Baanganga Gold & Diamond (I) Limited IPO

01At a glance

What the company does: manufactures plain gold, studded gold and diamond jewellery, mostly in 18-carat and 22-carat gold, at three facilities in Mumbai, and sells it business to business; gold jewellery was 99.67% of FY26 revenue (AP p.3, DRHP p.30).

Who pays it: jewellery retail chains, wholesalers, distributors and standalone retailers, 604 clients at July 31, 2026; the prospectus names Malabar Gold and Diamonds Limited, Joyalukkas India Limited, Bhima Enterprises and Kalyan Jewellers India Limited among its FY26 top ten, which together were 59.92% of FY26 revenue (DRHP p.35, DRHP p.36).

Why it is raising money: ₹4,050.00 million of a ₹5,400.00 million fresh issue goes to working capital over FY27 to FY29, with general corporate purposes left blank; a further ₹1,800.00 million is offered by two promoters (DRHP p.121, DRHP p.122).

How fast it has grown: restated revenue went from ₹13,485.21 million in FY24 to ₹36,262.93 million in FY26 and profit from ₹245.84 million to ₹1,117.79 million, CAGRs of 63.98% and 113.23% as the prospectus computes them (DRHP p.38).

The one thing to understand: this is a thin-margin, gold-heavy business funded by borrowing. EBITDA margin was 4.57% in FY26 and cost of materials 98.02% of total expense, and borrowings rose from ₹2,141.40 million at March 31, 2026 to ₹5,882.49 million at July 31, 2026, of which ₹4,218.76 million unsecured (DRHP p.137, DRHP p.31, DRHP p.84, DRHP p.351).

02The business, in plain words

A jewellery retail chain wants a steady stream of new designs on its shelves without running its own workshops. It orders from a manufacturer that buys gold bars and ornaments, designs the pieces, has karigars (skilled craftsmen) make them, hallmarks them and delivers them.

A retail chain or wholesaler orders necklaces, bangles, rings or chains → the company buys gold from banks and bullion dealers, or uses gold the client supplies in advance → karigars make the pieces at Andheri (East) and they are hallmarked → the client pays the gold value and making charges, sometimes in bullion (DRHP p.124, DRHP p.37).

The business began as a sole proprietorship, became the partnership firm Baanganga Jewellers in 1997, and was converted into a private company in May 2022 and a public company in January 2026 (DRHP p.256). It runs three facilities in Mumbai over 23,994 sq ft with 91 designers and 402 karigars (DRHP p.56).

Unit I is the company's own; Unit II is run by the subsidiary MNM Jewels Private Limited from July 2025; Unit III, for diamond-studded jewellery, came with the diamond business of Baanganga Diamonds, a partnership firm of two promoters, which the subsidiary Baanganga Diamond Private Limited bought on April 1, 2026 (DRHP p.220, DRHP p.380). The design bank held over 500,000 designs at July 31, 2026 (DRHP p.127).

Exports went to seven countries and were 12.08% of FY26 revenue (DRHP p.123, DRHP p.137).

Earnings equation: Revenue = kilograms of jewellery sold × realisation per kilogram. The company sold 3,917.36 kg in FY26 (DRHP p.137). Profit is what is left after gold: cost of materials consumed, including inventory changes, was ₹34,171.20 million against revenue of ₹36,262.93 million in FY26, and gross margin was 5.77% (DRHP p.31, DRHP p.137).

03Where the money comes from

Source: DRHP p.30. In FY26 sales in India were ₹31,399.39 million and export sales ₹4,380.07 million (DRHP p.373). The unaudited pro forma figures, which add the diamond business bought on April 1, 2026 as if it had been owned from April 1, 2023, put FY26 revenue at ₹39,278.67 million with diamond jewellery at 7.06% (DRHP p.30).

Source: DRHP p.36.

Revenue depends on a few clients, but less each year: the top ten fell from 71.51% of revenue in FY24 to 59.92% in FY26, and the largest from 27.20% to 24.70% (DRHP p.36). The client count rose from 256 in FY24 to 461 in FY26 (DRHP p.137). The prospectus says it has no long-term agreements with any of these clients (DRHP p.35). On the supply side, the top three suppliers were 57.25% of FY26 raw material cost and the largest 25.36% (DRHP p.34, DRHP p.35).

04The growth record

Source: DRHP p.84, DRHP p.85, DRHP p.86, DRHP p.137, AP p.7.

Revenue CAGR FY24 to FY26 was 64.0% (our arithmetic, DRHP p.85), EBITDA CAGR 89.0% (our arithmetic, DRHP p.137) and PAT CAGR 113.2% (our arithmetic, DRHP p.85). EBITDA margin moved from 3.44% to 4.57%, up 113 basis points, and PAT margin from 1.82% to 3.08%, up 126 basis points (our arithmetic, DRHP p.137). Receivable days were 19 in FY24 and 21 in FY26, and working-capital days 48 and 33 (DRHP p.32).

FY26 is the company's first year under Ind AS; FY25 and FY24 come from special purpose Ind AS statements, and all three years are restated on a consolidated basis as if MNM Jewels Private Limited, acquired in February 2026 from the promoters, had always been owned (DRHP p.22, DRHP p.23).

05What the growth is made of

Mostly realisation, not volume. Revenue rose from ₹13,485.21 million in FY24 to ₹36,262.93 million in FY26 (DRHP p.85). Kilograms sold rose from 3,308.14 to 3,917.36, an increase of 18.4% (our arithmetic, DRHP p.137). At the FY24 realisation of about ₹4.08 million a kilogram, the added volume accounts for roughly ₹2,483.4 million of the ₹22,777.72 million increase; the rest is realisation per kilogram and mix, which went to about ₹9.26 million a kilogram (our arithmetic, DRHP p.137).

The prospectus does not print the gold price the company paid or charged, so realisation cannot be split between the gold price and making charges. It says gold prices rose sharply over the last few years (DRHP p.124). The share of production made from gold that clients supplied in advance, which the company calls advance gold mix, fell from 29.88% in FY24 to 23.17% in FY26 (DRHP p.137).

Read from the filing: a lower share of client-supplied gold would also raise revenue per kilogram, but the document does not quantify that effect. For FY26 alone the prospectus attributes domestic growth of 81.84% to higher volumes and export growth of 67.30% to higher volumes and prices (DRHP p.373), while kilograms sold rose 8.9% that year (our arithmetic, DRHP p.137).

06Earnings quality

Two items need explaining. First, the operating cash flow line includes increases in short-term borrowings; without them operating cash flow would have been an outflow of ₹707.52 million in FY24 and inflows of ₹139.59 million in FY25 and ₹317.74 million in FY26 (our arithmetic, DRHP p.86). Second, the direction of the working-capital lines: trade receivables on the balance sheet rose from ₹1,348.82 million to ₹2,827.80 million in FY26, while the cash-flow line headed "Decrease/(increase) in trade receivables" shows a positive ₹1,486.59 million; inventories fell from ₹3,944.82 million to ₹3,659.88 million while that line shows (284.94) (DRHP p.84, DRHP p.86). The prospectus does not reconcile the two in the pages read.

07The balance sheet

At March 31, 2026 borrowings were ₹2,141.40 million, almost all current (₹2,137.44 million), against net worth of ₹1,878.86 million; cash was ₹18.38 million and current investments ₹241.31 million; lease liabilities were ₹106.97 million (our arithmetic, DRHP p.84). Unsecured borrowings, repayable on demand, were ₹886.78 million at that date (DRHP p.65). The promoters have personally guaranteed ₹839.59 million of borrowings (DRHP p.56).

By July 31, 2026 total borrowings were ₹5,882.49 million: ₹1,663.73 million secured working capital and ₹4,218.76 million unsecured, with rates between 8.25% and 11.25% (DRHP p.351). The prospectus does not name the unsecured lenders in the pages read. Trade payables at March 31, 2026 were ₹2,513.96 million, and ₹2,453.23 million of that was owed to two material creditors (DRHP p.386). Contingent liabilities were ₹20.00 million of bank guarantees and a ₹0.39 million tax demand (DRHP p.92).

After the issue: the fresh issue of ₹5,400.00 million before expenses is about 2.9 times March 2026 net worth (our arithmetic, DRHP p.84, DRHP p.121). None of it repays debt; the objects are working capital and general corporate purposes (DRHP p.122). The company's own net debt to EBITDA for FY26 is 1.35 times (DRHP p.137), on March 2026 borrowings.

08What the money is for

Source: DRHP p.122.

Working capital is 75.0% of the fresh issue (our arithmetic, DRHP p.122). The company says it funds working capital from internal accruals, unsecured loans from its promoters and bank borrowings, and that working capital constraints have made it defer or forgo larger orders (DRHP p.32). The standalone working capital requirement it computes was ₹3,303.22 million at March 31, 2026 (DRHP p.125). The proceeds have not been appraised by any bank or agency (DRHP p.123). General corporate purposes are capped at 25% of gross proceeds (DRHP p.122). The company may place up to ₹1,080.00 million of shares before the red herring prospectus, which would reduce the fresh issue (DRHP p.2).

Into the business ₹5,400.00 million, the fresh issue (DRHP p.121). To selling shareholders ₹1,800.00 million, the offer for sale, 25.0% of the ₹7,200.00 million offer (our arithmetic, DRHP p.1).

09Who is selling

Source: DRHP p.1, DRHP p.110. The weighted average cost of acquisition is nil for both, adjusted for bonus and sub-division (DRHP p.1). The number of shares each will offer is not fixed at the draft stage, only the rupee amount (DRHP p.121). Vikas Navratanmal Ganna, the third promoter, is not selling (DRHP p.1).

10Promoters

The promoters are Navratanmal Jeetmal Ganna, Vikas Navratanmal Ganna and Jinesh Navratanmal Ganna (DRHP p.1). The prospectus states that Vikas Navratanmal Ganna and Jinesh Navratanmal Ganna are sons of Navratanmal Jeetmal Ganna (DRHP p.285). Navratanmal Jeetmal Ganna founded the proprietorship Baanganga Jewellers and is non-executive chairman, with about 34 years in jewellery; Vikas Navratanmal Ganna is managing director with over 20 years in the sector; Jinesh Navratanmal Ganna is whole-time director (AP p.5). Together they hold 99.99% (DRHP p.110).

Promoter economics: the company was formed in May 2022 with 10,000 shares at ₹10 subscribed by Navratanmal Jeetmal Ganna and Jinesh Navratanmal Ganna; a bonus of 3,000 shares for every share held, 30,000,000 shares, followed on March 27, 2025; on November 11, 2025 those two promoters gifted 9,003,000 shares to Vikas Navratanmal Ganna; and the ₹10 share was split into two ₹5 shares in March 2026 (DRHP p.106, DRHP p.107). No share has been issued for cash since incorporation other than at the initial subscription (DRHP p.106). No promoter shares are pledged (DRHP p.110).

Remuneration to the three promoters was ₹7.00 million in FY24 and ₹3.38 million in FY26 (our arithmetic, DRHP p.94). They also lend to the company: in FY26 they lent ₹1,283.95 million, were repaid ₹1,629.39 million and were paid ₹52.72 million of interest (our arithmetic, DRHP p.94). Two promoters are partners in Baanganga Diamonds, which licenses the registered office and Unit I to the company for ₹1.25 million and ₹2.17 million a month (DRHP p.284, DRHP p.285). Vikas Navratanmal Ganna and Jinesh Navratanmal Ganna ceased as directors of Speed Bangle Private Limited on July 30, 2025 (DRHP p.285).

Regulatory history: the three promoters were named in SEBI proceedings on First Financial Services Limited under interim orders of 2014 and 2015; by orders of August 2016 and September 2017 SEBI found violations not established against them and revoked the interim directions (DRHP p.46). An ESIC complaint against Jinesh Navratanmal Ganna is pending (DRHP p.384).

11Who already owns it

Source: DRHP p.105, DRHP p.110. The company is held entirely by the promoter family: there is no investor, fund or employee shareholder, and no preference shares or options (DRHP p.107). Holdings after the offer are left blank until the price is set (DRHP p.110).

12What changed just before the IPO

• Statutory auditor B. B. Lodha & Co. left and V J Shah & Co. was appointed on November 9, 2023 (DRHP p.101).
• Bonus of 3,000 shares for every share held, 30,000,000 shares, allotted March 27, 2025; this is the last allotment before the offer (DRHP p.106).
• The promoters gifted shares to Vikas Navratanmal Ganna on November 11, 2025 (DRHP p.107).
• A company secretary was appointed on November 15, 2025, 49 days after the statutory deadline; a penalty application is pending (DRHP p.53).
• Converted to a public company, certificate dated January 15, 2026 (DRHP p.256).
• MNM Jewels Private Limited was acquired from promoters and a promoter group member in January and February 2026 at ₹9,874.00 a share on a valuation report (DRHP p.258).
• ₹10 share split into two ₹5 shares in March 2026 (DRHP p.106).
• Baanganga Diamond Private Limited bought the diamond business of Baanganga Diamonds, a promoter partnership, on April 1, 2026 for ₹460 million (DRHP p.334).
• Sales to Ishani Jewels, a related party, rose from ₹46.65 million in FY25 to ₹669.91 million in FY26, with ₹653.02 million receivable at March 31, 2026 (DRHP p.95, DRHP p.321).
• Promoter remuneration moved from ₹7.00 million in FY24 to ₹3.38 million in FY26 (our arithmetic, DRHP p.94).
• Borrowings rose from ₹2,141.40 million at March 31, 2026 to ₹5,882.49 million at July 31, 2026 (DRHP p.84, DRHP p.351).

13Capacity and expansion

Source: DRHP p.220. Aggregate capacity was 7,500 kg a year with utilisation of 48.39% in FY26 (DRHP p.219). Unit I capacity went from 3,000 kg in FY24 to 4,500 kg in FY25 and 6,000 kg in FY26, and its production from 2,864.67 kg to 3,129.00 kg (DRHP p.220). Capacity assumes 300 days a year of one ten-hour shift (DRHP p.220).

The issue funds no capacity. The company says it has enough installed capacity and is held back by working capital (DRHP p.126).

14Market size and industry structure

As claimed: the industry chapter draws on "Research Report on the Indian Gems and Jewellery Industry" dated September 23, 2026 by CARE Analytics and Advisory Private Limited, commissioned and paid for by the company (DRHP p.29). That report puts the domestic gems and jewellery market at about ₹9,998.2 billion in CY25 (DRHP p.170) and the wholesale gold jewellery market at ₹2,176.1 billion in CY25, up 11.3% a year from CY20 (DRHP p.124).

The part that is addressable: wholesale manufacture of gold jewellery for retail chains and wholesalers in India and seven export markets (DRHP p.123).

What the company is today: the commissioned report gives it about 1.9% of the Indian gold jewellery manufacturing (wholesale) market in FY26 (DRHP p.30). FY26 revenue of ₹36,262.93 million is about 1.7% of the ₹2,176.1 billion wholesale figure (our arithmetic, DRHP p.85, DRHP p.124).

Structure, as the prospectus describes it: demand follows weddings and festivals, hallmarking and GST are formalising the trade, and lab-grown diamonds are gaining share (AP p.4, DRHP p.43, DRHP p.52).

15Competitive position

Source: DRHP p.136. The company is the second largest of the five by revenue; Sky Gold is about 1.7 times its size and the other three are between 0.4 and 0.6 times (our arithmetic, DRHP p.136).

What the company offers, on its own account: a design bank of over 500,000 designs, in-house karigars and integrated facilities, long relationships with retail chains, and export reach (DRHP p.134, DRHP p.127). Against the named peers, its trade payable days were 28 in FY26, where the peers ran between 0 and 3 (DRHP p.32). Clients of five years or more supply about 70% to 75% of revenue, according to the commissioned report (DRHP p.35).

16Peers the company named

Peers named in the offer document: Sky Gold & Diamonds Limited, Shringar House of Mangalsutra Limited, Shanti Gold International Limited and Shankesh Jewellers Limited (DRHP p.135).

Source: DRHP p.136; prices are NSE closing prices of September 11, 2026. The prospectus prints the peer P/E as a highest of 45.85, a lowest of 11.14 and an average of 21.30 (DRHP p.135). All four are listed jewellery manufacturers or wholesalers; Sky Gold is the only one larger than the company. The company's restated FY26 diluted EPS is ₹18.62 (DRHP p.134). No price band exists yet, so no comparison of this issue against those multiples can be made at this stage.

17Risks, in plain words

Gold: gold jewellery was 99.67% of FY26 revenue (DRHP p.30) → any change in gold prices, import duty or gold supply reaches almost all of revenue and inventory → inventory was 53.46% of current assets at March 31, 2026 and hedging does not cover all of it (DRHP p.31, DRHP p.34).

Customers: the top ten clients were 59.92% of FY26 revenue and the largest 24.70% (DRHP p.36) → there are no long-term agreements with any of them (DRHP p.35) → the top three alone were 45.65% (our arithmetic, DRHP p.36).

Suppliers: the top three suppliers were 57.25% of FY26 raw material cost and the top ten 80.76% (DRHP p.34, DRHP p.35) → without long-term contracts, a supplier can stop without notice → most supplier names are withheld for want of consent (DRHP p.35).

Debt: borrowings reached ₹5,882.49 million at July 31, 2026, ₹4,218.76 million unsecured (DRHP p.351) → unsecured loans are repayable on demand (DRHP p.65) → that is over three times March 2026 net worth of ₹1,878.86 million (our arithmetic, DRHP p.84).

Cash: operating cash flow of ₹867.64 million over three years was about half of profit, and includes short-term borrowings counted as operating inflows (our arithmetic, DRHP p.85, DRHP p.86) → the business needs more cash as the gold price rises → that is the stated reason for the ₹4,050.00 million working capital object (DRHP p.124).

Related parties: the registered office and Unit I are licensed from a promoter partnership, and FY26 sales to the related party Ishani Jewels were ₹669.91 million, with ₹653.02 million receivable (DRHP p.43, DRHP p.95, DRHP p.321) → terms with related parties set part of revenue, rent and receivables → the promoter entities in the same trade have no non-compete agreement (DRHP p.52).

People and control: karigar attrition was 22.41% in FY26 against 12.14% in FY24 (DRHP p.42) → production depends on skilled hands; a criminal complaint alleges four employees took about 2,235 grams of gold during melting between 2018 and 2025 (DRHP p.383).

Compliance: a delayed company secretary appointment, errors in RoC filings and delays in statutory dues are disclosed (DRHP p.53, DRHP p.60) → penalties are pending adjudication → none of the directors has served on a listed company's board (DRHP p.65).

Issue-specific: ₹1,800.00 million of the ₹7,200.00 million offer, 25.0%, goes to two promoters at a nil cost of acquisition (our arithmetic, DRHP p.1); the promoters hold 99.99% before the offer (DRHP p.110); and a pre-IPO placement of up to ₹1,080.00 million may be made (DRHP p.2).

18Litigation and regulatory matters

The four cases the company has filed include ₹17.89 million unpaid by a Telangana buyer, gold worth ₹25.15 million not returned in Thrissur, and about ₹33.92 million allegedly misappropriated by four employees (DRHP p.382, DRHP p.383). There are no tax proceedings against the promoters or subsidiaries, and no SEBI or exchange disciplinary action against the promoters (DRHP p.386, DRHP p.384). The company has no group companies (DRHP p.46).

19Related-party transactions

Source: our arithmetic from DRHP p.94, DRHP p.95. Shilpa Ganna, described as wife of a director, was paid a salary of ₹2.70 million and interest of ₹5.48 million in FY26 (DRHP p.94). Sales to Mm Jewels of ₹15.13 million in FY24 stopped after that year; Vikas Navratanmal Ganna left the MM Jewels partnership on April 1, 2024 (DRHP p.95, DRHP p.285). The leave and license agreements with Baanganga Diamonds for the office and Unit I are dated August 24 and 25, 2026 (DRHP p.284, DRHP p.285), and that firm's diamond business moved to the group on April 1, 2026 (DRHP p.334).

20What the offer document does not say

The gold price paid and realised, and the split of revenue between gold value and making charges, are not given, so growth cannot be separated into gold price and volume of work. The names of most top-ten clients and suppliers are withheld for want of consent. The lenders of the ₹4,218.76 million of unsecured borrowings at July 31, 2026 are not named in the pages read.

The business and terms of Ishani Jewels, beyond being a related party with a director or relative's substantial interest, are not explained in the pages read. The reason the operating cash flow working-capital lines move against the balance sheet is not stated. The price band, the number of shares each promoter will offer, the post-offer shareholding, the issue expenses and the amount for general corporate purposes are all left blank at this stage.

21Five questions for management

1. How much of the rise in revenue per kilogram from about ₹4.08 million to ₹9.26 million between FY24 and FY26 came from the gold price, and how much from mix and making charges?
2. Who lent the ₹4,218.76 million of unsecured borrowings outstanding at July 31, 2026, at what rates, and how much of it came from the promoters?
3. What does Ishani Jewels do, who owns it, and why was ₹653.02 million of the ₹669.91 million sold to it in FY26 still receivable at March 31, 2026?
4. Why do the FY26 cash-flow lines for receivables and inventories move in the opposite direction to the balance sheet, and what was operating cash flow excluding short-term borrowings?
5. What utilisation does Unit I need to return to, from 52.16% in FY26, once the ₹4,050.00 million of working capital is deployed?

2Sources and cited facts

This study was read from 2 documents the company filed. The 115 figures it cites are listed under the document each came from, with the page and the sentence as printed.