Wakefit Innovations Ltd

Largest and fastest growing D2C home and furnishing solutions destination.

Comprehensive home and furnishing solutions brand with a core focus on product innovation.

Full-stack vertically integrated operations with differentiated processes and technical capabilities.

Omnichannel sales presence and strategically located store network.

Our multi-faceted marketing approach enhancing our brand image.

Business model with a track record of delivering financial growth.

Our business and results of operations are significantly dependent on our "Wakefit" brand, under which we offer a wide range of products, including mattresses, furniture, and furnishings, and any impairment, dilution or damage to our brand in any manner may adversely affect our business reputation, results of operations, financial condition and cash flows.

We derive a significant portion of our revenue from our mattress product category. Our revenue from the sale of mattresses accounted for 60.65%, 61.35%, 57.54% and 63.50%, of our 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 our business, results of operations, financial condition and cash flows.

A significant portion of our revenues is derived from the sale of products through our own channels. Our sales from our own channels (i.e., website and COCO - Regular Stores) accounted for 64.91%, 56.97%, 58.30% and 57.50%, of our revenue from operations in six months period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. Any disruption to our website, whether due to technical issues, cyber-attacks, or changes in consumer behaviour or any disruption to the operations of our stores or limitations on our ability to expand and grow these stores may adversely affect our sales, business, results of operations, financial condition and cash flows.

We have incurred losses in the past and we may continue to incur losses in the future.

Our 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 have an adverse effect on our business, financial condition, cash flows and results of operations.

We have experienced negative cash flows from operating activities in Fiscal 2023. We may continue to have negative cash flows in the future.

We rely on third party logistics service providers to transport our products, and any disruption in our transportation arrangements or increases in transportation costs may adversely affect our business, results of operations, financial condition and cash flows.

Failure to obtain or renew approvals, licenses, registrations and permits to operate our business in a timely manner, or at all, may adversely affect our business, financial condition, results of operations and cash flows.

If we fail to protect or incur significant costs in defending our intellectual property or if we infringe the intellectual property rights of others, our business, results of operation, financial condition and cash flows could be adversely affected.

We do not have long term agreements with suppliers for our raw materials and an increase in the cost of or a shortfall in the availability of such raw materials could have an adverse effect on our business, results of operations, financial condition and cash flows.

We are reliant on our 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 our business, results of operations, financial condition and cash flows.

Our inability to effectively manage our growth or implement our growth strategies may have an adverse effect on our business, results of operations, financial condition and cash flows.

Our Company did not have an internal audit system in place in Fiscal 2024 and we may therefore be subject to penalties for such past non-compliance.

Our Statutory Auditors have included remarks in the auditors` report issued on the audited financial statements for Fiscals 2025, 2024 and 2023 which do not require any corrective adjustments in the Restated Financial Information. We cannot assure you that any similar remarks will not form part of our financial statements for the future fiscal periods, which could have an adverse effect on our reputation, the trading price of the Equity Shares, results of operations, cash flows and financial condition.

Our business is manpower intensive. Our business may be adversely affected by work stoppages, strikes, lockouts, increased wage demands by our employees, or an increase in minimum wages, and if we are unable to engage new employees at commercially attractive terms.

Our inability to accurately manage inventory and forecast demand for our products may have an adverse effect on our business, results of operations, financial condition and cash flows.

If we 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, our business, results of operations, cash flows, and financial condition may be adversely affected.

Our business is dependent on our manufacturing facilities and we are subject to certain risks in our manufacturing processes. Any unscheduled, unplanned or prolonged disruption of our manufacturing operations could materially and adversely affect our business, financial condition, cash flows and results of operations.

The home and furnishings industry is competitive and our inability to compete effectively may adversely affect our business, results of operations, financial condition and cash flows.

One of our Shareholders, Elevation Capital VIII Limited, is yet to receive certain number of Equity Shares to which they are entitled.

Any failure in our quality control processes or if the quality of our products does not meet our customers` expectations, could have an adverse effect on our business, results of operations, financial condition and cash flows.

Our business requires working capital. Any failure in arranging adequate working capital for our operations may adversely affect our business, results of operations, cash flows and financial condition.

Sales of our products are affected by seasonality, particularly during the festive season during which our sales are comparatively higher, which could result in fluctuations in our operating results.

There have been certain instances of delays in payment of statutory dues by us in the past. Any delay in payment of statutory dues by us in future, may result in the imposition of penalties and in turn may have an adverse effect on our business, financial condition, results of operation and cash flows.

We provide product warranties and, if our product warranty obligations are significantly in excess of our warranty provisions, our business, financial condition and results of operations could be adversely affected.

Our 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.

We have incurred indebtedness and an inability to obtain further financing or to comply with repayment and other covenants in our financing agreements could adversely affect our business, results of operations, financial condition and cash flows.

We have capital expenditure requirements and may require financing in the future and our operations could be curtailed if we are unable to obtain the required financing when needed.

We may incur uninsured losses or losses in excess of our insurance coverage which could have an adverse impact on our business, results of operations, financial condition and cash flows.

We have never operated COCO - Jumbo Stores in the past. Our lack of experience in operating such stores may impact our business, results of operations, financial condition and cash flows.

Our change in strategy to open smaller sized COCO - Regular Stores in the future may have an adverse impact on our business, results of operations, financial condition and cash flows.

We may grow inorganically through strategic acquisitions. If we fail to integrate or manage acquired companies or businesses efficiently, or if the acquired companies or businesses are difficult to integrate, our business, results of operations, financial conditions and cash flows may be adversely affected.

We engage in foreign currency transactions and fluctuations in the exchange rate between the rupee and other currencies may adversely affect our operating results.

Our funding requirement and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency. Our Management will have broad discretion over the use of the Net Proceeds.

Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

We are exposed to consumer complaints and our failure to address these complaints in a timely manner could lead to litigation, which may adversely affect our business, results of operations, financial condition, and cash flows.

Our operations are dependent on our ability to attract and retain qualified personnel, including our Key Managerial Personnel and Senior Management and any inability on our part to do so, could adversely affect our business, results of operations, financial condition and cash flows.

Any failure of our information technology systems and tools could adversely affect our business, results of operations, financial conditions and cash flows.

Under-utilization of our manufacturing capacities over extended periods, or significant underutilization in the short term could increase our cost of production and our operating costs and adversely impact our business, growth prospects and future financial performance.

The premises of all of COCO - Regular Stores are leased, sub-leased or are on leave and license basis. If we fail to renew these leases and leave and license agreements on competitive terms or if we are unable to manage our rental costs, our business, results of operations, financial condition and cash flows would be adversely affected.

Our Registered and Corporate Office and manufacturing facilities are not located on land owned by us and we have only leasehold rights. In the event we lose or are unable to renew such leasehold rights, our business, results of operations, financial condition and cash flows may be adversely affected.

After the completion of the Offer, our Promoters will continue to collectively hold significant shareholding in our Company, which will allow them to influence the outcome of matters requiring shareholder approval.

We have certain contingent liabilities that have been disclosed in the Restated Financial Information (? 80.81 million as of September 30, 2025), which if they materialize, may adversely affect our business, results of operations, financial condition and cash flows.

Our Promoters may have interests in our Company and are therefore interested in our Company`s performance in addition to their remuneration and reimbursement of expenses.

Information relating to our installed capacity and the historical capacity utilization of our products included in this Red Herring Prospectus is based on various assumptions and estimates and future production and capacity utilization may vary.

We will not receive any proceeds from the Offer for Sale.

Certain sections of this Red Herring Prospectus disclose information from the Redseer Report which is a paid report and commissioned and paid for by us 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.

Internal or external fraud or misconduct by our employees could adversely affect our reputation and our results of operations.

Failures in internal control systems could cause operational errors which may have an adverse effect on our reputation, business, results of operations, financial condition and cash flows.

We have included in this Red Herring Prospectus certain non-GAAP financial measures and certain other industry measures related to our 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.

We have, in the last 12 months, issued Equity Shares at a price that could be higher/lower than the Offer Price.

We are 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 we may be subject to regulatory proceedings or actions including penalty in the future, in case of any delay.

Our Company may not be able to pay dividends in the future. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, profit after tax available for distribution, cash flows, working capital requirements and capital expenditure and the terms of our financing arrangements.