Carnet Books Limited IPO

01At a glance

What the company does: makes exercise books, notebooks, practical record books, laboratory notebooks and lab manuals at one facility in Athirampuzha, Kottayam, and has novels, children's books and educational titles printed by outside printers to market under its own imprint (DRHP p.112).

Who pays it: schools, colleges, coaching institutions, wholesalers and stationery retailers, mostly in Kerala, plus a few export buyers in Oman, the USA and the UAE (DRHP p.130, DRHP p.120). The largest customer brought 24.77% of FY26 revenue and the top ten 56.40% (DRHP p.20). Related parties bought 41.34% of FY26 revenue (DRHP p.35).

Why it is raising money: ₹10.0 crore for working capital and ₹1.8 crore for general corporate purposes, out of a fresh issue of ₹13.3 crore; issue expenses take ₹1.5 crore (DRHP p.86).

How fast it has grown: revenue from ₹11.2 crore in FY24 to ₹14.8 crore in FY26, about 14.8% a year, and profit after tax from ₹0.40 crore to ₹1.8 crore, about 110.3% a year (our arithmetic, DRHP p.53).

The one thing to understand: much of the business runs through companies and firms tied to the promoters. In FY26, 41.34% of sales went to related parties and 63.65% of purchases came from them; read from the filing, the largest customer's FY26 sales of ₹3.7 crore match exactly the company's FY26 sales to the related firm Trio Trading (DRHP p.35, DRHP p.56, DRHP p.20).

02The business, in plain words

What Carnet Books does

Carnet Books turns reels of writing paper and sheets of board into school exercise books, notebooks and laboratory record books. Its rented unit cuts the paper from the reel, prints ruling lines, binds, inspects, packs and stores the books before dispatch to schools, wholesalers and shops (DRHP p.117, DRHP p.135). A second line of work, started in 2025, is publishing: novels, children's books and educational titles whose printing is done by outside printers, while the company picks the content, approves covers, checks quality and stores and distributes the finished books (DRHP p.112, DRHP p.133).

A school, college, wholesaler, retailer or export buyer orders exercise or record books → the company buys paper reels, board and ink, mostly from Kerala suppliers → it cuts, rules, prints, binds and packs at Athirampuzha, Kottayam → it invoices the buyer, on credit (DRHP p.128, DRHP p.117, DRHP p.87).

The company was incorporated in October 2020 and became a public company in August 2026 (DRHP p.2). It owns no factory: the manufacturing unit and registered office, the staff quarters and the godown are all rented on 11-month agreements dated August 6, 2026, for ₹92,610, ₹10,000 and ₹35,000 a month (DRHP p.135).

The plant list is short, one flexo printing machine, three binding machines, one paper cutter, one lamination machine and a few packing and pressing machines (DRHP p.129). It had 43 employees at March 31, 2026, down from 57 a year earlier (DRHP p.40). The CARNET wordmark is registered in the name of the promoter Alex Kuruvilla, and the company uses it under a no objection letter dated September 1, 2026 (DRHP p.37).

Earnings equation: Revenue = books sold × average price per book. The document gives installed capacity and actual production in numbers of books, 1,15,45,060 books produced in FY26 (DRHP p.130), but not books sold or average prices, so the equation cannot be filled in from the filing.

03Where the money comes from

By product (₹ crore):

Source: DRHP p.119, converted from ₹ lakh. Record books and publications went from 26.54% of revenue in FY24 to 42.71% in FY26, while exercise books and notebooks went from 73.46% to 57.29% (DRHP p.119). The risk factors print FY26 record book revenue as ₹628.48 lakh, against ₹630.26 lakh in the accounts (DRHP p.21, DRHP p.206).

By geography, Kerala brought 94.48% of FY26 revenue, against 82.47% in FY24 (DRHP p.119). Exports fell from ₹1.9 crore in FY24, 16.81% of revenue, to ₹0.71 crore in FY26, 4.84%; FY26 exports went almost entirely to Oman (DRHP p.36, DRHP p.120). All revenue is from private buyers and none from government (DRHP p.206).

Carnet Books customers: how concentrated the revenue is

Source: DRHP p.20, DRHP p.126. Revenue depends on a few customers, and a large part of it on related parties: ten customers brought ₹8.3 crore of FY26 revenue of ₹14.8 crore, and related parties ₹6.1 crore (DRHP p.206). The document does not name the customers in this table. Read from the filing: the largest customer's FY26 figure of ₹365.49 lakh is the same as the company's FY26 sales to Trio Trading, and the largest FY25 customer's ₹159.68 lakh is the same as FY25 sales to Carnet Books International Private Limited, both related parties (DRHP p.20, DRHP p.56). There are no long-term contracts with customers (DRHP p.20).

On the supply side, the top supplier was 33.66% of FY26 purchases and the top ten 93.83% (DRHP p.20). Read from the filing: the top supplier's FY26 figure of ₹347.22 lakh is the same as FY26 purchases from Carnet Books International Private Limited (DRHP p.20, DRHP p.56). Purchases of "unfinished books" rose from ₹0.41 crore in FY25 to ₹4.4 crore in FY26, 42.70% of all purchases (DRHP p.128).

04The growth record

Carnet Books financials: revenue, profit and margins

Source: DRHP p.53, DRHP p.54, DRHP p.52, DRHP p.97, converted from ₹ lakh. Revenue went from ₹11.2 crore in FY24 to ₹14.8 crore in FY26 and profit after tax from ₹0.40 crore to ₹1.8 crore (DRHP p.53). The KPI table works out PAT margin on total income, not on revenue; on revenue it is about 3.5%, 8.7% and 11.9% (our arithmetic, DRHP p.53). The abridged prospectus prints RoNW and RoCE the other way round from the KPI table (AP p.6, DRHP p.97).

Our arithmetic over FY24 to FY26: revenue grew about 14.8% a year (our arithmetic, DRHP p.53), EBITDA about 68.0% a year (our arithmetic, DRHP p.97) and profit after tax about 110.3% a year (our arithmetic, DRHP p.53). EBITDA margin moved from 11.00% to 23.55%, up 1,255 basis points, so from 11.0% to 23.6% rounded (DRHP p.97). Year by year, revenue grew 10.00% in FY25 and 19.86% in FY26 (DRHP p.234, DRHP p.232).

The year ends on March 31 throughout. The restatement cut profit in every year, mainly because marketing and brand promotion costs that had been booked as intangible assets were moved back into expenses: profit after tax in the audited books was ₹0.96 crore, ₹1.4 crore and ₹1.9 crore, against restated ₹0.40 crore, ₹1.1 crore and ₹1.8 crore (DRHP p.193). The auditor, Ayyar & Cherian, audited all three years and reports no qualifications (DRHP p.178).

What sits around the record:

• Cash: operating cash flow was −₹0.59 crore in FY26, after ₹1.2 crore in FY25 and ₹0.38 crore in FY24 (DRHP p.54). In FY26 other current assets absorbed ₹2.7 crore and inventory ₹2.2 crore (DRHP p.54).
• Other income was ₹0.15 crore, about 6.2% of FY26 profit before tax of ₹2.4 crore (our arithmetic, DRHP p.53); it was 44.6% in FY24, mostly a KSIDC subsidy (our arithmetic, DRHP p.53, DRHP p.207).
• Debt: borrowings were ₹8.9 crore at March 31, 2026 against cash of ₹0.05 crore (DRHP p.52), debt to equity 1.18 times, so 1.2× (DRHP p.97), and net debt of ₹8.9 crore about 2.5× FY26 EBITDA (our arithmetic, DRHP p.97). Return on capital employed was 30.03%, so 30.0% rounded (DRHP p.97). A further ₹2.8 crore of loans was sanctioned and drawn between April and August 2026 (DRHP p.227).
• Customers and suppliers: the largest customer was 24.77% of FY26 revenue, so 24.8% rounded, and the top ten 56.40%, so 56.4% (DRHP p.20); the top ten suppliers were 93.83% of FY26 purchases, so 93.8% (DRHP p.20).
• Related-party sales were ₹6.1 crore in FY26, 41.34% of revenue, up from 18.67% in FY24; related-party purchases were ₹6.6 crore, 63.65% of purchases (DRHP p.35).
• Advances: other current assets were ₹4.2 crore at March 2026, of which ₹3.2 crore was trade and supplier advances (DRHP p.201), including a ₹1.85 crore trade advance to the related firm Trio Books (DRHP p.220).
• Inventory: ₹7.5 crore at March 2026 against ₹3.1 crore two years earlier; inventory holding was 335 days of FY26 (DRHP p.52, DRHP p.88).
• Capacity: the unit ran at 52.86% of installed capacity in FY26, so 52.9% rounded (DRHP p.130).
• Contingent liabilities: nil, and no capital commitments (DRHP p.55).
• Industry: the company places itself in the paper stationery and publishing industry, within paper and paper products (DRHP p.104, AP p.2).

05What the growth is made of

Revenue rose ₹3.6 crore from FY24 to FY26 (our arithmetic, DRHP p.53). The document attributes it to the record books and publications line, which added ₹3.3 crore, while exercise books and notebooks added ₹0.23 crore (DRHP p.231).

Products: record books and other publications went from ₹3.0 crore to ₹6.3 crore; the company exported its first publication consignment to the USA in October 2025 (DRHP p.119, DRHP p.149).

Geography: domestic sales rose ₹4.7 crore, almost all in Kerala, while exports fell ₹1.2 crore (our arithmetic, DRHP p.119).

Customers: sales to related parties rose from ₹2.8 crore in FY24 to ₹6.1 crore in FY26, and sales to Trio Trading alone from ₹1.2 crore to ₹3.7 crore (DRHP p.56). The rise in related-party sales, ₹3.3 crore, is close to the whole rise in revenue (our arithmetic, DRHP p.56, DRHP p.53).

Volume: production went from 76,67,804 books in FY24 to 1,15,45,060 in FY26 on the same installed capacity (DRHP p.130). The document gives no books sold and no prices by product, so the increase cannot be split into volume and price. That is the finding.

Margin: the document attributes the margin step mainly to lower other expenses, which fell from ₹3.4 crore in FY24 to ₹2.5 crore in FY26 (DRHP p.231, DRHP p.53). The largest single fall was marketing expenses, from ₹0.78 crore to ₹0.15 crore (DRHP p.208).

06Earnings quality

The item that needs explaining is the gap between the books and the restated accounts. Over FY24 to FY26 the restatement took ₹1.0 crore out of profit, ₹0.57 crore of it in FY24 alone, by expensing marketing and brand costs that had been carried as intangible assets and moving a reimbursable part into advances (DRHP p.193). A second item is working capital: inventory rose to ₹7.5 crore, with work in progress at ₹3.2 crore against nil two years earlier (DRHP p.200).

The stock statements given to the bank did not match the books. At March 31, 2026 inventory was ₹5.3 crore in the bank statement and ₹7.5 crore in the books, which the company says is because some work in progress was left out; at March 31, 2024 receivables were ₹3.7 crore in the bank statement and ₹6.7 crore in the books, because the bank figure excluded related parties (DRHP p.211). At March 31, 2024 all but ₹0.02 crore of the ₹6.7 crore of receivables was six months to a year old (DRHP p.200).

07The balance sheet

At March 31, 2026 total assets were ₹19.0 crore: inventories ₹7.5 crore, trade receivables ₹4.9 crore, other current assets ₹4.2 crore, property, plant and equipment ₹2.3 crore and cash ₹0.05 crore (DRHP p.52). Against them: short-term borrowings ₹6.5 crore, long-term borrowings ₹2.4 crore, trade payables ₹1.0 crore, other current liabilities ₹0.82 crore, short-term provisions ₹0.61 crore and net worth ₹7.6 crore (DRHP p.52). Vehicles are the largest fixed asset block, ₹1.8 crore gross of ₹3.9 crore (DRHP p.204).

Borrowings at March 31, 2026: a Federal Bank cash credit of ₹5.4 crore at 8.30%, KSIDC working capital term loans of ₹1.8 crore at 8.50% to 10.00%, vehicle loans of ₹1.0 crore, and unsecured loans of ₹0.76 crore from Yes Bank and L&T Finance at 15.00% (DRHP p.224, DRHP p.227).

The loans carry personal guarantees of Alex Kuruvilla and Jyolsna Alex and are secured partly on land owned by the two promoters, on an apartment owned by Mathew Kuruvilla, who is a co-obligant, and on land in Ernakulam owned by Lakshmi and by Rathish and Lekshmi Rathish, two of whom are co-obligants (DRHP p.225, DRHP p.226). Yes Bank had not given its consent to the issue at filing (DRHP p.26).

Source: DRHP p.218, DRHP p.86. The capitalisation statement adds the gross issue of ₹13.3 crore to shareholders' funds and leaves debt unchanged; no issue money goes to repay loans (DRHP p.218, DRHP p.254). The working capital plan still assumes short-term borrowings of ₹5.5 crore at March 2027 and ₹5.0 crore at March 2028 (DRHP p.88).

08What the money is for

Carnet Books IPO objects: what the money is for

Source: DRHP p.86, DRHP p.91.

Working capital, ₹10.0 crore: ₹7.0 crore in FY27 and ₹3.0 crore in FY28 (DRHP p.86). The company projects its working capital gap rising from ₹14.2 crore at March 2026 to ₹22.6 crore at March 2027 and ₹29.6 crore at March 2028, on 121 receivable days and about 300 inventory days (DRHP p.88). The FY28 instalment is printed as ₹298.83 lakh in the schedule and ₹298.93 lakh in the sources table (DRHP p.86, DRHP p.88).

General corporate purposes, ₹1.8 crore: not yet identified (DRHP p.42).

Issue expenses, ₹1.5 crore: ₹0.91 crore of it is the lead manager's fee including underwriting (DRHP p.91).

The objects have not been appraised by any bank or financial institution, and no monitoring agency is required because the issue is below ₹50 crore (DRHP p.93, DRHP p.60).

Into the business ₹13.3 crore gross, ₹11.7 crore after issue expenses, from 29,49,000 new shares at ₹45 (DRHP p.86). To selling shareholders nothing; there is no offer for sale (DRHP p.1).

09Who is selling

Carnet Books IPO offer for sale: who is selling

Source: DRHP p.1. The issue is entirely new shares, 29,49,000 of them, of which 1,50,000 are reserved for the market maker (DRHP p.51). Promoters and promoter group will not take part in the issue (DRHP p.85).

10Promoters

The promoters are Alex Kuruvilla, Jyolsna Alex and Kuruvilla Alex, who together hold 72.87% of the company (DRHP p.76). The director and promoter tables give Alex Kuruvilla as Jyolsna Alex's husband and as Kuruvilla Alex's father (DRHP p.171), and the promoter group table lists them as spouse and son (DRHP p.174). The management chapter, though, states that none of the directors are related to each other (DRHP p.157). The promoter chapter also opens by naming Alex Kuruvilla as the only promoter (DRHP p.170).

Alex Kuruvilla, 51, Class 10 passed, is Managing Director; the document gives over 5 years with the company and 4 years before it in a similar business (DRHP p.153, DRHP p.156). Jyolsna Alex, 45, a Master of Science, is Whole-time Director (DRHP p.154). Kuruvilla Alex, 20, an undergraduate student, joined as a non-executive director on July 13, 2026 and oversees the finance function (DRHP p.154, DRHP p.156).

Pay: remuneration from the company to Alex Kuruvilla and Jyolsna Alex was ₹0.22 crore in FY24 and ₹0.22 crore in FY26 (DRHP p.56). The new terms from September 4, 2026 are a basic salary of ₹2,00,000 a month for the Managing Director and ₹1,00,000 a month for the Whole-time Director, plus provident fund and gratuity (DRHP p.158).

Other businesses and group companies: the group companies are Carnet Books International Private Limited (notebooks, publishing and stationery, the same line of business), Bluepond Water Technologies Private Limited (water treatment) and Nandikesam Naturals Private Limited (ayurvedic and natural healthcare) (DRHP p.246, DRHP p.247, DRHP p.248). Alex Kuruvilla also runs AJ Paper Products, a proprietorship in a similar line of business (DRHP p.153, DRHP p.34). Carnet Books International and AJ Paper Products have signed a non-compete agreement with the company (DRHP p.34). Kuruvilla Alex retired from the related firms Trio Books and Trio Trading on July 13, 2026 (DRHP p.173, DRHP p.219).

Guarantees and loans: Alex Kuruvilla and Jyolsna Alex guarantee the bank and KSIDC loans and have pledged their own land as collateral (DRHP p.225, DRHP p.226). Alex Kuruvilla lent the company ₹1.7 crore and was repaid ₹1.9 crore in FY26, with nothing owed at March 2026 (DRHP p.56, DRHP p.57). No promoter shares are pledged (DRHP p.76).

Cases: no criminal, regulatory or material civil cases against the promoters (DRHP p.239). The director Shravan Kannan Dev has an income tax demand of ₹1,875 (DRHP p.241).

Promoter economics: the average cost of the promoters' shares is ₹0.39 for Alex Kuruvilla, ₹0.82 for Jyolsna Alex and ₹8.22 for Kuruvilla Alex (DRHP p.30). Alex Kuruvilla and Jyolsna Alex subscribed at ₹10 a share in 2020 to 2022; Kuruvilla Alex took a rights allotment at ₹380.95 in July 2024; the rest of each holding came from a 12:1 bonus on September 23, 2026 and from gifts (DRHP p.76, DRHP p.77, DRHP p.78). Alex Kuruvilla gifted shares to more than a dozen people between 2022 and March 2026 and transferred 3,883 shares to Susan C Jacob for cash at ₹515 on June 9, 2026 (DRHP p.77).

11Who already owns it

Carnet Books promoter holding before and after the IPO

Source: DRHP p.75, DRHP p.76, AP p.4. There are 75,75,646 shares of ₹10 before the issue and 45 shareholders (DRHP p.51, DRHP p.78). With 29,49,000 new shares the total becomes 1,05,24,646, and the promoters' holding goes from 72.87% to 52.45%, so 72.9% → 52.5% (DRHP p.76). The issue is 28.02% of the post-issue capital (DRHP p.2).

All other shareholders are individuals. Roshin Paulose Plamoottil came in by private placements of 25,725 shares in December 2023 and 28,277 shares at ₹450.89 in July 2025 (DRHP p.70, DRHP p.71). The capital table prints the December 2023 price as ₹380.95 and the allotment note as ₹400 (DRHP p.69, DRHP p.70).

Midhun S took rights shares at ₹400 in 2023, and is also a director and 5% shareholder of Carnet Books International (DRHP p.70, DRHP p.246). Ratish V A holds 20% of Bluepond and 25% of Nandikesam (DRHP p.247, DRHP p.248). The general manager Visobh Vijayan holds 1.71% (DRHP p.169). 13,76,508 bonus shares sit in an unclaimed suspense escrow account because the holders' original shares are still in physical form (DRHP p.26).

12What changed just before the IPO

• Revenue and profit: revenue went from ₹11.2 crore in FY24 to ₹14.8 crore in FY26 and profit after tax from ₹0.40 crore to ₹1.8 crore (DRHP p.53).
• Receivables: receivable days went from 218 in FY24 to 121 in FY26 (DRHP p.88).
• Promoter pay was ₹0.22 crore in FY24 and ₹0.22 crore in FY26 (DRHP p.56).
• Related-party trade: sales to related parties went from 18.67% of revenue in FY24 to 41.34% in FY26, and purchases from 13.67% to 63.65% (DRHP p.35). Purchases from Carnet Books International, incorporated in September 2023, started in FY25 (DRHP p.56, DRHP p.246).
• Restatement: audited profit was cut by ₹1.0 crore over three years when capitalised marketing costs were expensed (DRHP p.193).
• Bonus issue: 12:1, allotted September 23, 2026, 69,92,904 shares, the last allotment before the IPO, with no price paid; the capital table labels it 10:1 (DRHP p.95, DRHP p.69).
• Private placement: 28,277 shares at ₹450.89 to Roshin Paulose Plamoottil on July 10, 2025, ₹34.68 a share after the bonus (DRHP p.71, DRHP p.99). No pre-IPO placement is proposed from the draft to listing (DRHP p.85).
• Public company: converted with a fresh certificate dated August 4, 2026 (DRHP p.2).
• Auditor: no change in the period; Ayyar & Cherian audited FY24, FY25 and FY26 (DRHP p.178).
• Board and management: Kuruvilla Alex joined the board on July 13, 2026, two independent directors on September 1, 2026 and Tinu Joseph on September 4, 2026; the CFO joined on September 1, 2026 and the company secretary on September 16, 2026, after a first company secretary served from September 1 to September 15, 2026 (DRHP p.160, DRHP p.169).
• Licences: the factory licence was issued on September 23, 2026 and the pollution control white category intimation on September 11, 2026 (DRHP p.244).
• Borrowings: ₹2.8 crore of new loans drawn between April and August 2026 (DRHP p.227).

13Capacity and expansion

Source: DRHP p.130, as certified by the statutory auditor. Actual production was 76,67,804, 87,66,248 and 1,15,45,060 books (DRHP p.130). The issue funds no new capacity; the money goes to working capital (DRHP p.86). Published books are printed outside and are not part of this capacity (DRHP p.112). The document gives capacity and production but not books sold, so the step from capacity to revenue cannot be made here.

14Market size and industry structure

Carnet Books industry: market size and growth

As claimed: the industry chapter is not a commissioned report. It is drawn mainly from www.ibef.org and other public sources, which the company says it has not verified (DRHP p.104). It sizes paper and packaging as a whole, not notebooks or stationery. The figures it gives are the overall paper and packaging market in India at about US$12.9 billion in 2025, and the domestic paper packaging market at about ₹1,67,110 crore as of August 2025 (DRHP p.107, DRHP p.106).

The part that is addressable: the company sells exercise books, notebooks, record books and published books, almost all in Kerala, with exports of ₹0.71 crore in FY26 (DRHP p.119, DRHP p.36). The chapter gives no size for the notebook, exercise book, school stationery or book publishing market, in India or in Kerala.

What the company is today: FY26 revenue of ₹14.8 crore (DRHP p.53). Because the chapter sizes only paper and packaging as a whole, no meaningful share of the company's own market can be worked out from it.

Size over time: the chapter cites IBEF figures for the paper and packaging market rising from US$12.9 billion in 2025 to US$13.7 billion in 2026, and the report projects US$21.7 billion by 2033 (DRHP p.107). It says the domestic paper packaging market is projected to grow about 19.48% a year to about ₹4,06,866 crore by 2030 (DRHP p.106). These are the source's projections, not figures from the company's accounts.

On production, it says India makes about 5% of the world's paper and ranks 15th, with demand expected near 30 million tonnes by 2027 (DRHP p.105). It also puts installed paper and paperboard capacity in Fiscal 2025 at 5.20 million tonnes, with production of 4.94 million tonnes and utilisation of 95.03% (DRHP p.105).

Yet the same page says about 850 mills produce about 25 million tonnes a year, rising to about 35 million tonnes by Fiscal 2030, and the two sets of figures cannot both describe the same industry (DRHP p.105). Mills in the Indian Paper Manufacturers Association made 5,208 thousand tonnes in Fiscal 2026 on capacity of 5,368 thousand tonnes, 97.01% utilisation (DRHP p.107).

Segments: the chapter divides paper and packaging into writing and printing paper, packaging paper and specialised papers, and packaging into flexible, 54.32% of the market in 2024, and rigid (DRHP p.105, DRHP p.106). Paper and paperboard were about 39% of the packaging material mix in 2024 (DRHP p.106). The company sits in paper stationery, printing and publishing, a segment the chapter names but does not size (DRHP p.110).

What drives demand: the chapter names growth in education and literacy, school enrolment and demand for notebooks and printed educational material as the driver for paper stationery (DRHP p.108). The other drivers it lists, e-commerce, FMCG and retail growth, and rules favouring paper over plastic, bear mostly on packaging (DRHP p.108, DRHP p.109).

Structure: the chapter describes a mix of large integrated paper makers and many small firms; packaging alone has about 22,000 units, about 85% of them small and medium enterprises (DRHP p.110, DRHP p.106). The business chapter calls the notebook and exercise book industry "highly fragmented", with national brands, many small unorganised makers and some imports (DRHP p.130). The risk factors describe low entry barriers (DRHP p.32). Neither chapter names a single competitor, and no market shares are given.

Inputs and trade: paper reels and paper board are the main inputs, with ink, stitching wire, glue and lamination film (DRHP p.127). Paper reels were 52.01% of FY26 purchases, and 94.27% of purchases came from Kerala suppliers (DRHP p.128). India imported about 2,552.8 thousand tonnes of paper, paperboard and newsprint in Fiscal 2026 and exported about 1,536.5 thousand tonnes, of which uncoated writing and printing paper was about 398.4 thousand tonnes (DRHP p.107, DRHP p.108). The company says printing ink and art paper are partly imported, while its accounts show no foreign currency spending in any of the three years (DRHP p.20, DRHP p.213).

Rules: 100% foreign direct investment is allowed in paper and pulp under the automatic route, with inflows of ₹10,783.60 crore from April 2000 to March 2026 (DRHP p.109). GST on packing paper, cartons and corrugated boxes is 5% (DRHP p.109). The laws the company lists include the Factories Act, the Kerala Shops and Commercial Establishments Act, the water and air pollution Acts, labour codes and fire safety laws (DRHP p.137, DRHP p.139, DRHP p.143). It holds a factory licence, a white category pollution control intimation, a trade licence from the Athirampuzha Grama Panchayat and an importer exporter code (DRHP p.244). It reports no approvals pending or expired (DRHP p.245).

What the chapter says can go wrong: paper prices that move faster than selling prices, energy and input costs, competition from organised and unorganised makers, and demand that follows the academic calendar (DRHP p.23, DRHP p.105, DRHP p.32). The risk factors call the business seasonal, while the MD&A says it is not seasonal (DRHP p.23, DRHP p.237).

15Competitive position

Carnet Books competitors

Source: DRHP p.97. The document names no competitor and no listed peer, saying no listed company in India has a business model exactly like its own (DRHP p.96). No comparison can be made from the filing.

What the company puts forward: in-house manufacturing, a range of sizes and formats, the ability to make customised books for institutions, a base in Kerala and some export business, quality checks and the promoters' experience (DRHP p.121, DRHP p.122). Against that: the company rents its only unit and godown on 11-month terms, depends on Kerala for 94.48% of revenue, on related parties for 41.34% of sales and on ten suppliers for 93.83% of purchases, and does not own the CARNET wordmark (DRHP p.32, DRHP p.119, DRHP p.35, DRHP p.20, DRHP p.37).

16Peers the company named

Peers named in the offer document: none (DRHP p.96).

The basis for issue price chapter leaves out an industry comparison because, it says, no listed company in India has an exactly similar business model (DRHP p.96). The document prints its own P/E at the ₹45 issue price as 19.43 on FY26 earnings per share of ₹2.32 after the bonus (DRHP p.96, DRHP p.95). This study does not compare that figure with anything, because the document names nothing to compare it with.

17Risks, in plain words

Carnet Books IPO risks

Customers: related parties: 41.34% of FY26 revenue came from related parties, and the largest customer's FY26 sales match the company's sales to Trio Trading (DRHP p.35, DRHP p.20, DRHP p.56) → if the related firms order less, revenue falls by a share the company has not shown it can replace → related-party sales were ₹6.1 crore of ₹14.8 crore in FY26 (DRHP p.206).

Suppliers: the top ten suppliers were 93.83% of FY26 purchases, and related parties 63.65% (DRHP p.20, DRHP p.35) → supply and pricing depend on a few parties, some tied to the promoters → there are no long-term supply contracts (DRHP p.20).

Financial: cash and working capital: operating cash flow was −₹0.59 crore in FY26 against ₹1.8 crore of profit, as inventory and advances rose (DRHP p.54) → growth needs more money tied up in stock and advances → inventory holding was 335 days of FY26 (DRHP p.88).

Financial: debt: borrowings of ₹8.9 crore against net worth of ₹7.6 crore, with more drawn after March (DRHP p.52, DRHP p.227) → interest took ₹0.66 crore in FY26 (DRHP p.53) → none of the issue money repays debt (DRHP p.254).

Business: one place: one rented unit of 8,000 sq. ft. and one godown of 3,000 sq. ft., both on 11-month agreements (DRHP p.22, DRHP p.135) → a fire or a lease that is not renewed stops production; a fire at a storage shed in December 2024 led to an insurance claim of ₹11.80 lakh settled for ₹5.06 lakh (DRHP p.33).

Business: Kerala: 94.48% of FY26 revenue came from Kerala (DRHP p.119) → demand in one state drives the business → exports fell from 16.81% of revenue in FY24 to 4.84% in FY26 (DRHP p.36).

Promoters: brand: the CARNET wordmark belongs to Alex Kuruvilla and the company uses it under a letter dated September 1, 2026 (DRHP p.37) → if that permission ends, the company would have to rebrand → the logo application is still pending (DRHP p.37).

Financial: earnings record: the restatement cut audited profit by ₹1.0 crore over three years, and bank stock statements differed from the books by ₹2.1 crore of inventory at March 2026 (DRHP p.193, DRHP p.211) → the reported record depends on how costs and stock are counted.

Legal and compliance: late ROC filings of up to 238 days and repeated late GST, provident fund and ESI filings (DRHP p.27, DRHP p.28, DRHP p.29) → penalties can follow if authorities act → late fees were paid and no notice has been received (DRHP p.27).

Issue-specific: no monitoring agency, ₹1.8 crore for unidentified general corporate purposes, and Yes Bank's consent to the issue still pending at filing (DRHP p.42, DRHP p.26) → the promoters' average cost is ₹0.39 to ₹8.22 a share against the ₹45 issue price (DRHP p.30).

18Litigation and regulatory matters

Cases against Carnet Books and its promoters

Criminal: none against the company, promoters, directors, key managerial personnel or group companies; the only criminal case is the company's own cheque complaint for ₹74,385 (DRHP p.239, DRHP p.240). Regulatory: no actions by statutory or regulatory authorities against any of them (DRHP p.239, DRHP p.240). Tax: the company's TDS demand is ₹22,000 (DRHP p.241). Corporate law: the company records late ROC filings, including 177 and 238 days for two director designation forms and 214 days for a return of allotment (DRHP p.27). Statutory dues: GST returns, provident fund and ESI returns were filed late many times from FY21 to FY27, some by over 100 days (DRHP p.28, DRHP p.29).

19Related-party transactions

Source: DRHP p.56, converted from ₹ lakh. The company also sold ₹0.30 crore to AJ Paper Products, Alex Kuruvilla's proprietorship, in FY26, and paid Trio Books a ₹1.85 crore trade advance that was still outstanding at March 2026 (DRHP p.56, DRHP p.57). It lent and borrowed small amounts with Bluepond Water Technologies and Jyolsna Alex, and owed Carnet Books International ₹0.38 crore as a customer advance at March 2026 (DRHP p.56, DRHP p.57). The company says the transactions were at arm's length (DRHP p.220).

What appeared or changed in the two years before filing: trade with Carnet Books International began in FY25 and became the largest purchase line in FY26 (DRHP p.56); purchases from Trio Trading began in FY25 (DRHP p.56); sales to AJ Paper Products began in FY26 (DRHP p.56); and Kuruvilla Alex retired from Trio Books and Trio Trading on July 13, 2026, the day of joining the company's board (DRHP p.219, DRHP p.160).

The CFO previously worked at Trio Books, as did the production supervisor (DRHP p.166, DRHP p.167). The document lists Trio Books and Trio Trading as related entities but not as promoter group entities or group companies, and does not say what they are or who owns them (DRHP p.219, DRHP p.174, DRHP p.246).

20What the offer document does not say

Customers and suppliers are not named in the concentration tables. Who owns Trio Books and Trio Trading, and whether they remain related parties after July 13, 2026, is not stated. What the ₹1.85 crore advance to Trio Books is for is not stated (DRHP p.220). Books sold and prices by product are not given, so growth cannot be split into volume and price. The notebook, stationery and publishing markets are not sized.

No competitor or peer is named. What the "unfinished books" bought in FY26 are, and from whom, is not stated (DRHP p.128). The relationship of Mathew Kuruvilla, Lakshmi and Rathish to the company, beyond giving collateral, is not stated.

Some inconsistencies are recorded as document matters, not business ones: the bonus is 12:1 in most places and 10:1 in the capital table (DRHP p.95, DRHP p.69); the December 2023 placement price is ₹380.95 in one table and ₹400 in another (DRHP p.69, DRHP p.70); directors are said to be unrelated although the director and promoter details show a husband, wife and son (DRHP p.157, DRHP p.171);

the abridged prospectus swaps RoNW and RoCE (AP p.6, DRHP p.97); FY26 director pay is ₹14.90 lakh and ₹7.45 lakh in the related-party note but ₹14.40 lakh and ₹7.20 lakh in the management chapter (DRHP p.56, DRHP p.158); the MD&A gives FY26 other expenses as ₹231.93 lakh and employee costs as ₹80.95 lakh, against ₹246.36 lakh and ₹66.52 lakh in the accounts (DRHP p.231, DRHP p.53);

the industry chapter gives two incompatible sizes for Indian paper production (DRHP p.105); the business is called seasonal in the risk factors and not seasonal in the MD&A (DRHP p.23, DRHP p.237); and the property schedule lists a guest house bought in November 2022 while the fixed asset schedule shows no land or building before FY26 other than building renovation (DRHP p.134, DRHP p.204).

21Five questions for management

1. Who owns Trio Trading and Trio Books, and what share of FY26 revenue of ₹14.8 crore came from them and from Carnet Books International together, after taking out what the company bought back from them?
2. What did the ₹1.85 crore advance paid to Trio Books in FY26 pay for, and how much of it had been delivered by September 30, 2026?
3. How many books of each kind were sold in FY24, FY25 and FY26, at what average price, so that growth can be split into volume and price?
4. What were the "unfinished books" bought for ₹4.4 crore in FY26, who supplied them, and how much of the ₹3.2 crore of work in progress at March 2026 they account for?
5. On what terms does the company use the CARNET wordmark owned by Alex Kuruvilla, and will it be assigned to the company?

1Sources and cited facts

This study was read from 1 document the company filed. The 161 figures it cites are listed under the document each came from, with the page and the sentence as printed.