R.K. Fashion Accessories Limited

This section provides a general summary of the terms related to the Offer document, noting that it is not exhaustive and should be read in conjunction with detailed information found elsewhere in the prospectus. It details the company's history, the primary industry context, the structure of the equity offer, the intended use of the net proceeds, and the aggregate shareholding structure of the promoters, promoter group, and public before and after the offer.

This section details various aspects related to the company's legal and financial standing, including litigation, related party transactions, and recent equity issuance. It summarizes outstanding demands, related party transactions over the last three years, and details of equity share allotments for consideration. The document also confirms that no pre-IPO placements or splits/consolidations of equity shares have been undertaken recently.

The section discusses the resilience of the global economy despite trade tensions and policy uncertainty, noting that supportive factors are fading and growth is expected to moderate. It details various projections for global growth, inflation, and monetary policy across different regions. Specifically, it forecasts a slowdown in global activity, with trade growth expected to decelerate in certain years, while inflation is expected to cool across various regions. Monetary policy is anticipated to move towards neutrality as inflation trends soften.

The provided text discusses various macroeconomic forecasts, developments in the Indian economy, and trends within the global jewelry market. It covers projections for various central banks' interest rate changes, India's strong economic momentum, FDI inflows, and the expansion of the manufacturing sector. Furthermore, it details shifts in consumer behavior regarding sustainability and the evolving dynamics of the jewelry industry.

The provided text discusses various aspects of the jewelry market, covering both global and Indian segments. It details market size projections, consumer trends, market segmentation, and distribution channels. For the global artificial jewellery market, key findings include market size, growth projections, market drivers, restraints, and regional leadership. The Indian jewellery industry is highlighted as culturally significant, with structural shifts between organized and unorganized retail, and trends in digital transformation and the emergence of lab-grown diamonds. Furthermore, the silver market in India is noted for its dynamic aspects, including import trends and investment demand.

The company operates in the imitation jewelry sector, focusing on the manufacturing and wholesale distribution of costume jewelry, alongside the trading of branded cosmetics. The company produces handcrafted jewelry that blends traditional designs with modern styles and distributes these products through various wholesale channels and direct sales to different market segments. The business model is diversified across the fashion and personal care sectors.

The company focuses on catering to the B2C segment by expanding its retail presence in Kolkata through a newly constructed property. The business involves procuring cosmetics in bulk and distributing them to other sellers, sourcing products from participants in the cosmetics industry without incurring product development or testing costs. The company also deals in artificial jewellery, which is sold through a Shop-in-Shop (SIS) model, and contract manufacturing of jewellery, which is gold plated. The business operates within the fashion jewellery sector in Kolkata, encompassing roles like dealer, retailer, and distributor of imitation jewellery, alongside trading cosmetics.

The company offers a diverse range of fashion jewellery catering to various design preferences, including traditional and contemporary styles suitable for different occasions. The product portfolio spans jewellery for special events like weddings, daily-wear items, and caters to a wide range of price points. The products include handmade Indian ethnic pieces alongside modern urban designs, targeting different age groups, genders, and budget segments. The company has sub-brands to address specific customer niches, such as one for wedding and daily wear jewellery and another for artificial diamonds.

The company develops jewellery designs based on market insights gathered through extensive research, data analytics, and customer feedback to align with market trends and regional variations. The company relies on contract manufacturers for the design development of jewellery mountings, and subsequently, for the fabrication of the final products. The company follows a contract manufacturing model where third-party fabricators source the base metals, and the company procures the finished jewellery mountings from them. The company has transitioned to a two-stage procurement model, directly sourcing high-value inputs like gold, while base materials are still sourced by contract manufacturers. The company manufactures products through a network of artisans and implements stringent quality control procedures for the inventory produced by contract manufacturers.

The company deals with various segments, including boutique owners, local retailers, and export merchants. The brand 'Manikya Jewellery' utilizes a multi-platform e-commerce strategy across various online channels and its official website to reach a diverse customer base. The company has established corporate partnerships through Shop-in-Shop (SIS) formats within national retail chains to ensure a widespread retail footprint. Furthermore, the company manages a comprehensive business process covering everything from order intake to final delivery, involving in-house design, quality checks, and product packaging. The company also maintains a consistent pattern of revenue growth, supported by a diverse product portfolio and pricing flexibility.

The company's operations involve various stages from product manufacturing to final dispatch, including quality checks and standardized packaging. Dispatch methods differ based on the order type, utilizing either logistics partners for wholesale bulk shipments or courier services for online orders. Payment terms are structured differently depending on the client type, ranging from immediate payment for retail orders to extended credit facilities for long-term clients. The company maintains customer relations through dedicated support teams and defined response frameworks for handling inquiries and complaints. Furthermore, the company engages in various marketing strategies, including digital marketing, influencer collaborations, and participation in trade fairs to build brand visibility.

This section details various operational and administrative aspects of the company, including the history of its office premises, infrastructure, human resources, and market competition. It mentions the destruction of original documents due to a fire and clarifies the relationship between the company and its promoters. The text also covers details on utilities, employee management, safety measures, transportation logistics, and the competitive landscape within the industry.

The issuer's business operations are subject to various central and state legislations, including taxation statutes like the I.T. Act, GST, and various Labour laws. The company must comply with regulations concerning the Micro, Small and Medium Enterprises Development Act, the Digital Personal Data Protection Act, the Consumer Protection Act, and e-commerce rules. Furthermore, compliance is required regarding legal metrology standards, trade licensing from municipal corporations, and customs regulations for import/export activities. Employment and labour laws, such as the Sexual Harassment of Women at Workplace Act, Child Labour Prohibition Act, and various codes on wages and industrial relations, also apply to the company's operations.

This section primarily details the consolidation and framework provided by the Social Security Code, which replaces nine central enactments related to various aspects of employee welfare and social security. The Code covers areas such as provident funds, pension, insurance, maternity benefits, gratuity, and social security for unorganized workers, gig workers, and platform workers. Furthermore, the Code allows for electronic registration, technology-enabled record-keeping, and grants governments the power to extend these schemes to additional classes of establishments and workers. The text also lists various other laws applicable to the company, including intellectual property legislation, foreign investment laws, and general laws governing companies, contracts, and various procedural and evidence laws.

The company was incorporated in March 2010 as a Private Limited Company. It underwent several name and conversion changes over the years, including a name change in 2011 and a conversion to a Public Limited Company in 2026. Various amendments to the Memorandum of Association regarding capital structure and object clauses were made through extra ordinary general meetings between 2010 and 2025. A significant corporate event involved a merger with another entity in 2024. The company's registered office has undergone changes, and as of the filing date, it does not have any strategic partners, subsidiaries, associates, or joint ventures.

This section details various corporate matters, including facility locations, asset revaluations, collaboration agreements, and legal agreements. It notes that the company has not revalued its assets since incorporation and has not entered into collaborations to expand its market reach. A significant corporate event mentioned is a merger with Valuable Vintrade Private Limited and Variety Fashion Accessories Private Limited, which was passed by the NCLT, Kolkata Bench on November 21, 2023. Furthermore, the company has not divested any business since its inception and has not been involved in labour disputes or injunctions. Finally, it states that there have been no material changes in the company's activities since incorporation.

This document pertains to a Book Built Issue of Equity Shares for R.K. Fashion Accessories Limited. The company's details, including its registered office address, CIN, and history, are provided. The offer is structured through a Book Building Process under relevant SEBI regulations, with details on the offer structure and procedures outlined. The document also details various definitions and provisions related to the securities and the offer process.

The provided text details various aspects of the company's structure, including its statutory auditors, board, key managerial personnel, and corporate identification. It mentions that the Statutory Auditor is M/s Murarka & Associates, Chartered Accountants, Kolkata, and holds a valid Peer Review Certificate. The Board of Directors is referred to as the Board of Directors of R.K. Fashion Accessories Limited. The company's Corporate Identification Number (CIN) is provided, and the Bankers to the Company are Kotak Mahindra Bank Limited.

The process involves various parties and procedures for the offer, including the role of a Book Running Lead Manager, the method of book building, and details on how bids are accepted. The process specifies different types of bidders, such as QIBs, Non-Institutional Investors, and various investor categories. It outlines important terms like the Cap Price, Floor Price, and the process for transferring funds through escrow accounts.

The document discusses various terms related to the offer process, including definitions for different types of offers, investors, and procedural aspects. It specifies that Offer for Sale is not applicable under the terms of the Draft Red Herring Prospectus. Key aspects covered include the determination of the Offer Price, the price band, the process for deciding the price, and the various accounts and agreements involved in the public offer.

This section lists various acronyms and abbreviations related to corporate governance, financial reporting, regulatory bodies, and industry-specific terms. It includes references to various acts, boards, commissions, and standards from different sectors. The list covers topics such as stock exchanges, accounting standards, foreign exchange regulations, and various industry-related concepts.

This section outlines conventions for the use of certain terms and data within the Red Herring Prospectus, specifying that terms defined in various chapters must be referenced according to their respective sections. It defines conventions regarding the use of geographical terms like 'India' and 'U.S.', and clarifies that certain terms refer to R.K. Fashion Accessories Limited. The document also details conventions for time and currency, including the use of Indian Standard Time (IST) and various currency conversions. Furthermore, it discusses the sources of industry and market data, noting that while believed reliable, their accuracy is not guaranteed, and investors should exercise caution regarding investment decisions based solely on such information.

This section discusses various risks that could affect the business, including changes in laws, competition, political conditions, economic factors, and market performance. It cautions that certain market risk disclosures are estimates and actual gains or losses may differ from estimates. Furthermore, it clarifies that forward-looking statements reflect current views and are not a guarantee of future performance. It also states that neither the company, promoters, directors, or the Book Running Lead Manager have an obligation to revise statements after the filing date.

This section outlines the structure of the equity share offer, detailing various portions of the offer categorized by investor type. The offer involves different allocations for Market Makers, Qualified Institutional Buyers (QIBs), Non-Institutional Investors, and Individual Investors. Specific rules govern the allocation, including minimum requirements for certain investor categories and provisions for spill-over allocations. The offer is conducted under SEBI (ICDR) Regulations, 2018, and the allocation process involves consultation with Book Running Lead Managers.

This section provides general information regarding the company's incorporation history, including changes in its name and conversion from a Private to a Public Limited Company. It details various corporate identification numbers, registered office addresses, and the addresses for the Registrar of Companies. Furthermore, it specifies the designated stock exchange platform and the offer period for the securities. The text also outlines procedures for investor grievances and lists the key intermediaries involved in the offer process.

The document details various aspects related to the public offer process, including the appointment of various parties and regulatory filings. Affinity Global Capital Market Private Limited is identified as the sole Book Running Lead Manager responsible for coordination. The filing process involves uploading an Issue Summary Document (ISD) on the NSE exchange portal, and a copy of the Prospectus will be filed online through the SEBI Intermediary Portal with the Registrar of Companies. Furthermore, the company undertakes to submit draft prospectuses to a specific email ID and provide documents to the MCA portal prior to the offer opening date.

The document outlines various restrictions on bid withdrawals and clarifies the process for managing the offer, including the appointment of a Book Running Lead Manager (BRLM) to procure bids. It details the timing for various stages of the bid/offer program, such as opening, closing, and fund initiation. Furthermore, it discusses the underwriting agreement, confirming that the offer is 100% underwritten, and specifies the market making arrangement with a nominated market maker.

This section details the regulatory framework governing the Market Making Arrangement, outlining obligations for the Market Maker concerning the trading of equity shares. The Market Maker is required to adhere to various regulations from SEBI and NSE, including providing two-way quotes for a specified duration. Key details include minimum quote depth requirements, lot size restrictions, and procedures for handling inventory and market access. The arrangement is subject to various thresholds and conditions related to the Offer Size and the inventory held by the Market Maker.

This section details the capital structure of the company, including the authorized, issued, and paid-up equity share capital as of the date of filing. It outlines various components of the present offer, including fresh offers, market maker reservations, and net offers to the public. Furthermore, the text provides a history of paid-up equity share capital, detailing numerous allotments, issues, and changes, including those resulting from mergers and other corporate actions.

This section details various historical issuances and transactions of equity shares, including initial subscriptions, right issues, private placements, and subsequent allotments. It also covers a significant bonus issue and the conversion of a loan into equity shares. Furthermore, the document clarifies that no equity shares were issued for consideration other than cash since incorporation and that no revaluation reserves have been capitalized for issuing equity shares. The section also addresses various compliance points regarding share issuance and the status of the company's shareholding pattern.

The table summarizes the shareholding pattern of the company across different categories, including Promoters, Public, and Non-Promoters. The promoters collectively hold a significant portion of the equity, representing roughly 99.61% of the pre-issued, subscribed, and paid-up equity share capital. The data details various transactions, including allotments, transfers, right issues, and gift transactions over several years. A significant portion of the promoter holdings was noted as being in dematerialized form, and the document mentions that no equity shares held by the promoters were pledged or otherwise encumbered.

The section details various transactions involving equity shares, including transfers, gift transactions, and bonus issues across different dates. It also outlines regulations regarding the locking-in of promoter contributions and the transferability of locked-in shares. Specific rules are provided concerning what is and is not included in the Minimum Promoters' Contribution and conditions under which pledged shares can be used as collateral.

This section details the shareholding structure of the company's promoters and promoter group, including various shareholding percentages as of different points in time. It also includes disclaimers regarding convertible instruments, the lack of recent share transactions by promoters, and assurances about the company's capital structure stability. Furthermore, it confirms that no equity shares held by promoters or the promoter group are subject to pledge or lock-in arrangements.

This section outlines various procedural and disclosure stipulations related to the offer, including lock-in periods, allotment procedures, and restrictions on certain investors. It specifies that a lock-in period may be increased to ensure 20% of the post-offer paid-up capital is locked in. Furthermore, it details rules regarding over-subscription, the nature of the offer (Book Building Method), and restrictions on who can apply, such as certain entities or persons related to the promoter. The document also confirms that the offer represents at least 25% of the post-offer paid-up equity share capital and details reporting requirements for transactions.

The offer involves a fresh issue of 42,67,200 Equity Shares, with the net proceeds proposed for various purposes. These proposed uses include meeting working capital requirements, financing the establishment of new facilities such as plating units and showrooms, covering inventory costs, and general corporate purposes. The company intends to use the net offer proceeds to fund these activities and achieve the benefits of listing on the NSE Emerge platform.

The company employs a strategy of stocking finished goods at current cost levels to mitigate risks from material cost escalations during the production cycle, which is consistent with industry practices. The analysis details various holding periods for different inventory components, including raw materials, trading goods, work-in-progress (WIP), and finished goods, projecting changes over the next few years. The company plans to utilize funds from the IPO to improve working capital management and accelerate payments to suppliers. Furthermore, the company intends to use fresh issue proceeds to establish a new plating facility in Kolkata.

The section details various working capital requirements, including short-term loans, other current assets, other current liabilities, and provisions for taxation. Short-term loans and advances are expected to increase significantly in future financial years due to advances for raw materials and taxes. Other current liabilities are also projected to rise, primarily due to increased creditor liabilities for expenses. Short-term provisions for taxation are expected to increase due to higher profits. The text further justifies the need for increased working capital, linking it to inventory maintenance, trade receivables management, and funding for business expansion initiatives such as new showroom operations.

The company plans to utilize ₹2,225.37 lakhs from the net proceeds to fund various capital expenditure requirements. These funds are earmarked for setting up a new plating facility, establishing new showrooms, and purchasing necessary machinery and inventory. The proposed deployment of funds includes civil and structural work for the plating facility, the purchase of new showrooms, and the procurement of inventory to support the expanded B2C operations. The investment aims to enhance operational capabilities, improve product quality through new technology, and strengthen the company's market presence.

The provided text details various stages for obtaining government approvals and licenses for a new plating facility, including trade licenses, professional tax enrollment, factory registration, and various consents. It also outlines the estimated cost breakdown for civil and structural works for the plating facility, which includes preliminary, earthwork, foundation, superstructure, and finishing works. Furthermore, the text specifies the cost estimation for plant and machinery, which is subject to realization of funds from the IPO proceeds. There is also a breakdown of capital expenditure for showroom development, including costs for various floors and inventory, and details on the average inventory maintained at existing B2B and B2C stores.

The document details the required inventory for establishing new showrooms, including a B2B wholesale showroom and a B2C retail showroom. The proposed utilization of proceeds includes funding for initial opening inventory for these new locations, which is classified as capital expenditure. Once the locations become operational, routine inventory replenishment will be covered by operating cash flows and working capital. Furthermore, the document outlines flexibility in using the balance of the net proceeds for general corporate purposes, subject to Board approval and regulatory limits.

The section details various aspects related to the offer, including the breakdown of estimated offer expenses and the structure for commission and brokerage payments. It clarifies that the amount allotted is determined by the number of equity shares and the issue price. Furthermore, it outlines conditions regarding the appraisal of fund requirements, the sources for shortfall in funds, and the provisions for monitoring the utilization of the proceeds.

This section details various financial metrics and comparisons related to the company's performance and the process of issuing new equity shares. It includes Net Asset Value (NAV) per equity share for different periods, a comparison of accounting ratios with industry peers, and definitions for Key Performance Indicators (KPIs). The text also outlines the methodology for determining the Issue Price, including the use of weighted average cost of acquisition for both primary and secondary transactions.

This section primarily discusses the determination of the cap price for equity shares and directs investors to other parts of the document for further information. It also includes a statement regarding special tax benefits available to the company and its shareholders under various provisions of the Income-tax Act, 2025. The text details various provisions concerning corporate tax rates, deductions, and taxation of dividends and capital gains.

This section details various tax implications related to share buy-backs and transactions, primarily concerning direct tax laws. It outlines different tax treatments for payments received by shareholders for share buy-backs depending on the timing of the transaction relative to specific dates. Furthermore, it discusses provisions related to capital gains and loss set-offs for such transactions. The text also covers special tax benefits available to the company under various Indirect Tax Laws, such as GST and Customs laws, for export activities.

This section of the report details the scope of the independent auditor's examination of the Restated Financial Statements, Significant Accounting Policies, and related financial information for R. K Fashion Accessories Limited. The examination covered financial statements for the period ended June 30th, 2026, and financial years ending March 31st, 2026, 2025, and 2024. The statements were prepared by the Company and approved by the Board of Directors, with adjustments and regroupings made as deemed appropriate. The report confirms that the financial information was prepared in accordance with various regulatory requirements and guidance notes.

This section details accounting policies related to various aspects of the financial statements, including accounting for taxes, intangible assets, provisions, and related party transactions. It outlines the recognition criteria for deferred tax liabilities and assets, the treatment of Minimum Alternate Tax (MAT) credit, impairment testing for assets, and the recognition of provisions based on past events or probable future outflows. Furthermore, it specifies how tax expense is comprised of current and deferred tax, and how basic and diluted earnings per share are calculated.

This section presents financial data across several periods, detailing key performance indicators from the Profit & Loss, Balance Sheet, and Cash Flow statements. The data includes figures for revenue, EBITDA, margins, profitability ratios like ROE and ROCE, liquidity metrics such as net working capital days, and leverage indicators like total borrowings and net debt.

This section presents key financial figures for the company across various periods, including Profit & Loss, Balance Sheet, and Cash Flow statements. The data includes metrics such as revenue, EBITDA, margins, return on equity, and debt levels. The figures are presented across several distinct periods, which are detailed below.

This section presents key financial figures for the company across various periods, including Profit & Loss, Balance Sheet, and Cash Flow statements. The data includes metrics such as revenue, EBITDA, margins, return on equity, and debt levels. The figures are presented across several distinct periods, which are detailed below.

This section presents various financial ratios for R. K. Fashion Accessories Limited across different periods, including a stub period and several reporting periods. The data includes Net Worth, Profit after tax, weighted average number of equity shares, earnings per share, return on net worth, net asset value per equity share, and EBITDA. Notes clarify the calculation methodologies used for earnings per share, return on net worth, net asset value per equity share, and weighted average number of equity shares, stating that figures are based on restated financial information.

This section provides introductory and contextual information regarding the financial statements, including references to related party transactions and the basis for the financial data presented. It details the company's history, including its incorporation and conversion to a public limited company, and describes its business operations in the imitation jewellery and cosmetics sectors. The text also outlines the structure of the financial reporting and introduces Key Performance Indicators (KPIs) used to analyze the company's performance.

This section provides definitions for various Key Performance Indicators (KPIs) used by the company to track operating results and compare performance across industries. It also details significant developments since the last audited balance sheet, stating no material adverse effects on profitability or asset value within the next twelve months. Furthermore, the text lists numerous factors that could affect the business, including economic conditions, supply disruptions, regulatory changes, and dependency on customers and suppliers.

This section details the financial performance of the company, covering various line items for different fiscal years and a stub period ending June 2026. Revenue from operations showed a trend of increasing focus on the jewellery segment, with its contribution rising significantly over the years. The revenue from imitation jewellery segment grew from 67.42% in FY23-24 to 81.88% in FY25-26. The revenue breakdown shows a high concentration in West Bengal sales.

This section details various financial metrics for a stub period ending June 30, 2026, and for the financial years 2025-26 and 2024-25. Key expenses include costs of raw materials, employee benefits, finance costs, and depreciation. The company reported a Restated Profit before Exceptional Items, Extraordinary Items, and Tax of ₹247.62 lakhs and a Profit after Tax of ₹188.86 lakhs, showing an improvement in the Profit After Tax margin compared to the previous fiscal year. Revenue from operations showed a significant increase, driven by a shift towards a higher-growth core segment and increased customer acquisition.

The financial performance showed significant improvements between FY2025 and FY2026, marked by increased profitability and operational efficiency. Operational expenses rose due to separate plating charges for fashion jewellery, which accounted for a large portion of the increase. Despite this, profit before tax saw a substantial jump, and the Profit After Tax (PAT) increased dramatically, driven by strong revenue growth and better cost control. The company also implemented strategic pricing revisions in response to market conditions and managed inventory and procurement efficiently.

The financial statements show several year-over-year changes in various expense and income components. Employee benefit expenses decreased, finance costs also saw a reduction, and depreciation expenses declined. Total income showed an increase, leading to a significant rise in net profit after tax and the profit after tax margin. The company managed to restrict certain expenses below in FY2025 compared to FY2024, partly due to operational transitions and cost savings in certain areas. Furthermore, the purchase of stock-in-trade showed a decline, reflecting a shift in the operational focus.

The company showed an increase in total income from ₹1,445.74 lakhs in FY2024 to ₹1,782.25 lakhs in FY2025, with operating revenue contributing a larger share of the total income in FY2025 compared to FY2024. Revenue from wholesale channels also grew, increasing its proportion of total revenue from operations. The company has sufficient funds from operations and debt financing to meet its capital requirements for the next 12 months. The company operates in the fashion jewellery, branded cosmetics, and hotel rental sectors, and its business is not dependent on seasonality. The company faces competition from existing and potential competitors.

This section presents a capitalization statement for R. K. Fashion Accessories Limited, detailing the pre- and post-issue figures for various components of the financial structure as of June 30, 2026. The statement includes figures for long-term debt, short-term debt, total debt, total equity, and total capitalization. Key ratios such as the Long Term Debt/ Equity Ratio and Total Debt/Equity Ratio are provided.

The financial indebtedness section details the company's borrowings as of June 30, 2026. The total outstanding borrowings were ₹306.40 Lakhs, which includes interest-free loans taken from the promoter disclosed under related party transactions. The section provides a summary of secured and unsecured borrowings, including details on Term Loans, Working Capital, and Loans from Related Parties.

Investors should be aware that the company operates within a legal and regulatory environment in India which may differ from other countries. The company's revenue is heavily concentrated in certain Eastern Indian states, posing a risk to its profitability due to potential adverse events in these regions. Furthermore, the business is dependent on a limited number of key customers, and the loss of these customers could negatively impact sales and cash flow. The manufacturing process relies on contract manufacturers, which introduces risks related to their operations and potential competition. Finally, the company faces challenges in securing sufficient working capital to meet its operational demands.

The analysis of the risk factors reveals several areas of concern related to financial stability, operational dependencies, and credit exposure. The company faces negative cash flows from operating, investing, and financing activities, which could impact growth and business operations. There are specific risks concerning working capital management, supplier dependencies, and credit risks from retail partners. Furthermore, the company's ability to generate expected improvements from new capital investments is not guaranteed.

The document outlines several key risks across various aspects of the business. Risks include potential financial instability due to payment defaults, exposure to labor disputes and wage increases, volatility in raw material prices, and challenges related to acquiring new property. Furthermore, the company faces risks associated with the execution of property acquisition agreements, the dependency on anticipated market demand for sales, the inferior quality of raw materials from contract manufacturers, and the inadequacy of insurance coverage against various hazards. Finally, the reliance on e-commerce platforms introduces risks related to platform disruptions and fee changes.

The company faces several risks related to its e-commerce operations, including potential disruptions from technical failures or changes in platform policies, as well as increased operating expenses due to platform fees. There is also a risk concerning the collection of receivables, as delays or defaults could strain working capital and liquidity. Furthermore, the company is exposed to risks from outstanding litigation, potential pricing pressure from the highly competitive jewellery industry, and past or ongoing related party transactions.

The document outlines several risks related to related party transactions, where there is no assurance that they were conducted on an arm's length basis and that they will not adversely affect the company's financial condition. The company's reliance on a Shop-in-Shop (SIS) model exposes its revenue to fluctuations in the performance and marketing efforts of retail partners, as well as direct competition from rivals. Furthermore, the company faces risks related to the quality of its products impacting brand image, and the dependence on key personnel for business operations and growth. Finally, there are concerns regarding contingent liabilities and the inability to obtain necessary licenses and permits from regulatory authorities.

The document outlines numerous requirements for licenses, registrations, and permissions needed before commencing business operations, which may involve onerous conditions from various state and central government departments. There is a risk that these required approvals might be delayed, suspended, or revoked due to non-compliance with terms or regulatory actions, which could interrupt operations. Furthermore, the company faces risks related to the transportation and distribution of products, including potential loss or theft during transit. The business is also vulnerable to seasonal demand fluctuations, which can lead to underutilization of production capacity and cash flow constraints. Finally, the company is exposed to competitive pressures within the jewellery industry and risks associated with managing customer expectations and inventory levels.

The risk factors outlined in this section cover various aspects of the company's operations, financial stability, and exposure to external environments. Risks include potential issues with product quality leading to returns and customer dissatisfaction, reliance on third-party logistics providers, non-compliance with labor laws, vulnerability to economic downturns, and challenges in expanding into new geographic regions. Furthermore, there are concerns regarding the lack of intellectual property protection for in-house designs and potential difficulties in obtaining necessary business approvals and managing information technology systems.

The company faces numerous risks stemming from the Indian economic and political landscape, including sensitivity to global economic fluctuations and domestic market volatility. Risks include potential disruptions from civil unrest, adverse changes in government policies, and inflationary pressures that could erode profit margins. Furthermore, there are concerns regarding competition laws, foreign investment restrictions, the reliability of infrastructure, and potential issues with accounting standards convergence. Risks related to the equity shares themselves involve volatility in the trading market and potential limitations on shareholder rights and the ability to sell shares.

The section outlines the absence of outstanding legal and regulatory proceedings against the Company, its Promoters, and Directors, including criminal proceedings, statutory/regulatory actions, and disciplinary actions by SEBI or stock exchanges against the Promoters. It also details various outstanding tax demands, including Income Tax and TDS, against the Company and its Key Managerial Personnel (KMPs). Furthermore, a policy is mentioned for identifying material dues to creditors, which involves amounts exceeding 5% of total trade payables, with a specific threshold set for dues to small-scale undertakings.

The section details outstanding dues owed by the Company as of June 30, 2026, categorized into Micro, Small, and Medium Enterprises, Other Creditors, and Material Creditors. It also confirms that details regarding net outstanding dues towards material creditors are available on the company's website but are not part of the Prospectus. Furthermore, the text lists numerous approvals, including corporate resolutions, stock exchange in-principle approvals, agreements with depository services, and various tax registrations and licenses obtained from different government authorities.

The provided section details various certificates and registrations held by R K Fashion Accessories Limited, categorized into business operations and labour law approvals. These include certificates for Udyam Registration, Importer-Exporter Code (IEC), and several Trade Licences from the Kolkata Municipal Corporation. Furthermore, there are numerous registrations related to employees' provident funds, state insurance, and various shops & establishments registrations under the West Bengal Shops & Establishments Act.

This section details various aspects related to the company's approvals, including trade mark registrations, copyright registrations, and various applications or licenses that have been applied for or are pending. It also outlines approvals obtained for the fresh offer of equity shares and the Red Herring Prospectus itself. Furthermore, it includes confirmations regarding the compliance of the company and its promoters with various securities laws and regulations, including checks against being prohibited from accessing the capital market or being involved with securities market related entities.

The section primarily confirms the company's compliance with various eligibility criteria under the SEBI (ICDR) Regulations, 2018, including details on market making agreements, post-issue paid-up capital limits, track record requirements, and financial performance metrics like net worth, operating profit, and free cash flow to equity. It also includes several disclaimers and confirmations regarding the process of the listing application and the responsibilities of the involved parties.

The section details various legal and regulatory disclaimers, provisions related to the issuance of equity shares, and procedures for investor grievances. It outlines restrictions on where the prospectus can be offered, the process for listing the equity shares on the NSE, and the liability concerning potential fraud under the Companies Act. Furthermore, it specifies consents obtained from various parties and details the mechanism for resolving investor grievances, including timelines for fund unblocking.

The section details various SEBI circulars and guidelines related to the UPI Mechanism, including requirements for nodal officers, SMS alerts, statistical sharing, and limitations on reinitiating UPI bids. It also outlines redressal mechanisms for investor grievances, including timelines for resolution and compensation for various types of delays or issues. Furthermore, it specifies conditions for releasing processing fees to Sponsor Banks and outlines procedures for investor grievance redressal through centralized systems like SCORES and the ODR Portal.

This section primarily outlines the legal framework and conditions under which the equity shares are being offered, referencing various laws and regulations. It details the applicability of different SEBI circulars concerning the UPI mechanism for public issue of equity shares and the subsequent transition to a mandatory phase. Furthermore, it specifies the procedures for the offer, including the ranking of equity shares, the mode of dividend payment, the pricing structure (Floor and Cap Price), and the requirements for bid lots and minimum number of allottees. Finally, it addresses jurisdiction and restrictions related to the sale of equity shares outside of India.

This section details various procedural and legal aspects related to the offer, including pre-offer advertisements, nomination facilities, withdrawal rights, and the timeline for the subscription process. It outlines rules regarding the allotment of equity shares in dematerialized form, the process for handling discrepancies in bid data, and the consequences for the company if the minimum subscription level is not met or if listing approvals are not obtained.

The document outlines various regulatory requirements concerning the Bid/Offer, including minimum subscription levels and bid sizes. It details stipulations for migration from the SME platform to the main board of the NSE, which involves criteria related to paid-up equity capital, cash accruals, listing history, and net worth. Furthermore, it specifies market-making obligations for the equity shares on the NSE EMERGE platform and details the structure of the Initial Public Offer, including various bidder categories and allotment procedures.

This section details various aspects of the offer process governed by SEBI (ICDR) Regulations, 2018, including payment terms, allocation rules, and procedures for bid submission. It outlines how the full bid amount is to be blocked, the allocation of shares to different investor categories, and the rules regarding under-subscription or spill-over between investor portions. The text also specifies timelines for offer withdrawal, the process for bid acceptance, and various SEBI circulars that have introduced changes to payment mechanisms and listing timelines.

The text details various procedural aspects related to the flow of events from the closure of bidding until allotment, including processes for validating electronic bid details, handling mismatches in account numbers, and the implementation of the Unified Payments Interface (UPI) mechanism for public issue of equity shares. It outlines three phases for the UPI mechanism, which aim to reduce the time from public issue closure to listing. Furthermore, the text specifies stringent requirements for investor grievances under the UPI Streamlining Circulars, including the appointment of nodal officers and the timely unblocking of funds for unsuccessful bidders.

This section details various procedural requirements and eligibility criteria for investors in the offer, including the use of different bid forms, timelines for applications, and the list of eligible bidders. It specifies rules regarding the submission of applications through Designated Intermediaries, the required credit balance in bank accounts, and restrictions on who can bid, such as minors or certain foreign nationals. Furthermore, it outlines specific provisions concerning the participation of promoters, syndicate members, and the process for obtaining prior approval from the RBI for certain overseas corporate bodies.

This section details various rules and procedures related to the bidding process for the securities, including minimum application sizes, bid submission rules, and investor eligibility. It outlines requirements for different investor categories such as Individual Investors, Non-Institutional Applicants, and QIBs, including rules on bid withdrawal and margin payments. Furthermore, it specifies procedures for bid revision, the handling of different bid options, and verification processes for submitted forms and accounts.

This section details various restrictions and guidelines concerning who is permitted to bid in the offer, including different categories of investors such as Anchor Investors, QIBs, NRIs, FPIs, SEBI registered entities, HUFs, and Mutual Funds. It outlines specific rules regarding bid multiplicity, ownership limits based on various regulations (like FEMA and SEBI regulations), and requirements for documentation depending on the type of bidder.

This section details various requirements and procedures for different types of bidders in the offer process, including those from Limited Liability Partnerships, banking companies, insurance companies, and various fund types. It outlines documentation requirements, investment limits prescribed by regulatory bodies like the RBI and IRDA, and specific rules for investment exposure. Furthermore, it covers procedures for Application Supported by Blocked Amount (ASBA) bids, the role of Self-Certified Syndicate Banks (SCSBs), and the process for issuing confirmation notes (CAN) for allocated shares.

This section details various procedural and legal aspects related to the issuance process, including limitations on participation by certain parties, the process for building the book of bids, withdrawal of bids, price discovery mechanisms, and the documentation requirements for the offer. It outlines rules concerning the role of Designated Intermediaries, the handling of funds, and the procedures for filing prospectuses and advertisements.

This section primarily outlines various instructions and prohibitions for bidders, covering aspects such as bid submission procedures, required documentation, and technical grounds for rejection. It details rules regarding joint bids, multiple bids, investor grievances, nomination facilities, and specific technical rejections for bids, including issues related to bid amount, submission method, and compliance with various regulations and circulars.

This section details various aspects of the allotment procedure for equity shares, including different categories of bidders such as Individual Investors, Non-Institutional Bidders, QIBs, and Anchor Investors. It outlines rules for grouping bids, determining allotment based on offer price, and provisions for proportionate allotment, especially in cases of oversubscription. Furthermore, it specifies requirements for bid cum application forms, the use of bidder demographic details, and the process for issuing allotment advice and completing the allotment.

This section primarily outlines the timelines for the allotment and listing of equity shares, the procedures for handling refunds, and various legal provisions concerning fraudulent activities and foreign investment restrictions. It details undertakings by the Company regarding the collection of bid forms, timely completion of listing formalities, and the handling of subscription money. Furthermore, it discusses liability for fraud involving certain monetary thresholds and clarifies restrictions on foreign ownership of Indian securities under FEMA and FDI policies.

This section appears to be a transition point within the document, moving from the description of equity shares and articles of association to the subsequent sections. No specific litigation or regulatory proceedings are detailed in the provided text.

The section details several outstanding litigation and regulatory proceedings involving the company and its directors. These include a civil suit, a tax matter, and a regulatory proceeding. The text mentions a specific amount related to one of the disputes.

The section details several ongoing legal and regulatory proceedings involving the company and its related parties. These include civil and tax matters, as well as disciplinary actions. Specific details regarding the parties involved and the nature of the claims are disclosed across the cited pages.

The provided section details several legal and regulatory proceedings involving the company and its related parties. These include a civil suit, a tax matter, and a regulatory proceeding. Specific details regarding the parties involved and the nature of the claims are disclosed across these points.

This section details various material contracts and documents that have been entered into or are planned for entry into by the Company, which will be attached to the various prospectuses filed with regulatory bodies. It also lists numerous material documents, including agreements with various parties, financial statements, and consents from auditors and experts, which are included in the Red Herring Prospectus.

This section primarily contains various declarations and certifications regarding the compliance of relevant laws and regulations, including the Companies Act, 2013, and guidelines issued by the Government of India or SEBI. It also includes a statement allowing for the amendment or modification of contracts mentioned in the Draft/Prospectus without shareholder consent, subject to compliance with applicable laws. Several directors and the Managing Director provided certifications on September 29, 2026, affirming that the statements and disclosures made in the documents were true and correct.

This section primarily consists of declarations by various directors and the Chief Financial Officer certifying compliance with various laws and regulations, including the Companies Act, 2013, and rules/guidelines issued by the Government of India or SEBI. The declarations affirm that the statements and disclosures made in the Draft Red Herring Prospectus/Prospectus are true and correct, and that they do not contradict the provisions of the relevant laws.

The provided section consists entirely of declarations from various individuals (Promoters) certifying compliance with various laws and regulations, including the Companies Act, 2013, and rules/guidelines issued by the Government of India or SEBI. These declarations affirm that the statements, disclosures, and undertakings made in the Draft Red Herring Prospectus are true and correct, and that they comply with the relevant legislation.

The Board of Directors comprises seven members, including one Managing Director, one Whole Time Director (Executive), two Executive Directors, and three Non-Executive & Independent Directors, which includes two women directors. The composition of the Board is in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Key personnel include the Chairman cum Managing Director, the Whole Time Director, and the Director/CEO, each with specific responsibilities and tenure details.

The management section details the oversight responsibilities and various appointments related to the company's directors and key managerial personnel. The section outlines the roles and tenure for several individuals, including a Promoter Director, a Managing Director, and a Chief Executive Officer. It also specifies terms regarding remuneration, perquisites, and the conditions for appointment and retirement by rotation.

The document outlines various terms and conditions related to director remuneration, perquisites, and payments. It details the terms for the CEO, Mr. MD Aurangzeb, including his tenure and remuneration structure. Furthermore, it specifies rules regarding various benefits, such as contributions to provident funds, medical expense reimbursements, and leave entitlements. The text also clarifies the absence of performance-linked bonus plans and contingent compensation for directors, as well as the lack of loans provided by the company to its directors.

The document details the pre and post-issue shareholding of various promoters and public shareholders, including Mohammed Usman and MD Qasim holding significant stakes. It includes confirmations that directors have not been involved in certain regulatory violations, such as being directors of suspended or delisted listed companies, or being identified as willful defaulters. Furthermore, it confirms that directors have not been prohibited from accessing capital markets or debarred by regulatory bodies. The document also outlines various interests directors may have concerning the company, such as in transactions or loans, and confirms the composition and functioning of the Board and its various committees.

The document details the constitution and functions of the Audit Committee and the Nomination and Remuneration Committee. The Audit Committee is responsible for overseeing financial reporting, recommending auditors, and reviewing various financial statements and transactions. The Nomination and Remuneration Committee is tasked with formulating criteria for director qualifications, recommending director appointments, and devising policies related to director and senior management remuneration.

The document outlines the structure and functions of the Stakeholders Relationship Committee, which is tasked with various grievance redressal and advisory functions in accordance with Section 178 of the Companies Act 2013. It also details the constitution and terms of reference for the IPO Committee, which involves decisions related to the offer structure, appointment of various intermediaries, and finalization of the Draft Red Herring Prospectus (DRHP). The text further lists the Key Managerial Personnel (KMP) including the Managing Director, Chief Executive Officer, Whole Time Director, Chief Finance Officer, Company Secretary & Compliance Officer, and other Directors.

The section details the key managerial personnel and promoters of the company. It lists several individuals, including Mr. Md. Khurshid as the Chief Finance Officer and Mr. Ravi Kumar Bahl as the Company Secretary and Compliance Officer. It also outlines various confirmations regarding the employees, such as their permanent status and lack of contractual arrangements. The section further identifies the promoters as Mr. MD Qasim, Mr. Mohammed Usman, Mr. Mohammed Imran, and Mr. MD Aurangzeb, collectively holding approximately 99.61% of the pre-offer issued equity shares.

The document identifies several key individuals associated with the company, including Mr. Mohammed Usman, Mr. Mohammed Imran, and Mr. MD Aurangzeb, who hold positions as Promoter cum Whole Time Director and Promoter Director, respectively. The text details the incorporation and details of a related entity, Kzar Hotels & Restaurants Private Limited, which is a corporate entity. It also outlines various disclosures regarding the promoters' interests, including shareholding percentages, transactions with related parties, and outstanding litigation status.

The document confirms that the Company has not entered into related party transactions with its Promoters, and there is no conflict of interest between the Company, Promoters, Promoter Group, Directors, KMPs, and Subsidiaries/Group Company and the lessor of any leased property. Furthermore, the Promoters have not been declared as 'Willful Defaulters' or 'Fraudulent Borrower' by any bank or financial institution, nor have they been prohibited from accessing the capital market by SEBI or other regulators. The document also states that no violations of securities laws have been committed by the Promoters or their group in the past, and they have not been barred from dealing in securities by regulatory orders.

The company has stated that it has not engaged in related party transactions with its Promoters, nor do the company, its Promoters, Directors, KMPs, and Group Companies have any conflict of interest with the lessor of leased property. The Promoters do not have any interest in similar ventures, and all equity shares held by the Promoters are in dematerialized form and are not pledged. The document confirms that the Promoters and Promoter Group are compliant with various regulatory requirements, including not being declared defaulters or prohibited from accessing the capital market. It also details the composition of the Promoter Group and clarifies that no entities were identified as Group Companies based on related party transactions or materiality thresholds.