Purple Style Labs Limited retains IP, sets 15% SKU fee

Purple Style Labs Limited retains the intellectual property of Pernia’s Pop-Up Shop and provides central services, while its Indian, UK and US subsidiaries operate retail channels. Purple Style Labs requires each subsidiary to pay quarterly fees equal to 15% of the retail price, including applicable tax, for every stock keeping unit, or SKU, sold.

How does Purple Style Labs set its 15% SKU fee?

Purple Style Labs sets a quarterly fee of 15% of the tax-inclusive retail price of every SKU sold by each of its three retail subsidiaries. A SKU is an individual inventory item used to identify and track a product for sale, and the disclosed formula is based on retail price rather than on a subsidiary’s profit, merchandise cost or a stated net-sales measure.

PSL Retail Private Limited and Purple Style Labs UK Limited are covered by amended and restated business agreements dated April 7, 2026. Purple Style Labs USA, Inc. entered into its business agreement on February 4, 2026, and its payment obligation applies to SKUs sold on and from April 1, 2026. The identical 15% formula means the fee changes with the number of SKUs sold and their tax-inclusive retail prices.

Purple Style Labs must provide marketing, sales and retail training, technical, legal and human-resources services under all three agreements. The agreements also include assistance with merchandise selection, coordination and procurement, plus other services that the relevant parties may mutually agree. The disclosed fee is therefore consideration for specified parent-level services, alongside the group structure in which Purple Style Labs owns and licenses Pernia’s Pop-Up Shop intellectual property.

Which subsidiaries operate Pernia’s Pop-Up Shop retail channels?

Purple Style Labs uses three subsidiaries for retail operations in India, the United Kingdom and the United States, while the parent retains the brand-related intellectual property. The group structure identifies PSL Retail as the Indian store and online operator, PSL UK as the London operator, and PSL USA as the New York and wider US operator.

PSL Retail was incorporated on August 29, 2019, and has 280,010,090 issued, subscribed and paid-up equity shares. Purple Style Labs holds 280,010,089 shares, while Abhinav Agarwal holds one share as the parent’s nominee. PSL UK was incorporated on April 18, 2019, and Purple Style Labs holds all 2,637 of its ordinary shares.

PSL USA was incorporated in Delaware on April 16, 2025. Purple Style Labs holds 10,000,000 Class A common shares, or 83.33% of its shareholding, and 2,000,000 Class B common shares, or 16.67%. The parent therefore holds 100.00% of PSL USA’s 12,000,000 common shares across the two classes.

What Pernia’s Pop-Up Shop intellectual property does Purple Style Labs retain?

Purple Style Labs retains intellectual property related to Pernia’s Pop-Up Shop after acquiring the brand business and associated assets on February 3, 2018. The acquisition covered the business, website, mobile applications, related business intellectual-property rights, goodwill and fixed or movable assets for Rs 12 crore.

A separate licence agreement dated February 3, 2018 gave Purple Style Labs a perpetual, sole, exclusive and worldwide right to use specified Pernia’s Pop-Up Shop names and derivatives in India and other relevant jurisdictions. The one-time licence fee was Rs 10,000, and the agreement permits the company to seek trademark registrations under the Trade Marks Act, 1966.

Purple Style Labs also acquired other fashion-brand assets before the 2026 subsidiary agreements. In November 2020, it purchased the Wendell Rodricks core and licensing businesses for Rs 1.476 crore, including Rs 1.376 crore for the core business and Rs 10 lakh for licensing. In January 2021, it acquired Hemant Trivedi’s design library, archives, intellectual property and associated goodwill for Rs 35 lakh.

How are UK inventory supply and the parent fee separated?

PSL Retail’s supply of merchandise to PSL UK is separate from PSL UK’s 15% quarterly payment to Purple Style Labs. Under an amended and restated memorandum of understanding dated April 7, 2026, PSL Retail supplies apparel, accessories and lifestyle products for PSL UK to sell through its channels.

The consideration that PSL Retail charges PSL UK is to be mutually agreed from time to time, rather than set at a disclosed fixed rate. By comparison, the PSL UK Business Agreement dated April 7, 2026 fixes PSL UK’s payment to Purple Style Labs at 15% of the retail price, including applicable tax, for each SKU sold.

A UK retail sale can therefore involve a merchandise supply arrangement between PSL Retail and PSL UK and a separate service-fee obligation from PSL UK to Purple Style Labs. The disclosed material specifies no comparable inventory-supply memorandum for PSL USA, although PSL USA’s February 4, 2026 business agreement carries the same 15% fee formula from April 1, 2026.

What must continue for the fee model to operate?

The fee model operates while the subsidiaries sell SKUs and Purple Style Labs provides the services set out in the three business agreements. Those services include marketing, training, technical support, legal and human-resources support, plus assistance with merchandise selection, coordination and procurement.

The three entities have different operating histories despite the same 15% formula. PSL Retail and PSL UK were incorporated in 2019, on August 29 and April 18 respectively, while PSL USA was incorporated on April 16, 2025. PSL USA’s agreement applies to sales from April 1, 2026, whereas the India and UK arrangements were amended and restated on April 7, 2026.

Purple Style Labs states that its subsidiaries have common pursuits with the parent and do not compete with it. It also states that, as of the Red Herring Prospectus date, none of the subsidiaries had accumulated profits or losses not accounted for in the restated consolidated financial information. The 15% arrangements are consequently disclosed as intra-group agreements within a consolidated group of one Indian and two foreign subsidiaries.

Conclusion

Purple Style Labs has separated ownership of Pernia’s Pop-Up Shop intellectual property and central support services from customer-facing retail operations. Its three subsidiaries run Indian, UK and US channels, while each agreement requires a quarterly payment calculated as 15% of every SKU’s retail price inclusive of applicable tax.

The next point to watch is implementation of the US agreement from April 1, 2026 and the amended India and UK agreements dated April 7, 2026. The UK merchandise transfer price remains unresolved in the disclosure because PSL Retail and PSL UK are to agree that consideration from time to time, while the 15% parent fee is specified in the agreements.