Skinnovation Limited IPO

01At a glance

What the company does: imports, markets, distributes, installs and services medical aesthetic devices (lasers, radiofrequency, ultrasound, cooling and muscle stimulation platforms), dermocosmetic products such as sunscreens and retinol formulations, and consumables, all made by third parties abroad, for the aesthetic healthcare sector in India (AP p.3, DRHP p.159, DRHP p.167).

Who pays it: dermatologists, plastic surgeons, skin specialists, gynecologists, clinics, hospitals and stockists; the company says it served more than 950 customers over FY24 to FY26, about 900 of them dermatologists (DRHP p.160, DRHP p.175). No customer is named. The largest customer was 8.16% of FY26 revenue and the top ten 31.07% (DRHP p.175).

Why it is raising money: ₹6,000.00 lakh for the company's own working capital and ₹2,000.00 lakh to put into its subsidiary, Skinselect Private Limited, for that company's working capital, plus general corporate purposes capped at 15% of the gross proceeds or ₹10 crore, whichever is lower (DRHP p.110).

How fast it has grown: revenue from ₹11,884.96 lakh in FY24 to ₹18,195.13 lakh in FY26, about 23.7% a year, and profit after tax from ₹642.62 lakh to ₹1,657.03 lakh, about 60.6% a year (our arithmetic, DRHP p.74). The company prints the same two rates, 23.73% and 60.58% (DRHP p.44).

The one thing to understand: FY26 is not like for like with the earlier years. FY26 is consolidated with Skinselect Private Limited, which the company bought from its four promoters on April 1, 2025 for ₹1,100.00 lakh, while FY25 and FY24 are standalone (DRHP p.44, DRHP p.196, DRHP p.221). FY26 profit also includes a ₹311.02 lakh gain on selling the registered office to the promoters (DRHP p.259, DRHP p.47), and operating cash flow was negative in FY25 and FY26 (DRHP p.75).

02The business, in plain words

A dermatology clinic that wants to offer laser hair reduction, skin tightening or fat reduction needs a machine, the disposable tips and cartridges it uses, and someone to install and repair it. This company does not make any of those machines. It holds distribution rights, exclusive in many cases, from more than 20 overseas makers, imports the devices and products, and sells them in India only to businesses: practitioners, clinics, hospitals and stockists (DRHP p.40, DRHP p.159, DRHP p.164).

A dermatologist or clinic orders a device, a skincare product or a consumable → the company imports it from an overseas maker, mostly in South Korea and Bulgaria → it demonstrates, delivers, installs and trains the clinic staff, and services the device afterwards → it is paid for the product, and separately for annual maintenance contracts and spare parts.

The company was incorporated in Mumbai in October 2011 as Skinnovation Private Limited, began trading in FY13, and became a public company in September 2026 (DRHP p.80, DRHP p.160). Among the named devices are Tri-beam Premium, Ultracel Q+, Primelase, Coolite Bolt and Cooltech; among the dermocosmetics, the Heliocare sunscreen range and Dermaceutic Activ Retinol (DRHP p.37, DRHP p.167 to DRHP p.170). A few imported devices, such as "Kaiser", "Qyros" and "Acure/Nomoac", are marketed under the company's own brand, made by overseas third parties (DRHP p.159). Own-brand devices were ₹427.05 lakh, 2.51% of FY26 sales of goods (DRHP p.160).

At July 31, 2026 the company had 121 employees, 58 in sales and 27 service engineers; it runs from one registered office and one adjacent warehouse in Andheri East, Mumbai, both on leave and licence (DRHP p.160, DRHP p.178, DRHP p.180). It has no plant and machinery (DRHP p.175). The registered office is rented from the four promoters, who bought it from the company in March 2026 (DRHP p.47).

Earnings equation: Revenue = devices and products shipped × price realised + service and spares income. The document does not give units shipped or average prices by year. It says the company installed more than 1,900 medical devices over FY24 to FY26 together (DRHP p.160). Purchases of stock in trade were 73.03% of FY26 total income (DRHP p.277).

03Where the money comes from

Source: DRHP p.162. Devices were 81.15%, 71.58% and 72.03% of revenue (DRHP p.162). By state in FY26, Maharashtra was 35.33%, Tamil Nadu 13.05%, Karnataka 8.82%, Telangana 8.63% and Delhi 6.83%, together 72.66% (DRHP p.163). Tamil Nadu rose from ₹524.97 lakh in FY25 to ₹2,373.59 lakh in FY26 (DRHP p.163). The company says it markets in more than 25 states and union territories (DRHP p.162).

Source: DRHP p.175. Revenue is spread across many customers: the top ten were under a third of FY26 revenue, though that share rose from about a quarter in FY24. There are no definitive agreements with customers (DRHP p.45). Purchases are more concentrated than sales: the largest supplier was 29.86% of FY26 purchases, the top five 68.41% and the top ten 91.01%; imports were 90.01% of purchases, and South Korea and Bulgaria together 61.57% (DRHP p.177, DRHP p.34).

04The growth record

Source: DRHP p.72, DRHP p.74, DRHP p.75, DRHP p.120, DRHP p.121, AP p.7. FY26 is consolidated and FY25 and FY24 standalone, and the document itself says the years are not comparable (DRHP p.44). All of this revenue comes from one business, the import and distribution of medical aesthetic devices and dermocosmetic products (DRHP p.159).

Our arithmetic over FY24 to FY26: revenue grew about 23.7% a year, EBITDA about 38.9% and profit after tax about 60.6% (our arithmetic, DRHP p.74). EBITDA margin rose from 10.6% to 13.4%, 277 basis points, and PAT margin from 5.4% to 9.1%, 370 basis points (DRHP p.120). Year by year, revenue fell 2.32% in FY25 and rose 56.73% in FY26 (DRHP p.281, DRHP p.279). In rupees, revenue went from ₹118.8 crore to ₹182.0 crore and profit after tax from ₹6.4 crore to ₹16.6 crore (DRHP p.74).

Return on capital employed in FY26 was 27.2% and debt to equity 1.34, down from 1.73 in FY24 (DRHP p.121, DRHP p.122). Net debt, borrowings of ₹5,825.23 lakh less cash and bank balances of ₹245.32 lakh, was about 2.3 times FY26 EBITDA (our arithmetic, DRHP p.72). Operating cash flow was an outflow of ₹417.47 lakh in FY26, about −₹4.2 crore (DRHP p.75). Other income of ₹332.18 lakh was 14.8% of profit before tax of ₹2,241.92 lakh (our arithmetic, DRHP p.74); ₹311.02 lakh of it was the one-off gain on the registered office (DRHP p.259).

Receivables over six months old were ₹1,481.76 lakh at March 2026, about ₹14.8 crore (DRHP p.256). Inventory days went from 127 in FY24 to 162 in FY25 and 137 in FY26 on a standalone basis (DRHP p.43). The fourth quarter, January to March, carried 48.64% of FY26 revenue, against 36.87% in FY24 (DRHP p.48). Contingent liabilities at March 2026 were ₹1,657.96 lakh, about ₹16.6 crore, of which ₹1,450.00 lakh was corporate bank guarantees given on behalf of a third party (DRHP p.265).

05What the growth is made of

Two things, and the document lets only one of them be measured. Over FY24 to FY25 revenue fell, from ₹11,884.96 lakh to ₹11,609.01 lakh, as device sales dropped 13.84% while dermocosmetics rose 52.21% (DRHP p.281). All of the growth sits in FY26, when revenue rose ₹6,586.12 lakh: devices added ₹4,796.80 lakh, service and spares ₹879.01 lakh, dermocosmetics ₹546.67 lakh and consumables ₹363.64 lakh (our arithmetic, DRHP p.162).

Part of that FY26 increase is the subsidiary. Standalone FY26 revenue was ₹15,523.91 lakh, against consolidated ₹18,195.13 lakh, so ₹2,671.22 lakh of FY26 revenue comes in through consolidation of Skinselect Private Limited (our arithmetic, DRHP p.41, DRHP p.74). On the standalone figures, revenue grew 33.7% from FY25 to FY26 (our arithmetic, DRHP p.41). Skinselect's own total revenue was ₹2,797.29 lakh in FY26 (DRHP p.196).

The document gives no units sold or average price by product, so the rest of the increase cannot be split into volume and price. That sentence is the finding. On profit, the rise in profit before tax from FY25 to FY26 was ₹1,035.91 lakh, and the ₹311.02 lakh gain on the office sale was about 30% of it; without the gain, profit before tax rose about 60% (our arithmetic, DRHP p.74, DRHP p.259).

06Earnings quality

The item that needs explaining is cash. Profit rose each year but operating cash flow turned negative, because trade receivables rose by ₹3,721.02 lakh in FY26 and ₹1,143.30 lakh in FY25, and inventory by ₹1,402.78 lakh and ₹567.82 lakh (DRHP p.75). Receivables reached ₹8,121.73 lakh at March 2026, of which ₹1,481.76 lakh was more than six months past due and ₹56.34 lakh more than three years; all are shown as considered good, none disputed (DRHP p.256). The company says it has had delays in customer payments but treats them as good receivables (DRHP p.43).

Two more lines deserve a note. "Discount/Write Off" in other expenses was ₹287.65 lakh, ₹308.06 lakh and ₹247.85 lakh in the three years, and the document does not split discounts from write-offs (DRHP p.261). The company makes no separate provision for slow-moving or obsolete inventory (DRHP p.43). Tax was 26.1% of profit before tax in FY26 (our arithmetic, DRHP p.74).

07The balance sheet

At March 31, 2026 total assets were ₹15,805.10 lakh: trade receivables ₹8,121.73 lakh, inventories ₹5,454.05 lakh, other non-current assets ₹800.13 lakh, goodwill ₹529.97 lakh, short-term loans and advances ₹398.12 lakh, cash and bank balances ₹245.32 lakh and property, plant and equipment ₹109.06 lakh (DRHP p.72). Against that sat short-term borrowings of ₹4,864.14 lakh, long-term borrowings of ₹961.09 lakh, trade payables of ₹4,677.75 lakh, provisions and other liabilities, and net worth of ₹4,339.53 lakh (DRHP p.72). Property, plant and equipment fell from ₹869.29 lakh a year earlier, after the office was sold (DRHP p.72, DRHP p.75).

Fund-based secured borrowings of ₹4,921.43 lakh were mostly cash credit from Janata Sahakari Bank, Janakalyan Sahakari Bank and Standard Chartered Bank at 8.90% to 10.25%, payable on demand, with ₹824.44 lakh of non-fund limits also used (DRHP p.271, DRHP p.272). They are secured on stock and book debts, personal guarantees of all four promoters and collateral that includes three flats, a Gurgaon property and the registered office building (DRHP p.272, DRHP p.273).

Unsecured, interest-free loans from the four promoters were ₹903.81 lakh, repayable in 380 days (DRHP p.273). After March 2026 the company took a new ₹2,000 lakh working capital loan from ICICI Bank, sanctioned on June 30, 2026 (DRHP p.283).

Contingent liabilities were ₹1,657.96 lakh: corporate guarantees ₹1,450.00 lakh, income-tax demands ₹173.60 lakh and GST ₹34.36 lakh (DRHP p.265). After the issue, as far as the arithmetic goes: none of the proceeds is earmarked to repay debt, and the share count would rise from 1,59,53,700 to 2,17,61,700 if all 58,08,000 shares are allotted (our arithmetic, DRHP p.92). The rupee size of the fresh issue is not set, so post-issue net worth cannot be stated.

08What the money is for

Source: DRHP p.110, DRHP p.111. The company's own working capital gap is projected at ₹9,537.91 lakh at March 2027 and ₹14,217.97 lakh at March 2028, against ₹6,917.82 lakh at March 2026, with receivable days assumed at 140 and 132 (DRHP p.112). These are the company's own projections for sizing the object, not newboard's. The money for Skinselect may go in as equity, debt or both, and the form has not been decided (DRHP p.113).

None of the objects has been appraised by a bank or independent agency (DRHP p.116). A monitoring agency is to be appointed because the issue exceeds ₹5,000 lakh, and its name is left blank (DRHP p.84, DRHP p.117). The issue expenses are blank (DRHP p.114).

Into the business the fresh issue: up to 58,08,000 new shares, not priced at draft stage (DRHP p.68). To selling shareholders nothing: there is no offer for sale (DRHP p.1).

09Who is selling

Nobody. The whole issue is a fresh issue of up to 58,08,000 shares of ₹10 face value, not priced at draft stage, and the offer for sale is nil (DRHP p.1, DRHP p.68). Offer for sale: none (DRHP p.1). The promoters will not take part in the issue (DRHP p.109). On full allotment the new shares would be about 26.7% of the post-issue capital (our arithmetic, DRHP p.92). The issue is book built through Hem Securities Limited as the sole book running lead manager (DRHP p.10, DRHP p.84).

10Promoters

There are four promoters: Kalpesh Sitaram Gawade, Rajni Kalpesh Gawade, Chakor Baviskar and Chaita Chakor Baviskar (DRHP p.218). Kalpesh Sitaram Gawade, aged 48, a science graduate, is Chairman and Managing Director, a director since December 2017, with 23 years in medical aesthetics (DRHP p.199, DRHP p.200).

Rajni Kalpesh Gawade, aged 48, a pharmacy graduate with a master's in human resources, is Whole Time Director and oversees finance, accounts, compliance and human resources (DRHP p.199, DRHP p.200). Chakor Baviskar, aged 66, an arts graduate and a founding subscriber, runs a proprietorship, M/s Girdhari Milk Distributorship, and is not on the board (DRHP p.219).

Chaita Chakor Baviskar, aged 58, a founding subscriber, joined the board as a non-executive director in March 2026 and runs a proprietorship, M/s Goraj Enterprises (DRHP p.199, DRHP p.200).

The document states the relationships: Kalpesh Sitaram Gawade and Rajni Kalpesh Gawade are husband and wife; Chaita Chakor Baviskar is the sister of Kalpesh Sitaram Gawade and the spouse of Chakor Baviskar (DRHP p.201, DRHP p.223). Four group companies, Skinnovation Next Private Limited, Tamarack Private Limited, Derm Quest Private Limited and Nutri Quest Private Limited, share the promoters' interest; Skinnovation Next distributes domestic cosmeceuticals and nutraceuticals, a business the document calls similar (DRHP p.300, DRHP p.301, DRHP p.51). Derm Quest, Nutri Quest and Tamarack had negative net worth in FY25 (DRHP p.54, DRHP p.55).

Pay: director remuneration to Kalpesh Sitaram Gawade and Rajni Kalpesh Gawade was ₹76.52 lakh in FY24 and ₹108.19 lakh in FY26, about ₹0.8 crore and ₹1.1 crore (our arithmetic, DRHP p.78). From September 22, 2026 each may be paid up to ₹18,00,000 a month for three years (DRHP p.202). That cap is ₹432 lakh a year for the two together, against ₹108.19 lakh paid in FY26 (our arithmetic, DRHP p.202, DRHP p.78).

Pledges and cases: no promoter share is pledged (DRHP p.103). There are no criminal proceedings and no regulatory action against the promoters; there are 4 income-tax demands against promoters totalling ₹5.82 lakh, two against Kalpesh Sitaram Gawade from assessment years 2009 and 2010 and two against Chakor Baviskar (DRHP p.289, DRHP p.290, AP p.9). Cases against promoters: 4 income-tax demands, no criminal case (DRHP p.289). None of the group companies is listed (DRHP p.301).

Promoter economics: the founders subscribed at ₹100 a share of ₹100 face value in 2011, and the four promoters then took eleven rights issues between December 2016 and January 2022 at ₹4,700 to ₹10,096 a share of ₹100 face value (DRHP p.93, DRHP p.94, DRHP p.101, DRHP p.102).

The last allotment for cash was a rights issue at ₹10,096 a share of ₹100 face value, January 2022, before the split and bonus, about ₹3.15 a present share after both (DRHP p.94; our arithmetic). On August 20, 2026 each ₹100 share was split into ten of ₹10 (DRHP p.93).

On September 2, 2026 a bonus of 320 shares for every one held created 1,59,04,000 shares, taking the count from 49,700 to 1,59,53,700 (DRHP p.94, DRHP p.96). The average cost of acquisition is ₹2.29 a share for Kalpesh Sitaram Gawade, ₹2.43 for Rajni Kalpesh Gawade and ₹1.71 for each of the other two (DRHP p.104).

11Who already owns it

Source: DRHP p.104; the after-issue columns are our arithmetic on full allotment of 58,08,000 shares. The company has seven shareholders: the four promoters and three individuals who received 4 shares in total by gift on September 7, 2026, one of them the Chief Financial Officer (DRHP p.103, DRHP p.104). There is no private equity, no institution and no other outside shareholder, and no promoter group member holds shares (DRHP p.104). There is no pre-IPO investor holding 1% or more.

Promoter holding goes from 100.0% to about 73.3% on full allotment (our arithmetic, DRHP p.104). The promoters lock in 45,72,000 bonus shares, 11,43,000 each, for three years as the minimum promoters' contribution (DRHP p.105). An employee stock option scheme of up to 2,42,540 shares was adopted on September 22, 2026, with no options granted yet (DRHP p.97).

12What changed just before the IPO

• Revenue and profit: revenue went from ₹118.8 crore in FY24 to ₹182.0 crore in FY26 and profit after tax from ₹6.4 crore to ₹16.6 crore, with FY26 consolidated (DRHP p.74).
• A subsidiary came in from the promoters. On April 1, 2025 the company bought all 90,000 shares of Skinselect Private Limited for ₹1,100.00 lakh, ₹1,222.22 a share, and the four promoters are recorded as dissociating from it as shareholders that day (DRHP p.196, DRHP p.197, DRHP p.221). Skinselect's net worth was ₹850.28 lakh at March 2026 (DRHP p.196). Goodwill of ₹529.97 lakh appears in the FY26 balance sheet (DRHP p.72).
• The registered office was sold to the promoters and rented back. The four promoters bought the office in March 2026 and paid ₹1,000.00 lakh, ₹250.00 lakh each, though title remains with the company pending a society NOC; from April 1, 2026 the company rents it from them at ₹16,00,000 a month for 11 months (DRHP p.47, DRHP p.78, DRHP p.204). That rent is ₹192 lakh a year, 19.2% of the price paid, against total rent expense of ₹22.40 lakh in FY26 (our arithmetic, DRHP p.204, DRHP p.261). The sale produced a ₹311.02 lakh gain in FY26 (DRHP p.259).
• Promoter pay: director remuneration went from ₹0.8 crore in FY24 to ₹1.1 crore in FY26, and a new ceiling of ₹18,00,000 a month each applies from September 22, 2026 (our arithmetic, DRHP p.78; DRHP p.202).
• A share split of ₹100 to ₹10 on August 20, 2026 (DRHP p.93).
• A bonus issue of 320:1 on September 2, 2026, capitalising reserves, took the share count to 1,59,53,700 (DRHP p.96).
• No pre-IPO placement. The document reports no issue of shares in the 18 months before filing other than the bonus, and no secondary transaction of 5% or more (DRHP p.122). Pre-IPO placement: none (DRHP p.122). The last allotment for cash was ₹10,096 a share of ₹100 face value in January 2022 (DRHP p.94).
• The statutory auditor changed. D.S.K. & Associates resigned on March 9, 2026, citing other assignments, and Arvind Gaur & Co. was appointed on March 20, 2026 and reappointed for five years on September 18, 2026 (DRHP p.89).
• The company became a public company in September 2026, with a fresh certificate dated September 22, 2026 (DRHP p.80).
• The board and management were rebuilt in 2026: Chaita Chakor Baviskar joined the board in March; two independent directors, a Chief Financial Officer and a Company Secretary were appointed on September 22 (DRHP p.204, DRHP p.217).
• Receivable days lengthened from 89 in FY24 to 134 in FY26, standalone (DRHP p.44).
• Customer concentration rose: the largest customer went from 4.65% of FY25 revenue to 8.16% in FY26, and the top ten from 25.09% in FY24 to 31.07% (DRHP p.175). The top five suppliers were 68.41% of FY26 purchases, down from 84.25% in FY24 (DRHP p.177).
• Borrowing rose: total borrowings went from ₹3,080.32 lakh to ₹5,825.23 lakh over FY24 to FY26, and the promoters lent ₹1,155.36 lakh to the company in FY26 (DRHP p.72, our arithmetic, DRHP p.78). The credit rating was upgraded to Acuite BBB-/Stable on May 13, 2026 (DRHP p.51).
• A business was bought after the year end. On August 31, 2026 the company acquired the Skinspired dermocosmetic distribution and e-commerce business from its sole proprietor; the price and the proprietor are not disclosed (DRHP p.164, DRHP p.197).

13Capacity and expansion

Source: DRHP p.175, DRHP p.180. The company has no plant and machinery, so installed capacity and utilisation are not applicable (DRHP p.175). The issue funds no capital expenditure; it funds working capital (DRHP p.110). The single warehouse holds the company's stock (DRHP p.35).

What the business adds instead of capacity is product rights and people. The company says it has exclusive distribution arrangements with most of its overseas vendors, subject to minimum purchase targets and renewal (DRHP p.32, DRHP p.159). The sales and marketing team grew from 59 in FY25 to 65 in FY26 (DRHP p.164). A new gynecology device, Femlase, is being introduced (DRHP p.164).

14Market size and industry structure

As claimed: the industry chapter draws on the "Industry Research Report on Aesthetic Medical Devices and Dermocosmetic Market" dated September 25, 2026 by CARE Analytics and Advisory Private Limited, commissioned and paid for by the company (DRHP p.5, DRHP p.159). That report, commissioned by the issuer, puts the Indian aesthetic medical devices and consumables market at USD 717 million in CY26, up from USD 387 million in CY21, and the Indian dermocosmetic products and consumables market at USD 378 million in CY26, up from USD 207 million (DRHP p.139). It projects both forward to CY31; those are the report's projections, not the company's or newboard's (DRHP p.139).

The part that is addressable: professional aesthetic devices, consumables and dermocosmetics sold to Indian practitioners, which is close to the two markets above. The document does not narrow it further.

What the company is today: ₹18,195.13 lakh of FY26 revenue (DRHP p.74). The document gives no exchange rate to set this against a dollar market. The commissioned report says the company's roughly 900 dermatologist customers over FY24 to FY26 were about 6.3% of the 14,198 members of the Indian Association of Dermatologists, Venereologists and Leprologists (DRHP p.158).

On structure, the company describes a highly competitive and fragmented market with organised and unorganised players, multinational brands and new entrants (DRHP p.54, DRHP p.176). Regulation is central: devices are registered and licensed with the Central Drugs Standard Control Organisation, and imported cosmetics need an import registration certificate (DRHP p.175, DRHP p.182). The business depends on imports; 90.01% of FY26 purchases were imported and foreign exchange losses were ₹43.03 lakh in FY26 (DRHP p.177, DRHP p.38).

15Competitive position

Source: DRHP p.121, DRHP p.122. What the document puts forward as reasons customers come to the company: exclusive distribution rights for international brands, a product range across devices, dermocosmetics and consumables, after-sales service by 27 engineers, and promoters with long experience (DRHP p.118, DRHP p.160, DRHP p.164). Against that: every product is made by a third party, the rights are held under agreements with minimum purchase targets, some arrangements are not exclusive, and one supplier was 29.86% of FY26 purchases (DRHP p.30, DRHP p.32, DRHP p.40, DRHP p.177). Fifteen trademark applications, including the logo, are pending (DRHP p.52).

16Peers the company named

Peers named in the offer document: Aakaar Medical Technologies Limited (DRHP p.120).

It is the only listed peer, and the document calls it a significant listed competitor in the organised segment (DRHP p.176). On FY26 figures the company's revenue is about 2.7 times Aakaar's, with a lower EBITDA margin, 13.40% against 15.40%, and higher debt to equity, 1.34 against 0.34 (our arithmetic, DRHP p.121, DRHP p.122). The document prints Aakaar's price to earnings of 13.66 on September 24, 2026 prices (DRHP p.119); with no price band, no comparison with this issue can be made.

17Risks, in plain words

Suppliers and imports: 90.01% of FY26 purchases were imported and South Korea and Bulgaria were 61.57% of purchases (DRHP p.177, DRHP p.34) → the whole range depends on overseas makers renewing distribution agreements that carry minimum purchase targets (DRHP p.32) → the largest supplier alone was 29.86% of purchases (DRHP p.177).

One product line: devices were 72.03% of FY26 revenue, and the company names five devices it depends on (DRHP p.37) → device sales fell 13.84% in FY25 (DRHP p.281) → a weak year for devices shows directly in revenue.

Working capital and cash: receivable days rose from 89 to 134 and operating cash flow was negative in FY25 and FY26 (DRHP p.44, DRHP p.75) → growth has been funded with bank lines payable on demand and promoter loans (DRHP p.271, DRHP p.273) → ₹8,000.00 lakh of the proceeds goes to working capital (DRHP p.110).

Seasonality: the fourth quarter carried 48.64% of FY26 revenue (DRHP p.48) → year-end receivables are swollen by that quarter's sales → one weak quarter changes the year.

Related parties: the company pays the promoters ₹16,00,000 a month in rent for an office they bought from it, and borrows ₹903.81 lakh from them interest-free (DRHP p.204, DRHP p.273) → the subsidiary that the proceeds partly fund was bought from them (DRHP p.221) → a group company runs a similar business (DRHP p.51).

Tax: five tax matters against the company involve ₹318.36 lakh, the largest an AY 2018-19 demand of ₹234.90 lakh with interest that the assessing officer calls "correct and collectible" (DRHP p.287, DRHP p.288) → it is outstanding and the company says it does not have the demand notice (DRHP p.288).

Compliance record: late GST payments of ₹165.28 lakh in FY25 and ₹150.26 lakh in FY24, late provident fund payments each year, delayed Registrar of Companies filings, ESIC registration only from 2025 and no fire NOC yet (DRHP p.41, DRHP p.46, DRHP p.49) → no show cause notice has been received, the company says (DRHP p.46). There is no marine cargo or product liability insurance (DRHP p.46).

Issue-specific: there is no price band, the general corporate purposes and issue expenses are blank, the objects are not appraised, and the promoters' average cost is ₹1.71 to ₹2.43 a share (DRHP p.104, DRHP p.110, DRHP p.116).

18Litigation and regulatory matters

Criminal matters: none by or against the company, promoters, directors, key managerial personnel or the subsidiary (DRHP p.286, DRHP p.289, DRHP p.290). Civil: no material civil litigation by or against the company, whose materiality threshold is ₹53.28 lakh (DRHP p.286, DRHP p.287). The GST penalty is an allegation by the tax authority, stated here as the document states it. Five creditors were owed ₹3,841.14 lakh of the ₹4,677.76 lakh of trade payables at March 2026 (DRHP p.291). The company has not provided for interest on dues to micro and small enterprises, citing its understanding with those creditors (DRHP p.268).

19Related-party transactions

Source: DRHP p.78; the rows are our arithmetic on the parties listed. Interest on promoter loans, all paid to Chakor Baviskar, fell from ₹26.04 lakh to ₹2.12 lakh, and the ₹903.81 lakh owed to the promoters at March 2026 carries no interest (DRHP p.78, DRHP p.273). Inter-corporate advances outstanding at March 2026 were ₹66.14 lakh from Derm Quest, ₹101.17 lakh from Nutri Quest and ₹77.67 lakh from Skinnovation Next, ₹244.98 lakh in all (our arithmetic, DRHP p.79). The company also earns ₹9.00 lakh a year of rent from each of Skinselect and Skinnovation Next (DRHP p.78).

What appeared or changed in the two years before filing: the purchase of Skinselect from the promoters for ₹1,100.00 lakh in April 2025; the sale of the registered office to the promoters for ₹1,000.00 lakh in March 2026 and its rent-back at ₹16,00,000 a month from April 2026; interest-free promoter loans of ₹1,155.36 lakh in FY26; and the new remuneration ceiling from September 2026 (DRHP p.196, DRHP p.47, DRHP p.204, DRHP p.78, DRHP p.202).

20What the offer document does not say

No customer or supplier is named. Units sold, average prices and gross margin by product are not given, so price and mix cannot be separated from volume. Who sold Skinselect to the company, beyond the promoters' disassociation as shareholders, and how the ₹1,100.00 lakh price was set, are not explained on the pages read. The seller and price of the Skinspired business are not disclosed.

What the ₹1,450.00 lakh of corporate guarantees "on behalf of a third party" secure, and for whom, is not stated. The split of the discount and write-off line is not given. The issue price, the general corporate purposes amount, the issue expenses, the monitoring agency and the market maker are left blank.

Some document inconsistencies are worth recording as document matters, not business ones: the objects chapter says ₹8,000.00 lakh of proceeds will meet the company's own working capital while its table shows ₹6,000.00 lakh (DRHP p.112, DRHP p.110); the summary of contingent liabilities totals ₹1,697.96 lakh while its own items and the annexure total ₹1,657.96 lakh (DRHP p.77, DRHP p.265);

the risk factor heading calls the promoter loans repayable on demand while its text says they are not (DRHP p.57); the MD&A gives FY25 directors' remuneration as ₹76.63 lakh while the related-party table gives ₹98.26 lakh (DRHP p.280, DRHP p.78); a note says the company has never made a rights issue although the capital history lists eleven (DRHP p.109, DRHP p.93);

the MD&A says the business does not depend on a few customers while a risk factor says a notable portion of revenue does (DRHP p.283, DRHP p.45); and the promoters' litigation section opens by saying there are no tax proceedings against them, then lists four (DRHP p.289).

21Five questions for management

1. How much of the FY26 revenue increase came from more units, how much from price, and how much from Skinselect alone after inter-company sales?
2. Of the ₹1,481.76 lakh of receivables more than six months past due at March 2026, how much had been collected by September 2026, and how much of the yearly discount and write-off line is write-off?
3. How was the ₹1,100.00 lakh price for Skinselect set, from whom exactly were the shares bought, and what valuation supported it?
4. How was the ₹16,00,000 monthly rent for the registered office set, and how does it compare with the ₹1,000.00 lakh the promoters paid for the property?
5. For whom are the ₹1,450.00 lakh of corporate bank guarantees given, and what is the exposure if they are called?

1Sources and cited facts

This study was read from 1 document the company filed. The 131 figures it cites are listed under the document each came from, with the page and the sentence as printed.