for shares of Wakefit Innovations Ltd is 76.

The total shares issue of Wakefit Innovations Ltd is 66096867.

Initial public offering of 66,096,866 equity shares of face value of Re.1/- each ("equity shares") of Wakefit Innovations Limited ( "company") for cash at a price of Rs.195.00 per equity share (including a share premium of Rs.194.00 per equity share) ("offer price") aggregating to Rs.1288.89 crores comprising a fresh issue of 19,342,461 equity shares of face value of Re.1/- each aggregating to Rs. 377.18 crores by the company ("fresh issue") and an offer for sale of 46,754,405 equity shares of face value of Re.1/- each aggregating to Rs.911.71 crores by the selling shareholders, consisting of 7,729,488, equity shares of face value of Re.1/- each aggregating Rs.150.73 crores by Ankit Garg, 4,452,185 equity shares of face value of Re.1/- each aggregating to Rs.86.82 crores by Chaitanya Ramalingegowda (collectively "the promoter selling shareholders"), 899,205 equity shares aggregating to Rs.17.53 crores by Nitika Goel, 20,374,774 equity shares aggregating to Rs.397.31 crores by Peak XV Partners Investments VI, 138,047 equity shares aggregating to Rs.2.69 crores by redwood trust, 10,193,506 equity shares aggregating to Rs.198.77 crores by Verlinvest S.A., 413,150 equity shares aggregating to Rs.8.06 crores by Sai Global India Fund i, LLP, and 2,554,050 equity shares aggregating to Rs.49.80 crores by Paramark KB Fund I (collectively the "other selling shareholders") (the promoter selling shareholders and the other selling shareholders, collectively reffered to as the "selling shareholders" and such equity shares so offered by the selling shareholders, the "offered shares" and such offer, the "offer for sale" and together with the fresh issue, the "offer". The company, in consultation with the book running lead managers, undertook a private placement of 2,871,794 equity shares at an issue price of Rs.195.00 per equity share of face value of Re.1/- (including a premium of Rs.194.00 per equity share of face value of Re.1 each) aggregating to Rs.56.00 crores. The size of the fresh issue has been adjusted to Rs.377.18 crores . The company had intimated the subscribers to the pre-ipo placement that the company is contemplating the offer and that there is no guarantee that the company may proceed with the offer, or that the offer may be successful and will result into listing of the equity shares on the stock exchanges, and the investment was done solely at their own risk.