Swara Baby Products Limited IPO

01At a glance

What the company does — contract-manufactures baby and adult pant- and tape-style diapers, sanitary napkins and panty liners for other companies' brands, and sells its own brand of baby and adult diapers online (AP p.3). The report cited in the offer document calls it the largest contract manufacturer of baby diapers in India by FY2025 revenue, with a 37% share by value (AP p.3).

Who pays it — consumer brands that market the products under their own names; the largest, its promoter Brainbees Solutions, was 22.64% of FY26 revenue, and the top ten 80.31% (DRHP p.28, DRHP p.29). India provided 98.50% of FY26 revenue (AP p.3).

Why it is raising money — ₹1,982.06 million for a new plant at Pithampur, ₹1,000.00 million to repay the company's borrowings, ₹275.00 million to repay subsidiaries' borrowings, and the rest for unidentified acquisitions and general purposes (AP p.6, AP p.7).

How fast it has grown — revenue from ₹7,500 million in FY24 to ₹9,430 million in FY25 and ₹11,639 million in FY26 (AP p.8).

The one thing to understand — a manufacturer tied closely to its main shareholder, which is also its main customer and a lender, and which is selling in the IPO. Brainbees Solutions holds about 76.6% of the shares, provided 22.64% of FY26 revenue, had ₹998.09 million of unsecured loans outstanding to the company at May 2026, and is offering ₹3,000 million of shares (our arithmetic, AP p.1, DRHP p.28, DRHP p.44, DRHP p.104).

02The business, in plain words

A diaper contract manufacturer runs production lines that make diapers and napkins to each customer's specification and packs them under the customer's brand; the brand owners market them to consumers.

A baby-products retailer wants its own-label pant diapers → it orders them from Swara in agreed sizes and specifications → Swara makes and packs them at its Madhya Pradesh plants → the retailer pays on agreed terms and offers them to parents.

Earnings equation: Profit ≈ units produced × (price per unit − materials) − plant costs − interest. Gross margin was 30.66% and EBITDA margin 16.56% in FY26 (AP p.8).

03Where the money comes from

Source: DRHP p.28, DRHP p.29, AP p.9, AP p.10.

04The growth record

Source: AP p.8. The figures treat Solis Hygiene, acquired on 30 December 2025 under common control, as consolidated from April 2023, and include K.A. Enterprises (Hygiene) only from 25 December 2025 (AP p.9).

05What the growth is made of

Volume. Units produced rose 64% in two years and manufacturing lines from 12 to 20, while EBITDA margin fell by nearly four points (our arithmetic, AP p.8, AP p.9). Baby diapers fell from 86.92% to 78.34% of revenue as other products grew faster (AP p.10).

06Earnings quality

Operating cash flow of ₹1,322.15 million over FY24 to FY26 was about half of profit of ₹2,702.33 million, and investing outflows were ₹3,725.21 million (our arithmetic, AP p.8). Return on capital employed fell from 27.65% to 16.19% (AP p.8). Net working capital was 69 days in FY26 (AP p.9).

07The balance sheet

Source: AP p.8, AP p.9. Unsecured loans from Brainbees Solutions were ₹998.09 million at 31 May 2026 (DRHP p.44).

08What the money is for

Source: AP p.6, AP p.7. Acquisitions and general purposes together may not exceed 35% of the gross proceeds (AP p.7).

09Who is selling

Source: AP p.1.

10Promoters

The promoters are Alok Birla, Sangita Birla, Udit Alok Birla, Brainbees Solutions Limited and Anadya Bon Merchari LLP, who together hold 95.18% (AP p.5, DRHP p.104). Two of the eight directors are nominees of Brainbees Solutions (AP p.11). Proceedings against the promoters include one criminal, 12 tax, two regulatory and one civil matter, involving ₹167.09 million (AP p.12).

11Who already owns it

Source: DRHP p.104. The shares are our arithmetic from the share counts.

12What changed just before the IPO

• Acquisitions — Solis Hygiene and K.A. Enterprises (Hygiene) acquired in December 2025 (AP p.9).
• Share split and bonus — ₹10 shares split into ₹2 shares, and one bonus share for every three, in January 2026 (DRHP p.157).
• Margins — EBITDA margin down two years running (AP p.8).

13Capacity and expansion

The company makes its products at four plants, all in Madhya Pradesh (AP p.9). The Pithampur project adds capacity for 1,464 million baby diapers, 252 million adult diapers and 192 million sanitary napkins a year, taking totals to 4,124 million, 505 million and 948 million (AP p.6).

14Market size and industry structure

The TKC report cited in the offer document values India's diaper market at ₹138.2 billion in FY2025 and projects ₹251.6 billion by FY2030 (AP p.5). Those projections are TKC's, and newboard has not tested them.

15Competitive position

What the document claims, and what it rests on:

• Scale in contract manufacturing — a 37% share of baby-diaper contract manufacturing and 36% of adult diapers by value in FY2025, per the report cited (AP p.3).
• Anchor customer — a promoter that is also the largest buyer (DRHP p.44).

Against that: concentration on one customer and one product, four plants in one state, imported raw materials and machinery, and falling margins (AP p.8, AP p.9, AP p.10).

16Peers the company named

None. The document says there are no listed companies in India or abroad comparable in business model and scale (DRHP p.153).

No P/E is possible for the company until a price band is set.

17Risks, in plain words

• Related customer. The largest customer is a promoter that is also selling shares (DRHP p.44, AP p.1).
• Customers. Ten customers were 80% of FY26 revenue (AP p.9).
• Margins. EBITDA margin fell from 20.48% to 16.56% (AP p.8).
• One state. All four plants in Madhya Pradesh (AP p.9).
• Imports. Key raw materials from the United States and China, and machinery from China (AP p.10).

18Litigation and regulatory matters

Source: AP p.11, AP p.12.

19Related-party transactions

Brainbees Solutions buys products from the company, has lent it money, and pays it monthly rent under a lease (DRHP p.44). K.A. Enterprises, a firm in which Sangita Birla has been a partner, was a customer providing 2.70% of FY26 revenue (DRHP p.29, AP p.5).

20What the offer document does not say

In the sections read for this study, the document does not give:

• The terms of the ₹998.09 million loans from Brainbees Solutions, in the pages read.
• What was paid for Solis Hygiene and K.A. Enterprises (Hygiene), in the pages read.
• Who the other nine top customers are; they did not consent to be named (DRHP p.29).
• What the criminal proceedings against the promoters and directors concern, in the pages read.
• The price band, lot size or issue dates, which is normal at DRHP stage.

21Five questions for management

1. On what pricing terms does the company supply Brainbees Solutions?
2. Why did EBITDA margin fall while volumes rose?
3. Will Brainbees Solutions remain a customer if its stake falls after the offer?
4. Why did operating cash flow fall to ₹185 million in FY26?
5. What acquisitions might the unidentified-acquisitions object fund?

2Sources and cited facts

This study was read from 2 documents the company filed. The 28 figures it cites are listed under the document each came from, with the page and the sentence as printed.