Iberia Pharmaceuticals India Limited IPO

01At a glance

What the company does: markets and distributes skin, hair, cardiac and diabetic products under six brands, three of which it owns and three of which it distributes under exclusive rights from brand owners in Spain and France (AP p.3).

Who pays it: stockists and distributors, pharmacies and chains, hospitals and clinics, and end consumers online; dermatologists, cardiologists and physicians are engaged through its medical representatives to prescribe (AP p.3).

Why it is raising money: ₹3,489.51 lakh for plant and machinery for a first manufacturing facility in Haryana, ₹3,100.00 lakh for working capital, ₹1,690.00 lakh for branding and marketing and ₹1,200.00 lakh to repay borrowings (AP p.6).

How fast it has grown: revenue from ₹6,936.18 lakh in FY24 to ₹9,653.70 lakh in FY26, and profit after tax from ₹781.83 lakh to ₹1,113.49 lakh, having peaked at ₹1,419.13 lakh in FY25 (AP p.8).

The one thing to understand: 85.89% of FY26 revenue came from three brands the company does not own, distributed under agreements that can be terminated or not renewed (AP p.4, AP p.9).

02The business, in plain words

This is a marketing and distribution business, not a manufacturer. It licenses or owns brands, has the products made by third parties, and puts a field force in front of doctors so that those products get prescribed and stocked.

A dermatologist is visited by a medical representative → the doctor prescribes the brand → the patient buys it at a pharmacy → the pharmacy was supplied by a stockist → the stockist was supplied by the company, which had the product made by a third party or imported it from the brand owner.

Six brands. Dermpix, Metacare and KeyCi are the company's own. Sesderma and Mediderma come from Spain and Noreva from France, all three distributed in India under exclusive rights (AP p.3). The range covers prescription pharmaceuticals, derma cosmetics, products that sit between a cosmetic and a medicine, and over-the-counter items, across dermatology, aesthetic dermatology, hair care and the cardio-diabetic segment (AP p.3).

The distribution machine is the asset: 289 medical representatives and 472 stockists and distributors as at 31 March 2026, covering 26 states and 5 union territories, plus Sri Lanka, Nepal and the UAE, and e-commerce through an exclusive online distributor (AP p.5, AP p.4).

It owns no factory. Its properties are offices at Dwarka and Gurugram and a warehouse at Maya Puri, all leased, plus two plots at Jhajjar, Haryana, that it owns and where it proposes to build (AP p.4).

Earnings equation: Revenue = packs sold × price, and the cost is what the third-party manufacturer or the brand owner charges plus the field force. The economics turn on two things the company does not control: the supply price from brand owners, and how long each distribution right lasts.

03Where the money comes from

Source: AP p.4, certified by the statutory auditor on 7 August 2026.

Two of the six brands are the business: Sesderma and Mediderma were 93.43% of revenue in FY24 and 83.96% in FY26, a concentration the company lists as its first risk factor (AP p.9). Both are Spanish brands distributed under exclusive rights.

The own-brand side is where the growth is. Proprietary brands went from ₹279.95 lakh to ₹1,334.63 lakh over two years, from 4.13% to 14.11% of revenue (AP p.4). That is the whole of the change in mix.

Source: AP p.4. Customer concentration is low and falling, no single stockist is a tenth of revenue. The concentration in this business sits on the supply side instead: the top five third-party manufacturers were 80.22%, 65.09% and 99.01% of purchases from third-party manufacturers in FY26, FY25 and FY24 (AP p.9).

By geography the document flags Maharashtra and Delhi as the concentration, without giving the percentages in the abridged summary (AP p.10).

04The growth record

Source: AP p.8, AP p.9.

Revenue compounded at 18.0% a year over the two years and EBITDA at 25.8%, but both figures hide the shape: FY25 was the peak year and FY26 was lower on every profit line. EBITDA fell 22.85% in FY26 and profit after tax fell 21.5%, on revenue that grew 11.32% (AP p.9). The EBITDA margin went 15.44%, then 25.34%, then 17.56%.

Earnings per share, after the bonus, were ₹6.80, ₹7.64 and ₹5.73 (AP p.8). Return on net worth fell from 87.85% to 24.31% across three years, the denominator quadrupled while profit did not.

Read from the filing: the document gives no explanation in the abridged summary for the FY26 margin fall, and the branding and marketing object of the issue suggests where the money went. Net worth rose from ₹1,461.74 lakh to ₹5,164.82 lakh, and equity share capital from ₹14.85 lakh to ₹1,942.68 lakh after a bonus issue the board approved on 18 June 2025 (AP p.8, AP p.9).

05What the growth is made of

Revenue rose ₹2,717.52 lakh between FY24 and FY26, and the split is clean.

Own brands account for ₹1,054.68 lakh of it, from ₹279.95 lakh to ₹1,334.63 lakh, which is 39% of the total increase from 4% of the base (AP p.4). Dermpix alone went from ₹279.95 lakh to ₹1,243.82 lakh.

Distributed brands account for ₹1,616.58 lakh, almost all of it Mediderma at ₹893.27 lakh and Sesderma at ₹707.45 lakh. Sesderma, the largest brand, actually fell in FY26, from ₹4,125.00 lakh to ₹4,064.49 lakh (AP p.4).

The DRHP does not disclose units sold, prices or the number of prescriptions, so none of this can be separated into volume and price. Nor does it disclose the split between new doctors covered and deeper sales into existing ones, though the field force of 289 medical representatives is given as at one date only (AP p.5).

Read from the filing: the visible pattern is a distributor building its own brands behind a licensed franchise, and the own-brand line is growing from a small base while the largest licensed brand has stopped growing.

06Earnings quality

The line that needs explaining is inventory. Turnover fell from 3.08× to about 1.5×, which doubles the stock a rupee of revenue carries, and it happened in FY25 and stayed there. For an importer of branded cosmetics with shelf lives, that is the number to watch, and the abridged summary does not explain it.

The cash flow moved the right way: two years of operating outflows became an inflow of ₹1,102.75 lakh in FY26, the year profit fell. Read from the filing: that combination usually means working capital released rather than earnings improved, and the receivable and inventory turns above are consistent with a business that stopped adding working capital in FY26 rather than one that shrank it.

The FEMA disclosure belongs here as much as in risks: this company imports from Spanish and French brand owners and has a UK-related promoter directorship, so the non-debt-instrument rules are live for it (AP p.10, AP p.6).

07The balance sheet

Net worth was ₹5,164.82 lakh at the end of FY26, made up of ₹1,942.68 lakh of equity share capital and ₹3,222.14 lakh of other equity. Total borrowings were ₹1,928.01 lakh, up from ₹1,078.65 lakh two years earlier (AP p.8).

The current ratio strengthened from 1.52× to 3.32× across the three years (AP p.8), which alongside the inventory turn suggests the balance sheet absorbed the growth in stock rather than in payables.

Equity share capital tells the bonus story: ₹14.85 lakh, ₹17.66 lakh, then ₹1,942.68 lakh (AP p.8). Net asset value per share consequently reads ₹984.52, ₹2,262.19 and ₹26.59, the last figure is after the bonus and the first two are not, so they are not comparable and the document does not say so.

Of the stated objects, ₹1,200.00 lakh repays borrowings, which against ₹1,928.01 lakh of total debt is 62% of it (AP p.6). That is the one post-issue balance-sheet line that can be drawn without an issue price.

08What the money is for

The issue is a fresh issue of up to 64,75,560 equity shares of ₹10 face value. There is no offer for sale (AP p.1).

Source: AP p.6. The four stated objects total ₹9,479.51 lakh; general corporate purposes are capped at 25% of gross proceeds.

The largest object is the company's first factory. It owns the land, two plots at Sector 7B, MET Jhajjar, Haryana, and the issue funds the plant and machinery to establish cosmetic manufacturing there (AP p.4, AP p.5). Its stated strategy puts in-house manufacturing first (AP p.5).

Into the business the whole of it. The issue is entirely a fresh issue. To selling shareholders nil. There is no offer for sale (AP p.1).

Read from the filing: ₹1,690.00 lakh of branding and marketing spend funded from an issue is unusual enough to state plainly, it is 17.8% of the stated objects, and it is an expense rather than an asset.

09Who is selling

Nobody. The offer-for-sale size is stated as not applicable and the whole issue is a fresh issue of up to 64,75,560 equity shares (AP p.1).

10Promoters

Four promoters: Nitin Jain, Rishabh Jain, Saurav Ojha and Shivani Jain (AP p.1).

Nitin Jain, 49, is managing director, with a post-graduate diploma in business administration from the Symbiosis Centre for Distance Learning and associate membership of the Institute of Company Secretaries of India. Nitin Jain has been a director since incorporation on 30 March 2013 and managing director since 1 March 2025, with over twelve years in dermatology (AP p.5).

Rishabh Jain, 36, is a whole-time director, a commerce graduate of the University of Delhi, a director from 2013 to 2017 and again since 2 May 2021, with over nine years in the industry (AP p.6). Saurav Ojha, 39, is a whole-time director, a chemistry graduate of Magadh University, previously a regional sales manager at USV Limited and a commercial manager at Sesderma India Private Limited, a director since 30 September 2023 (AP p.6).

Shivani Jain, 46, is a promoter and the largest shareholder. Shivani Jain holds a master's in biotechnology from the Thapar Institute, has been associated with the company since 31 March 2018, was its admin head in FY24, and is a director of Iberia Skin Brands India Private Limited since February 2024 and Iberia Skin Brands Limited, UK since April 2025 (AP p.6).

Promoter economics. Weighted average cost of acquisition per share is ₹1.10 for Shivani Jain, ₹10.80 for Nitin Jain, ₹16.85 for Rishabh Jain and ₹10.16 for Saurav Ojha, against a face value of ₹10 (DRHP p.63). No promoter acquired any share in the last twelve months except under the bonus issue, so the weighted average cost over one year and over eighteen months is nil; over three years it is ₹20.26 across all shares transacted (AP p.10).

The DRHP addresses the spread itself, stating that the lower cost of acquisition reflects investments made at an earlier and riskier stage, and that the disparity may affect investor perception and the trading price after listing (DRHP p.63).

Litigation. One criminal proceeding is outstanding against a promoter, with the amount recorded as not ascertainable because the matter is at the stage of seeking condonation of delay under the Limitation Act and the petition has not yet been received by the promoter (AP p.12). Nothing is outstanding by the promoters and there has been no SEBI or exchange disciplinary action in five years.

A discrepancy between the two filed documents. The abridged prospectus lists the board as six directors and names Shivani Jain as an independent director (AP p.11). The DRHP's management chapter lists six directors, Nitin Jain, Rishabh Jain, Saurav Ojha, Atul Bhola, Harmeet Kaur and Preeti Jain, with Preeti Jain, appointed 21 January 2026, in the sixth seat, and does not name Shivani Jain as a director at all (DRHP p.254, DRHP p.256). The DRHP also states the board comprises one managing director, two whole-time directors and three independent directors including two women (DRHP p.254). This study follows the DRHP.

11Who already owns it

Source: AP p.7. Promoters hold 96.44% and the promoter group a further 1.16%.

The public side is small and named in full: Multiplier Share & Stock Advisors Private Limited at 0.89%, Shyam Sunder Saraogi at 0.85%, Rajasthan Global Securities Private Limited at 0.30%, and four individuals between 0.04% and 0.18% (AP p.7). There is no private equity, no venture capital and no institutional holder of size.

This is a judgement, not a disclosure: on the full 64,75,560 fresh shares, post-issue capital would be 2,59,02,340 shares, the four promoters would hold about 72.33%, and the issue would be about 25.00% of the enlarged capital.

12What changed just before the IPO

• A bonus issue in June 2025 took equity share capital from ₹17.66 lakh to ₹1,942.68 lakh (AP p.8, AP p.9).
• Profit fell in FY26. EBITDA down 22.85% and profit after tax down 21.5%, on revenue up 11.32% (AP p.9).
• Operating cash flow turned positive for the first time in three years, at ₹1,102.75 lakh (AP p.8).
• Own brands went from 4.13% of revenue to 14.11% in two years, while the largest licensed brand, Sesderma, fell in FY26 (AP p.4).
• Two new own brands started. Metacare first reported revenue in FY25 and KeyCi in FY26 (AP p.4).
• Inventory turnover halved, from 3.08× in FY24 to about 1.5× in the two years since (DRHP p.139).
• Supplier concentration moved sharply: the top five third-party manufacturers were 99.01% of third-party purchases in FY24, 65.09% in FY25 and 80.22% in FY26 (AP p.9).
• The executive team was reconstituted. All three executive directors were appointed to their current designations with effect from 1 March 2025, and the two independent directors then appointed took office the same day; a third joined on 21 January 2026 (DRHP p.254, DRHP p.255, DRHP p.256).
• Land was acquired for the first factory, two plots at Jhajjar, Haryana, now the largest object of the issue (AP p.4, AP p.6).
• Non-compliances were disclosed. Delayed filings under the Companies Act and the FEMA non-debt-instrument rules in prior years (AP p.10).
• The bonus shares were allotted on 30 January 2026, 1,92,50,163 shares in the ratio of 109 for every one held, at nil consideration, the last allotment before the issue (DRHP p.94).
• Auditor: no change in the three years before the filing; M/s K R A & Co. was appointed on 30 September 2023 for a term of five years (DRHP p.87).
• Public company: converted from a private limited company in July 2024 (DRHP p.2).

13Capacity and expansion

There is no capacity today. The company states that it does not manufacture any of its products and relies entirely on third-party manufacturers (AP p.9).

Source: AP p.4.

The issue's largest object, ₹3,489.51 lakh, buys plant and machinery for that proposed facility, which the company says will make cosmetic products (AP p.6, AP p.5). The DRHP does not state the capacity that plant will install, when it is expected to commission, or what share of current third-party purchases it is intended to replace.

The chain from capacity to revenue therefore cannot be started here, and the company's own risk factor notes that the proposed facility will depend on uninterrupted electricity, water and fuel (AP p.9).

14Market size and industry structure

As claimed. The industry chapter relies on a CARE report commissioned for this offer document. It puts the Indian dermatology market at about USD 1,799 million in CY25, having compounded at 8.5% over CY21 to CY25, and projects 8.3% a year to about USD 2,908 million by CY31. Within that, clinical dermatology was about USD 746 million in CY25 and is projected at USD 1,163 million by CY31, and derma cosmetics about USD 453.5 million rising to USD 1,084.7 million. India is described as third globally by volume and eleventh by value in pharmaceuticals, with a market of about USD 60 billion in FY26 (AP p.5).

The part that is addressable. Derma cosmetics is where this company sells, and at about USD 453.5 million, roughly ₹3,800 crore, that is the market the six brands compete in, not the USD 60 billion pharmaceutical figure.

What the company is today. Revenue of ₹9,653.70 lakh, about ₹96.5 crore, against a derma-cosmetics market of roughly ₹3,800 crore, is about 2.5%, a ratio computed here from the document's own figures at an exchange rate not stated in it, so it is indicative rather than disclosed.

Every industry figure above comes from the CARE report commissioned by the issuer and is labelled as such.

15Competitive position

The document names two listed peers, set out in section 15, and both are very much larger.

What it gives as the basis for winning business is the distribution machine and the licences behind it: a portfolio spanning dermatology and cardio-diabetic therapies, 289 medical representatives and 472 stockists, continuing medical education programmes with healthcare professionals, a record since 2013 in derma cosmetics with relationships with international brands, and products described as incorporating nanotechnology-based formulations (AP p.5).

Read from the filing: the durable asset in this model is the exclusive distribution right, and the document is explicit that those rights can be terminated, not renewed or modified (AP p.9). The second asset is the field force, which is a cost that must be paid whether or not the licences continue. What the document does not give is the term of any distribution agreement, its renewal date, or whether the arrangements carry minimum purchase commitments.

16Peers the company named

Peers named in the offer document: Eris Lifesciences Limited and Torrent Pharmaceuticals Limited (DRHP p.139).

Source: DRHP p.139; the Torrent figures are truncated in the filed text extract and are shown to the digits legible there.

The company states an industry price-to-earnings range from 29.45× to 78.29× with an arithmetic average of 53.87×, drawn from this two-name set (DRHP p.135).

Two observations. The peer set is 32 times and about 145 times this company's revenue, and both peers manufacture their own products, which this one does not, so the comparison is of therapy areas rather than business models. And an "industry average" computed from two companies is the midpoint of two numbers; the document says as much in its own note.

Where this issue sits against those multiples cannot be said until a price band exists, which is section 16's subject and does not arise at DRHP stage.

17Risks, in plain words

Brand dependence. Two brands were 83.96% of FY26 revenue and 93.43% of FY24 revenue, and both are owned by someone else (AP p.9). The distribution arrangements can be terminated, not renewed, modified or not performed, and the company states so as its second risk factor.

Supply. The company manufactures nothing. The top five third-party manufacturers were 80.22% of third-party purchases in FY26 and 99.01% in FY24 (AP p.9). Products also come as finished imports from the foreign brand owners, so a supply interruption is a revenue interruption with no in-house alternative, until the Haryana plant exists.

Segment. Revenue comes substantially from two segments, derma cosmetics and cardio-diabetic (AP p.10), and derma cosmetics is consumer-preference driven, which the document lists as its own risk.

Geography. Revenue is concentrated in Maharashtra and Delhi (AP p.10). The abridged summary does not quantify it.

Financial. Profit fell in FY26 while revenue grew; return on net worth has fallen from 87.85% to 24.31% in three years as equity quadrupled (AP p.8, AP p.9). Inventory turnover halved over the same period (DRHP p.139).

Compliance. Instances of non-compliance and delayed filings under the Companies Act and the FEMA non-debt-instrument regulations in prior years, with no assurance that penalties will not follow (AP p.10).

Promoters. One criminal proceeding against a promoter, with the amount not ascertainable at this stage (AP p.12). Separately, the DRHP notes that promoters and directors may have interests in entities in businesses similar to the company's, which may create conflicts (DRHP p.63).

Issue-specific. The largest object builds a factory the company has never run; the DRHP states no capacity, no commissioning date and no cost appraisal for it in the abridged summary (AP p.6).

18Litigation and regulatory matters

Source: AP p.11, AP p.12, as at the date of the DRHP, to the extent quantifiable and under the company's materiality policy.

The litigation position is unusually light: nothing at all against the company, no tax proceedings anywhere, and the only matter against a promoter is one criminal proceeding whose amount is recorded as not ascertainable because it is still at the condonation-of-delay stage and the petition has not reached the promoter (AP p.12).

19Related-party transactions

Not read for this study. The abridged prospectus carries no related-party summary, and the related-party note in the restated consolidated financial information was not reached.

The document does flag where the transactions would arise: promoters and directors hold positions in Sespharma India Private Limited, Sesderma India Private Limited, Iberia Skinbrands India Private Limited and Iberia Skinbrands Limited in the United Kingdom (DRHP p.254, DRHP p.255, AP p.6), and one of the distributed brands shares a name with two of those entities. This is a gap in this version of the study rather than a finding, and it will be filled at the red herring prospectus stage.

20What the offer document does not say

• No term or renewal date for any distribution agreement, though 85.89% of revenue depends on three of them (AP p.4, AP p.9).
• No minimum purchase or exclusivity commitment disclosed for those agreements.
• No units, packs or prices, so revenue cannot be separated into volume and price.
• No capacity, cost appraisal or commissioning date for the Haryana facility, the largest object of the issue (AP p.6).
• No explanation for the FY26 margin fall, from a 25.34% EBITDA margin to 17.56% (AP p.9).
• No explanation for inventory turnover halving between FY24 and FY25 (DRHP p.139).
• No state-wise revenue split, though geographic concentration is listed as a risk (AP p.10).
• No doctor coverage or prescription data, for a business built on a field force of 289 representatives.
• A board that differs between the two filed documents, as section 09 sets out (AP p.11, DRHP p.256).
• No price band, lot size or issue dates, which is normal at DRHP stage.

21Five questions for management

1. When does each of the Sesderma, Mediderma and Noreva distribution agreements expire, and on what notice can the brand owner end it?
2. The EBITDA margin went from 25.34% in FY25 to 17.56% in FY26 on higher revenue. Which cost line rose, and is the ₹1,690.00 lakh of branding spend in the objects a continuation of it?
3. Inventory turnover halved from 3.08× to about 1.5×. How much of the closing FY26 stock is imported finished goods, and what is the shelf-life profile?
4. What capacity will the Haryana plant install, which of the current third-party-manufactured products will move to it, and by when?
5. The abridged prospectus and the DRHP name different sixth directors. Which is correct, and was Shivani Jain, who holds 54.04%, ever proposed as an independent director?

2Sources and cited facts

This study was read from 2 documents the company filed. The 95 figures it cites are listed under the document each came from, with the page and the sentence as printed.