Transaction Overview
Recode Studios Limited has signed a strategic Investment Term Sheet to acquire up to a 51% equity stake in Aflairza Professionals Private Limited, the company behind the AFLAIRZA premium luxury beauty and cosmetics brand.
Transaction Structure
The acquisition will be executed in two phases:
Phase I: Recode will acquire an initial 33% stake for an aggregate consideration of ₹8.32 Crore. This amount will be equally allocated between:
- Secondary purchase of shares from existing promoters
- Fresh capital infusion into the business
Phase II: Following achievement of agreed milestones, Recode intends to increase its shareholding to 51%, becoming the majority shareholder.
Strategic Rationale
The acquisition aligns with Recode's strategic focus on expanding presence in the Beauty & Personal Care (BPC) category through premium and aspirational brands. The investment aims to:
- Accelerate Aflairza's growth by strengthening manufacturing capabilities
- Expand portfolio of premium luxury beauty and personal care products
- Enhance distribution networks
- Increase brand presence across online and offline retail channels
Management Continuity
The existing promoters (Mr. Sagar Urvish Gandhi and Mr. Deep Parekh) will continue to lead the company's day-to-day operations. Recode will nominate a representative to the Board to support governance and strengthen the brand's premium positioning.
Company Background
Aflairza Professionals Private Limited:
- Ahmedabad-based beauty and cosmetics company with over five years of industry presence
- Markets and distributes professional-grade makeup and personal care products under AFLAIRZA brand
- Uses advanced Korean technology and innovative formulations
- Offers premium-quality beauty solutions across multiple sales channels
Recode Studios Limited:
- Indian beauty and personal care brand with portfolio of over 350 SKUs across cosmetics, skincare and personal care
- Asset-light business model focusing on product innovation, branding, marketing and distribution
- Uses third-party manufacturing capabilities
- Has established omnichannel presence through retail network, e-commerce platforms and distribution channels
Management Commentary
Dheeraj Bansal, Chairman & Managing Director, stated: "This proposed investment marks another important milestone in Recode's long-term strategy of partnering with high-potential consumer brands. Aflairza has built a strong portfolio of innovative beauty products, backed by a premium luxury brand positioning and a differentiated product offering. The brand's ability to command superior value realization reflects its growing consumer acceptance and reinforces its position in the premium beauty segment."
He further added: "We see significant opportunities to leverage Recode's product development capabilities, industry expertise, distribution network, and operational strengths to accelerate Aflairza's next phase of growth. Together with the founders, we aim to strengthen the brand's market presence, broaden its product portfolio, and create sustainable long-term value for customers, partners, and shareholders alike."
Forward-Looking Statements
The document contains forward-looking statements subject to certain risks and uncertainties including government actions, local/political/economic developments, technological risks, and other factors that could cause actual results to differ materially from those contemplated.