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March 28, 2024
Kendrew Hartanto
Chief Executive Officer
BrilliA Inc
220 Orchard Road
Unit 05-01, Midpoint Orchard
Singapore 238852
Re:BrilliA Inc
Draft Registration Statement on Form F-1
Submitted March 7, 2024
CIK No. 0002000230
Dear Kendrew Hartanto:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that the offering is contingent upon listing on Nasdaq or another
national securities exchange. Please revise for consistency with disclosure on page 111
that indicates the offering is contingent upon Nasdaq listing (i.e., without reference to
other exchanges), or advise.
2.We note your disclosure that you will be a controlled company after the closing of this
offering. Please revise your cover page to state whether you intend to take advantage of
the controlled company exemptions under the Nasdaq rules. Additionally revise your
prospectus summary to identify the Nasdaq regulations for which you intend to claim an
exemption as a foreign private issuer, consistent with disclosure on page 18.

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Kendrew Hartanto
BrilliA Inc
March 28, 2024
Page 2
Presentation of Financial Information, page iii
3.In the first paragraph under Basis of Presentation, please expand to disclose that the
financial statements included in the filing have been prepared and presented in accordance
with International Financial Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board ("IASB").
4.Refer to Financial Information in U.S. Dollars. Please expand to clarify that the filing
includes:

•unaudited pro forma financial statements of BrilliA Inc ("BrilliA" or "the Company")
as of and for the year ended March 31, 2023 presented in U.S. dollars ("USD").

•audited financial statements of Bra Pro Limited ("Bra Pro") for the two years ended
March 31, 2023 presented in U.S. dollars ("USD"), which is the functional currency
and reporting currency.

•audited financial statements of PT Mirae Asia Pasifik ("MAP") for the two years
ended March 31, 2023 presented in Indonesian Rupiah ("IDR"), which is the
functional and reporting currency, and that solely for the convenience of the reader,
you are presenting a U.S. dollar convenience translation for the most recent fiscal
year using a year-end translation rate of USD1.00 = IDR15,062 at March 31, 2023.
5.Provide a subsection heading, such as the Group Reorganization to explain the
reorganization or restructuring that is yet to be completed. We note that BrilliA is a newly
formed holding company with no operations and will succeed to the operations of Bra Pro
and MAP via a Group restructuring, share swap agreement, and/or reorganization between
these entities and their shareholders. Please disclose this information and the relevant
various dates of completion, along with addressing the following:

•Tell us and disclose how you will treat the Group restructuring for accounting
purposes, such as applying the predecessor value method (i.e., historical cost values
or existing book values, with no goodwill recognized).

•Tell us the controlling shareholders and ownership percentage of each of BrilliA, Bra
Pro and MAP before and following completion of the reorganization. We note that
BrilliA Singapore was created on December 5, 2023 as a wholly-owned subsidiary of
BrilliA for the purpose to acquire MAP.

•Disclose if true, that Bra Pro has been identified as the direct Predecessor entity to
BrilliA, and that in turn BrilliA is deemed to be the Successor entity.

•Disclose that upon the completion of the restructuring, the historical financial
statements of Bra Pro will represent the historical financial statements of BrilliA
going forward.

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•Disclose if Bra Pro will be considered as the accounting acquirer entity of MAP, with
MAP being considered as the acquired entity. Disclose and tell us how you will
account for the acquisition, such as via the acquisition method described in paragraph
10 of IFRS 3 (Business Combinations), or at historical cost values. Otherwise, to the
extent BrilliA Singapore will be the acquirer, tell us and disclose how you will
account for this acquisition or share exchange.

•To the extent that Bra Pro is determined to be the Predecessor entity to BrilliA and
also the acquirer of MAP, tell us and disclose the reasons why Bra Pro would be
considered the acquirer entity, such as it has the larger operations in terms of
revenues and assets, has control or power over MAP and any other aspects for
determining the acquirer pursuant to paragraphs 6 and 7 of IFRS 3 (Business
Combinations) and paragraphs 5 through 7 of IFRS 10 (Consolidated Financial
Statements).
Prospectus Summary, page 1
6.Please revise your summary to present a more balanced description of the challenges
and/or weaknesses of your business and operations. For example, you highlight your
competitive strengths and growth strategies without equally prominent disclosure
regarding your weaknesses.
Risk Factors, page 9
7.Please add risk factor disclosure to clearly identify the extent to which you manufacture
your own products and/or rely on third-party manufacturers in Indonesia, Thailand, and
China to manufacture your products, current and planned, and to discuss the material risks
related to manufacturing.
8.We note your risk factor disclosure that you heavily rely on third-party suppliers for the
production of textile. Please update this risk factor disclosure if you have experienced any
material disruptions due to this reliance.
9.Please add risk factor disclosure to identify the primary raw materials used for your
products, current and planned, and to discuss material related risks related to supply.
10.Please disclose whether and how your business, products, or operations are materially
impacted by supply chain disruptions, especially in light of Russia’s invasion of Ukraine
and the effectiveness of the Uyghur Forced Labor Prevention Act ("UFLPA"). For
example, discuss whether you have or expect to:

•suspend the production, purchase, sale, or maintenance of certain items;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or

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challenges sourcing materials (e.g., cotton or other raw material sourced from
Western China);
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries or the
ongoing invasion; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine, the
effectiveness of the UFLPA, and/or related geopolitical tensions.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business. In this regard, we note disclosure on page
72 regarding your plans to impose order terms and obtain supplier certifications regarding
the sourcing of textile from China’s Xinjiang Uyghur Autonomous Region.
We may be unable to successfully implement our business objectives and our expansion plans
may not be successful, page 10
11.Please expand your risk factor disclosure to more fully discuss the potential risks related
to your business plan. Without limitation, your disclosure should address the specific risks
related to the expected development and marketing of DIANA-branded products,
development of your online selling platform, opening of retail and pop-up outlets in
Indonesia and elsewhere, and investment in other garment segments.
Our controlling shareholder has substantial influence over the Company, page 19
12.Please revise your disclosure to highlight potential conflicts of interest related to Mr.
Salim’s management roles, in addition to his controlling shareholding interest and voting
control.
Capitalization, page 27
13.Please clarify that the actual historical data presented is that of Bra Pro, which may be
considered the predecessor entity to BrilliA. In this regard, further expand the
shareholders' equity section to also provide the actual historical equity line items,
including share data, of Bra Pro, as your current equity disclosures appear to solely
represent that of BrilliA.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
30
14.We note your MD&A includes two separate sets of discussion consisting of Bra Pro and
MAP. To the extent the reorganization transactions have not been completed in the next
amendment, please consider revising the current presentation of MD&A to instead
include separate sets of MD&A discussion of these entities under two separate MD&A
headings. The separate MD&A's should include an overview section of the proposed

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reorganization with BrilliA, including the anticipated reorganization completion date, that
the reorganized entity will consist of the combined operations of BrilliA, Bra Pro, and
MAP, that the financial results are prepared under IFRS as issued by the IASB, and the
reporting currency of the combined company. At the beginning of each respective MD&A
discussion, disclose which currency the financial results of operations and liquidity
are being presented.
15.We note references to a "Failure in customers' order shipment arrangement" and “flawless
execution of orders” on pages 36 and 38, respectively. Please revise to reconcile the
apparent inconsistency or to otherwise balance your description of MAP. Please also
revise to reconcile the apparent inconsistency in the number of customers representing
90% or 100% of revenue on pages 9 and 45.
History and Corporate Structure, page 46
16.Please revise this section to clarify when the reorganization will be completed, modifying
the reference to the “corporate structure on an assumed basis” as appropriate. If the
reorganization is not expected to be completed prior to the offering, discuss the reasons
why and the related uncertainties and risks.
17.If Bra Pro and MAP are under the control of Mr. Salim and potentially other related
parties, then please include disclosure regarding the transactions referenced in this section
within your related party transactions section.
Industry Overview, page 48
18.We note your disclosure that all the information and data in this section have been derived
from a third-party commissioned report, consisting of graphics with some accompanying
text. We further note that graphics should accurately represent your current business and
not be confusing. Accordingly, please revise this section to explain how the industry
information relates to your business, clearly distinguishing between your current and
planned operations, and to provide sufficient context for investors to understand and
evaluate the tables and other information in relation to your company. Refer to Securities
Act Forms Compliance and Disclosure Interpretation 101.02 for guidance.
Business, page 67
19.Please revise this section to more clearly and fully describe your current business,
including discussion of your current services, products, markets, and customers. Ensure
consistency with disclosure elsewhere in your registration statement. In this regard, we
note disclosure on pages 46 (“Bra Pro is principally engaged in sales and marketing of
lingerie’s products”) and 47 (“MAP is principally engaged in providing wholesale trading
of clothing and other management consultation activities”), and well as disclosure on page
42 that you primarily generate revenue from rendering services as the appointed agent to
two customers (described as management services from order allocation to CMTP
contract manufacturers, and logistics arrangements for export of the finished goods).

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20.Please further revise this section to more fully discuss plans to expand and diversify your
business, including the current status, key milestones, expected timetable, and material
obstacles to overcome. Clearly distinguish your aspirations from your accomplishments
throughout. Address, without limitation, whether you expect your current business to be
impacted by your planned business; for instance, whether current customers may be less
willing to purchase your services for their products when you are engaged in developing,
producing, and marketing your own products. Include risk factor disclosure regarding any
material risks to your current business posed by your prospective business.
21.We note disclosure that you primarily focus on delivering brassieres to over 20 esteemed
brands through named international companies. Please revise to clarify whether these
companies represent your customers, including the customers disclosed as representing
approximately 90% or 100% of your revenues on pages 9 and 45. In addition to more
clearly describing your customers, please discuss the material terms of your purchase
order or other customer arrangements.
22.Your disclosure indicates that BrilliA represents the integration of former stand-alone
companies, Bra Pro and MAP. Please revise to more fully explain the steps involved in
integrating the business of these companies, and to discuss material related risks to you
and investors.
23.We note disclosure that your headquarters provides for operational needs except for your
manufacturing capabilities (page 68), but also that an in-house production facility is
located at your headquarters (page 69). Please revise to reconcile this apparent
inconsistency and discuss your manufacturing and/or production facilities, including
capacity and any plans to expand in connection with your business plans.
Our Licensed Brand, page 70
24.Please revise your disclosure to describe the material terms of the DIANA license,
including, without limitation, its termination and renewal provisions. Additionally file the
license agreement as an exhibit to your registration statement.
25.Your business plans appear primarily or solely based on DIANA-branded products, and
we note disclosure that you “plan to further develop the DIANA brand.” However, the
DIANA brand is not owned by the Company and is licensed for a limited period, through
December 31, 2025. Please discuss the risks involved with basing your business growth
upon a third- or related-party brand.
26.We note disclosure that you have licensed the DIANA brand from Mr. Salim (page 73),
while this section indicates PT Gunung Mas International is the licensor. Please revise to
clarify the relationship between Mr. Salim and PT Gunung Mas International, and