Swyom Advisors Limited IPO

01At a glance

What the company does: acts as investment manager and sponsor of Swyom India Alpha Fund, a SEBI-registered Category III open-ended alternative investment fund, and also earns broking income as an authorised person of Nuvama Wealth and Investment Limited and fees from business consulting (DRHP p.137, DRHP p.138).

Who pays it: investors in the fund pay a management fee of up to 1.50% a year and a performance fee of up to 20% of profits above a 10% hurdle (DRHP p.141); the fund had 176 investors and ₹314.96 crore of assets under management on August 31, 2026 (DRHP p.141). Consulting clients are corporates and businesses, none of them named (DRHP p.142). Consultancy income was 56.05% of FY26 revenue from operations (DRHP p.235).

Why it is raising money: ₹11.0 crore of the fresh issue is to purchase office premises in Andheri, Mumbai, ₹4.6 crore to repay ICICI Bank overdrafts and ₹2.4 crore to hire ten sales and research staff (DRHP p.95). The two promoters also offer up to 5,00,000 shares each for sale (DRHP p.94).

How fast it has grown: revenue from operations from ₹2.9 crore in FY24 to ₹9.7 crore in FY26, about 83.0% a year, and profit after tax from ₹0.15 crore to ₹5.3 crore, about 493.2% a year from a very small base (our arithmetic, DRHP p.194).

The one thing to understand: most of the jump in FY26 came from consulting, not from fund management. Consultancy income rose from ₹0.99 crore in FY25 to ₹5.4 crore in FY26, while fees and commission rose from ₹2.6 crore to ₹4.0 crore (DRHP p.208). The company's largest asset is its own money in its own fund: ₹16.1 crore of units at March 31, 2026, out of total assets of ₹19.4 crore (DRHP p.193, DRHP p.205).

02The business, in plain words

What Swyom Advisors does

Swyom Advisors has three lines of business (DRHP p.138):

• Fund management: it is the investment manager of Swyom India Alpha Fund, a Category III alternative investment fund (a pooled fund for wealthy investors that may borrow and use derivatives) launched on September 8, 2023 under the Swyom Advisors Alternative Investment Trust, with Orbis Trusteeship Services Pvt. Ltd. as trustee (DRHP p.140, DRHP p.141).
• Broking: it acts as an authorised person of Nuvama Wealth and Investment Limited, bringing in and servicing clients who trade on Nuvama's platform; it had 434 individual and 11 corporate broking clients with ₹36.48 crore of assets on August 31, 2026 (DRHP p.138, DRHP p.142).
• Business consulting: strategic, financial and operational advice to corporates across sectors (DRHP p.142).

It also holds a SEBI registration as a portfolio manager, granted on December 27, 2022 (DRHP p.245); the document gives no portfolio management assets or income.

An investor puts at least ₹1 crore into the fund through a distributor or directly → the company picks listed shares, unlisted shares and corporate action trades for the fund → the fund pays the company a management fee and, above a 10% return, a performance fee → the company also earns a gain when it redeems its own units in the fund (DRHP p.141, DRHP p.208).

The fund follows three strategies: listed shares at about 40% to 60% of the portfolio, corporate action trades such as open offers, mergers and preferential issues at about 10% to 30%, and unlisted shares at 0% to 30% (DRHP p.141). It is open-ended, may borrow up to two times its assets, and charges an exit load of 3%, 2% and 1% in the first three years (DRHP p.141). Radha Raman Agarwal, Chairman and Managing Director, is the fund manager (DRHP p.141).

The company was incorporated in Kolkata on April 11, 1996 as Dropati Share and Securities Limited, became RLA Commodities Brokering Limited in 2005 and Swyom Advisors Limited in 2020, and moved its registered office to Mumbai under a Regional Director order of March 13, 2026 (DRHP p.137, DRHP p.163). It had 19 employees on August 31, 2026, of whom three are in research (DRHP p.152, DRHP p.153). Its research is supported by three professionals and the two promoter directors (DRHP p.150).

Earnings equation: Fee income = average assets under management × management fee rate + share of gains above the hurdle, plus consulting fees, broking commission and gains on the company's own fund units. The document gives assets under management and the fee rates, but does not split fee income into management and performance fees.

03Where the money comes from

By business line, as a share of total income (DRHP p.30):

In rupees for FY26: fund management and sponsor income ₹4.6 crore, broking ₹1.4 crore and consulting ₹5.4 crore (DRHP p.142, DRHP p.143). For FY25 and FY26 these three lines add up to about total income, which includes other income, while for FY24 they add up to revenue from operations (our arithmetic, DRHP p.142, DRHP p.143, DRHP p.194).

By type of income in the accounts, ₹ crore (DRHP p.208):

Swyom Advisors customers: how concentrated the revenue is

The document does not disclose revenue from the largest client, the top five or the top ten, for any year. It names no consulting client.

What it does show:

• All fund income comes from one fund, Swyom India Alpha Fund, and the first risk factor says a significant portion of the investment management business is derived from it (DRHP p.27).
• The fund had 147 investors at March 31, 2026: 8 accredited investors, 109 individuals, 23 corporates, 4 family offices and 3 non-resident Indians (DRHP p.146).
• Investors come through 78 distribution partners: 11 national distributors, 3 APMI-registered distributors, 32 mutual fund distributors, 1 registered investment adviser, 13 independent financial advisers and 18 others (DRHP p.147).
• The broking line depends on one arrangement, with Nuvama (DRHP p.29).

Whether revenue depends on a few customers cannot be answered from the filing.

04The growth record

Swyom Advisors financials: revenue, profit and margins

Source: DRHP p.108, DRHP p.193, DRHP p.194, DRHP p.195, converted from ₹ thousand. Revenue from operations went from ₹2.9 crore in FY24 to ₹9.7 crore in FY26 and profit after tax from ₹0.15 crore to ₹5.3 crore (DRHP p.194). The company works its EBITDA margin on total income, which includes other income (DRHP p.108).

Our arithmetic over FY24 to FY26: revenue from operations grew about 83.0% a year and profit after tax about 493.2% a year (our arithmetic, DRHP p.194); EBITDA grew about 205.6% a year (our arithmetic, DRHP p.108). EBITDA margin moved from 24.83% to 59.66%, up 3,483 basis points, so from 24.8% to 59.7% rounded (DRHP p.108). Revenue from operations fell 29.35% in FY24, then rose 47.41% in FY25 and 127.08% in FY26 (DRHP p.108).

The year ends on March 31 throughout. The restatement lowered profit after tax in each year: ₹5.31 crore audited against ₹5.27 crore restated in FY26, and ₹0.22 crore against ₹0.15 crore in FY24, for depreciation not charged on one asset, gratuity, rent equalisation, interest and tax (DRHP p.199). Net worth at March 31, 2026 was ₹16.7 crore audited and ₹15.6 crore restated (DRHP p.200). There are no audit qualifications needing adjustment, and the FY25 audit report carried an emphasis of matter whose text is only partly legible in the filing (DRHP p.191, DRHP p.192).

What sits around the record:

• Other income: ₹1.7 crore in FY26, almost all of it ₹1.7 crore of profit on redeeming units of the company's own fund (DRHP p.208). Other income was 26.71% of FY26 profit before tax, so 26.7% rounded, and 51.77% in FY25 (DRHP p.213). Without other income, operating profit was ₹5.1 crore in FY26 (DRHP p.249).
• Cash: operating cash flow was ₹4.5 crore in FY26, ₹1.1 crore in FY25 and ₹0.60 crore in FY24 (DRHP p.195). In FY26 the company put ₹11.2 crore into its fund's units and redeemed ₹4.0 crore (DRHP p.195).
• Debt: borrowings were ₹2.9 crore at March 31, 2026 and debt to equity 0.19 times, so 0.2× (DRHP p.193, DRHP p.108); net of ₹0.14 crore of cash that is about 0.4× FY26 EBITDA (our arithmetic, DRHP p.193, DRHP p.108). Return on capital employed was 35.30%, so 35.3% rounded (DRHP p.108).
• The fund stake: ₹16.1 crore of units in Swyom India Alpha Fund at March 31, 2026, carried at cost, about 82.7% of total assets of ₹19.4 crore (our arithmetic, DRHP p.193, DRHP p.205).
• Concentration by line: fund management and sponsor income was 39.9% of FY26 total income (DRHP p.30), and consultancy 56.05% of FY26 revenue from operations, so 56.1% rounded (DRHP p.235).
• Receivables: about 16 days of revenue at March 2024 and about 9 days at March 2026 (our arithmetic, DRHP p.193, DRHP p.194).
• Related parties: ₹11.2 crore of the company's own money went into the fund in FY26, and related-party transactions came to ₹16.2 crore in all (DRHP p.43).
• Contingent liabilities: none (DRHP p.218).
• Pay: directors' remuneration was ₹0.75 crore in FY26 and ₹0.56 crore in FY24 (DRHP p.214).
• Cases: no criminal, regulatory, civil or tax cases against the company, its promoters or directors (DRHP p.241, DRHP p.242).
• Assets under management: ₹42.58 crore at March 31, 2024, ₹124.65 crore at March 31, 2025 and ₹243.65 crore at March 31, 2026 (DRHP p.145).

05What the growth is made of

Revenue from operations rose ₹6.8 crore from FY24 to FY26 (our arithmetic, DRHP p.194). By line (our arithmetic, DRHP p.208):

• Fees and commission: up ₹3.5 crore, from ₹0.45 crore to ₹4.0 crore.
• Consultancy: up ₹4.2 crore, from ₹1.2 crore to ₹5.4 crore, after a fall to ₹0.99 crore in FY25.
• Brokerage: down ₹0.93 crore, from ₹1.2 crore to ₹0.28 crore.

Volume, for the fund: assets under management grew from ₹42.58 crore to ₹243.65 crore over FY24 to FY26, and investors from 18 to 147 (DRHP p.145). The management discussion says the FY26 fees and commission "includes management fees and performance fees for managing the AIF" (DRHP p.235), but the document does not give the two separately, so fee growth cannot be split into more assets and better returns.

Consulting: the management discussion puts the FY26 rise down to consultancy income rising 451.69% (DRHP p.235). The document names no consulting client, gives no number of assignments and no fee per assignment.

Own money in the fund: profit on redeeming the company's own fund units was nil in FY24, ₹1.3 crore in FY25 and ₹1.7 crore in FY26 (DRHP p.208). This sits in other income, not in revenue, and the tax computation treats it as exempt income (DRHP p.217).

The offer document does not disclose fees by type or consulting work by client, so the increase cannot be separated into price and volume. That is the finding.

06Earnings quality

The item that needs explaining is the role of the company's own fund units. The company invested ₹8.2 crore in FY24, ₹1.2 crore in FY25 and ₹11.2 crore in FY26 in Swyom India Alpha Fund and redeemed ₹3.5 crore and ₹4.0 crore in FY25 and FY26 (DRHP p.195). The gains on redemption, ₹1.3 crore and ₹1.7 crore, were booked as other income (DRHP p.208). The units are held at cost, so gains or losses that have not been redeemed do not show in profit (DRHP p.205, DRHP p.197). A risk factor states that the fair value of certain investments declined between Fiscal 2025 and Fiscal 2026 (DRHP p.41).

The current ratio fell because the bank overdraft of ₹2.7 crore was drawn in FY26 and is shown as a short-term borrowing (DRHP p.204). Provisions for expenses rose from ₹0.03 crore to ₹0.48 crore (DRHP p.204). Interest on late payment of income tax, TDS and TCS was ₹0.01 crore in FY26 (DRHP p.208).

07The balance sheet

At March 31, 2026 total assets were ₹19.4 crore: units in Swyom India Alpha Fund ₹16.1 crore, property, plant and equipment ₹2.8 crore, receivables ₹0.23 crore, loans and advances ₹0.17 crore, cash ₹0.14 crore and deposits ₹0.05 crore (DRHP p.193). The property includes the registered office at B-1112, Kanakia Wall Street, which the company owns, and a residential flat at DB Woods, Goregaon, which the company owns and has leased to Radha Raman Agarwal from June 1, 2026 to May 31, 2029 (DRHP p.154, DRHP p.38). An office in Kolkata was bought on August 18, 2026 and is not in use; its cost is not given (DRHP p.154).

Against them: short-term borrowings ₹2.7 crore, long-term borrowings ₹0.21 crore, provisions ₹0.54 crore, other current liabilities ₹0.15 crore, deferred tax ₹0.16 crore and net worth ₹15.6 crore (DRHP p.193).

Borrowings of ₹2.9 crore at March 31, 2026 were two ICICI Bank overdrafts against property, ₹0.14 crore and ₹2.5 crore, and a Punjab National Bank car loan of ₹0.25 crore guaranteed by Radha Raman Agarwal (DRHP p.227). On September 7, 2026 the two ICICI overdrafts stood at ₹0.65 crore and ₹3.9 crore, ₹4.6 crore together, at 8.75% (DRHP p.101).

Source: DRHP p.95, DRHP p.193, DRHP p.225. The capitalisation statement leaves the post-issue column blank (DRHP p.225). There are no contingent liabilities or capital commitments (DRHP p.218). Charges for several ICICI Bank and Punjab National Bank facilities were not registered or modified with the Registrar of Companies, which the company says was inadvertent (DRHP p.220).

08What the money is for

Swyom Advisors IPO objects: what the money is for

Source: DRHP p.95, DRHP p.102. The rupee size of the fresh issue depends on a price not yet set, so the share of each object cannot be worked out (DRHP p.94).

Office premises, ₹11.0 crore: 1,496 sq ft of carpet area on the 6th floor of Mint, Sahar Plaza Complex, Andheri East, owned by Tulsiani-Sumer Associates, at ₹65,000 a sq ft (₹9.7 crore), plus parking, maintenance, stamp duty and other charges (DRHP p.97). The figure comes from a CBRE letter of intent dated September 15, 2026, valid for six months; no binding agreement has been signed (DRHP p.97, DRHP p.98). The company now works from two offices of 512 sq ft each, one of them rented from Radha Raman Agarwal at ₹1,48,838 a month (DRHP p.96). The purchase is scheduled for FY 2027-28 (DRHP p.95).

Repayment of borrowings, ₹4.6 crore: the two ICICI Bank overdrafts, taken for working capital, outstanding at ₹4.6 crore on September 7, 2026 (DRHP p.101). The company says it has the lenders' consents (DRHP p.100). Scheduled for FY 2026-27 (DRHP p.95).

Hiring, ₹2.4 crore: six senior sales managers at ₹1.25 crore in all and four senior research staff at ₹1.1 crore, based on a quotation from M/s. New Horizon, an HR agency the company has used for five years; nobody has been hired yet (DRHP p.99, DRHP p.100). Scheduled for FY 2026-27 (DRHP p.95).

The objects have not been appraised by any bank or financial institution, and no monitoring agency will be appointed because the issue is below ₹50 crore (DRHP p.103).

Into the business the fresh issue of up to 40,00,000 shares, at a price not yet set (DRHP p.94). To selling shareholders up to 10,00,000 shares from the two promoters, at a price not yet set (DRHP p.94).

09Who is selling

Swyom Advisors IPO offer for sale: who is selling

Source: DRHP p.86, DRHP p.94; the last column is our arithmetic. Each block of 5,00,000 shares is 3.80% of the pre-issue capital (DRHP p.60). The weighted average cost of acquisition is ₹2.40 a share for Radha Raman Agarwal and ₹2.92 a share for Sweta Agarwal (DRHP p.1). Offer expenses other than listing fees are shared between the company and the sellers in proportion to shares sold (DRHP p.94).

10Promoters

The promoters are Radha Raman Agarwal and Sweta Agarwal (DRHP p.182). The document states that Radha Raman Agarwal is the husband of Sweta Agarwal (DRHP p.171). Together they hold 1,25,10,600 shares, 95.10% of the company; the promoter group holds a further 1.14% (DRHP p.87).

Radha Raman Agarwal, 46, Chairman and Managing Director, is a chartered accountant who worked at Asian Paints Limited from 2003 to 2019 and as Vice President, Finance at Pidilite Industries Limited from 2019 to March 2023, and joined the company as Managing Director in 2023 (DRHP p.168, DRHP p.170). Sweta Agarwal, 42, Whole-Time Director, was an equity research analyst with Gangour Investments Limited from 2014, a director since January 21, 2019 (DRHP p.168, DRHP p.170).

Pay: in FY26 Radha Raman Agarwal was paid ₹0.60 crore, Sweta Agarwal ₹0.30 crore and Aditi Kedia, Executive Director, ₹0.20 crore (DRHP p.172). New terms allow up to ₹60,00,000 a year for the Managing Director and ₹30,00,000 for the Whole-Time Director (DRHP p.172). Kamal Kishor Agarwal, father of a key managerial person, was paid ₹0.07 crore in each of the three years (DRHP p.214).

Property dealings: the corporate office at B-912 is rented from Radha Raman Agarwal under a leave and licence running to March 31, 2027; rent to related parties was ₹0.17 crore in FY26 (DRHP p.154, DRHP p.214). The company has leased its own residential flat to Radha Raman Agarwal for three years from June 1, 2026 (DRHP p.38). The rent for the flat is not given. The fire and burglary policies for the rented office are in the name of Radha Raman Agarwal (DRHP p.42).

Other ventures: both promoters are directors of Uma Commodeal Private Limited and designated partners of Emerald Path LLP and Blue Beacon Future LLP; Radha Raman Agarwal is a shareholder of Swyom Capital Private Limited (DRHP p.183). The promoter group also includes Aagman Advisors LLP, Arniesha Advisors LLP, Aarav Preet Advisors LLP and Bhavya Growth Advisors LLP (DRHP p.185). There are no group companies (DRHP p.187).

Guarantees and pledges: no promoter shares are pledged (DRHP p.88). The Punjab National Bank car loan carries a personal guarantee of Radha Raman Agarwal (DRHP p.227).

Cases: none against the promoters (DRHP p.242).

Promoter economics: the present promoters took control on March 27, 2023 through gifts of shares from Kamal Kishor Agarwal, Uma Devi Agarwal, Manjari Agarwal and Kamal Kishor Agarwal (HUF), for no consideration (DRHP p.183). Sweta Agarwal had earlier taken 90,000 shares at ₹10 in October 2016, 1,35,000 at ₹11 in January 2018, and 90,000 by transfer at ₹10 in 2018 and 2019 (DRHP p.88).

On July 31, 2023 the two promoters took 3,75,050 rights shares each at ₹40 (DRHP p.82, DRHP p.88). On August 1, 2026 a 5:1 bonus gave Radha Raman Agarwal 52,05,250 and Sweta Agarwal 52,20,250 shares (DRHP p.88). The average cost is ₹2.40 and ₹2.92 a share (DRHP p.1).

11Who already owns it

Swyom Advisors promoter holding before and after the IPO

Source: DRHP p.85, DRHP p.86, DRHP p.87; the after-issue column and the last row are our arithmetic. There are 1,31,55,600 shares of ₹10 before the issue and 9 shareholders (DRHP p.59, DRHP p.87). If all 40,00,000 new shares are issued and both promoters part with 5,00,000 shares each, the total becomes 1,71,55,600 shares and the promoters' 95.1% becomes about 67.1%, so 95.1% → 67.1% (our arithmetic, DRHP p.87). Promoters and promoter group together go from 96.24% to about 68.0% (our arithmetic, DRHP p.85). The document leaves the after-issue percentages blank (DRHP p.87).

One year before filing, Shree Gopal Agarwal (HUF) held 82,500 shares, 3.76%; at filing it holds 3,000 and Debi Prasad Sanghai holds 4,92,000, 3.74% (DRHP p.86, DRHP p.87). Debi Prasad Sanghai received 4,10,000 bonus shares on August 1, 2026 (DRHP p.83); the document does not show how the earlier shares were acquired. No fund or company outside the promoter group holds shares. Up to 17,15,560 bonus shares of each promoter are to be locked in for three years as the minimum promoters' contribution (DRHP p.89).

12What changed just before the IPO

• Revenue and profit: revenue from operations went from ₹2.9 crore in FY24 to ₹9.7 crore in FY26 and profit after tax from ₹0.15 crore to ₹5.3 crore (DRHP p.194).
• Receivables: about 16 days of revenue in FY24 and about 9 days in FY26 (our arithmetic, DRHP p.193).
• Directors' pay: ₹0.56 crore in FY24 and ₹0.75 crore in FY26 (DRHP p.214).
• Change of control: gift transfers to the present promoters on March 27, 2023 (DRHP p.183); Radha Raman Agarwal became Managing Director on March 23, 2023 (DRHP p.174).
• Fund launched: SEBI registered the alternative investment fund on November 21, 2022 and the scheme launched on September 8, 2023 (DRHP p.245, DRHP p.141).
• Rights issue: 7,50,100 shares at ₹40 on July 31, 2023, ₹3.0 crore, to the two promoters (DRHP p.82, DRHP p.195).
• Bonus issue: 5:1 on August 1, 2026, 1,09,63,000 shares (DRHP p.83).
• Share split: none in the share capital history (DRHP p.80).
• Pre-IPO placement: none; no issue of shares other than the bonus in the 18 months before filing (DRHP p.111).
• Last allotment before the IPO other than the bonus: the rights issue at ₹40 a share, July 2023 (DRHP p.82).
• Consulting jump: consultancy income from ₹0.99 crore in FY25 to ₹5.4 crore in FY26 (DRHP p.208).
• Debt: borrowings of ₹2.9 crore taken in FY26 after the FY24 loans were repaid in FY25 (DRHP p.195).
• Registered office: moved from Kolkata to Mumbai, effective with a fresh certificate on April 20, 2026 (DRHP p.244).
• Board and officers: three independent directors appointed on August 10, 2026, and Aditi Kedia as Executive Director on the same day (DRHP p.174); a new CFO and company secretary on June 17, 2026, after the former company secretary resigned on October 10, 2025 (DRHP p.181).
• ESOP: SWYOM ESOP 2025, adopted October 27, 2025, for up to 1,97,334 shares; options have been granted but no shares allotted (DRHP p.92).
• Property: the promoter flat lease from June 1, 2026 and the Kolkata office purchase on August 18, 2026 (DRHP p.154).
• Records: some old allotment records, including 4,19,300 shares from FY 2005-06, cannot be traced, and several filings with the Registrar were wrong or late (DRHP p.32).
• Auditor: Bhuwania & Associates; no change in the last three years (DRHP p.72).
• Public company: incorporated as a public limited company on April 11, 1996 (DRHP p.2).
• Dividend: none in the last three financial years (DRHP p.188).

13Capacity and expansion

The company states that capacity and capacity utilisation do not apply because it is not a manufacturing business (DRHP p.153).

Source: DRHP p.141, DRHP p.145. The office space is 1,024 sq ft across two units, which the company calls congested (DRHP p.96). The issue-funded office adds 1,496 sq ft of carpet area (DRHP p.97), and the hiring adds ten people to a staff of 19 (DRHP p.99, DRHP p.100). The document does not say how much more money the fund can manage with the added staff, and the step from staff to fees cannot be made from the filing.

14Market size and industry structure

Swyom Advisors industry: market size and growth

As claimed: the company did not commission an industry report. The chapter says its information "has been extracted from various websites and publicly available documents" and that nobody connected with the offer has verified it (DRHP p.118). It quotes the IMF's April 2026 World Economic Outlook, India Brand Equity Foundation, SEBI's alternative investment fund statistics and the Association of Portfolio Managers in India (DRHP p.122, DRHP p.131, DRHP p.135).

For alternative investment funds, India had 1,550 registered funds as of September 2025, and commitments rose almost 110% from ₹6.41 trillion in 2021-22 to ₹13.49 trillion in 2024-25 (DRHP p.127). The business chapter puts total commitments above ₹17.53 lakh crore as of June 2026 (DRHP p.149). For portfolio management services, assets stood at ₹42.5 lakh crore in May 2026 across about 2.12 lakh client accounts (DRHP p.131).

The part that is addressable: the company runs one Category III fund, the type allowed to borrow and trade derivatives, open to investors putting in at least ₹1 crore, or ₹25 lakh for accredited investors (DRHP p.129, DRHP p.141). The chapter states that 80% of registered funds are Category I and II, venture capital, private equity and debt funds (DRHP p.127). It does not give the size of Category III on its own, and the SEBI data table it reproduces is an image that does not come through as text (DRHP p.129, DRHP p.130).

What the company is today: ₹243.65 crore of assets under management at March 31, 2026 and ₹314.96 crore at August 31, 2026 (DRHP p.145, DRHP p.141). The chapter gives industry commitments, not assets for Category III, so this study does not work out a market share.

Size over time: the chapter states that alternative fund assets grew at 28% a year between June FY19 and June FY24, and that portfolio management assets grew 10% over the year to May 2026 with client numbers up about 5% (DRHP p.127, DRHP p.133). The number of registered portfolio managers reached 520 (DRHP p.135). The chapter states that alternative funds are projected to be 15% of the assets of India's wealth management industry by 2027, without naming who projects it (DRHP p.127).

Segments: the chapter divides alternatives into private equity at USD 250 billion, real assets at USD 125 billion and private credit at USD 25 billion in India (DRHP p.127). Within portfolio management, discretionary mandates were 84.9% of assets and 95.4% of clients in May 2026 (DRHP p.132). The company sits in the hedge-fund style Category III, which the chapter describes as using "diverse or complex trading strategies" and leverage (DRHP p.129).

What drives demand: the chapter names wealthy individuals looking for returns, and claims that 75% of alternative funds generated positive alpha and that equity alternative funds beat the BSE Sensex total return index for five years in a row (DRHP p.127). It also cites India's economic growth, with real GDP estimated to grow 7.7% in FY 2025-26, and bank credit growth of 17.7% to July 2026 (DRHP p.122, DRHP p.123). Private equity and venture capital investment was ₹1.81 lakh crore across 604 deals in the first half of 2026 (DRHP p.124).

Structure: the chapter states that 44% of new schemes launched from 2022 to 2024 came from first-time fund managers (DRHP p.127). The business chapter describes competition from asset managers, portfolio managers, wealth managers, banks, insurers and brokers, and names none of them (DRHP p.155). The only listed company the document treats as comparable is Gaja Alternative Asset Management Limited (DRHP p.107).

Inputs and trade: the business needs people and distribution rather than materials. The fund pays an administration fee of 0.25% to the trust, and the company's own costs are mainly salaries, which were 57.71% of total expenses in FY26 (DRHP p.141, DRHP p.99).

Rules: alternative funds are registered under the SEBI (Alternative Investment Funds) Regulations, 2012; a Category III fund needs a corpus of at least ₹20 crore, the manager or sponsor must keep a continuing interest of the lower of 5% of the corpus or ₹10 crore, and no more than 10% of investable funds may go into one company (DRHP p.129). The company also follows SEBI portfolio manager rules, the anti-money laundering law and SEBI's cyber security framework (DRHP p.158, DRHP p.153).

What the chapter says can go wrong: the IMF material describes slower world growth, a conflict in the Middle East, higher energy prices and tighter financial conditions, with bond yields up and equity prices down (DRHP p.118, DRHP p.122). The risk factors add that the fund's results move with the stock market, that leverage can magnify losses, and that rule changes for alternative funds can raise costs (DRHP p.33, DRHP p.45). The chapter does not discuss fee levels, redemptions or competition among Category III funds.

15Competitive position

Swyom Advisors competitors

Source: DRHP p.107, DRHP p.110, DRHP p.111, converted from ₹ thousand. Gaja's total income is about 13.8 times the company's (our arithmetic, DRHP p.107). Gaja is shown consolidated and the company standalone (DRHP p.110). The document prints Gaja's FY26 profit at ₹82.0 crore, higher than its EBITDA of ₹72.1 crore (DRHP p.111).

What the company puts forward: a Category III fund it says was named among the "Top 10 Category III AIFs in 2024" by Moneycontrol, an open-ended structure, a three-strategy approach, a network of 78 distributors and the promoters' finance background (DRHP p.144 to DRHP p.147). Against that: one fund, a track record the company itself calls limited, a research team of three professionals, and a smaller asset base than established players (DRHP p.149, DRHP p.150).

16Peers the company named

Peers named in the offer document: Gaja Alternative Asset Management Limited (DRHP p.107).

The document says there is no listed company exactly comparable and picks Gaja because it is comparable to one of the company's key business lines (DRHP p.107). Gaja's P/E is given as 20.34 at its BSE closing price of ₹145.85 on September 27, 2026, with EPS of ₹7.17 on ₹5 shares, return on net worth of 13.13% and net asset value of ₹53.73 a share (DRHP p.106, DRHP p.107).

The company's FY26 EPS is ₹4.01 on ₹10 shares after the bonus, return on net worth 33.74% and net asset value ₹11.88 a share (DRHP p.105, DRHP p.106, DRHP p.107). With no price band, no P/E for the company can be stated.

17Risks, in plain words

Swyom Advisors IPO risks

Business: one fund: all fund income comes from Swyom India Alpha Fund (DRHP p.27) → a fall in the fund's assets or returns cuts both fees and the company's own investment → fund management and sponsor income was 39.9% of FY26 total income (DRHP p.30).

Customers: consulting: consultancy income rose to ₹5.4 crore in FY26 from ₹0.99 crore in FY25 (DRHP p.208) → no client, number of assignments or contract length is disclosed, and this line fell 20.20% in FY25 (DRHP p.236) → it was 56.05% of FY26 revenue from operations (DRHP p.235).

Financial: own money in the fund: the company holds ₹16.1 crore of units in its own fund at cost (DRHP p.205) → gains count in profit only when units are redeemed, and a fall in value would hit both assets and income → other income, mostly such gains, was 26.71% of FY26 profit before tax (DRHP p.213).

Business: markets and leverage: the fund may borrow up to two times its assets and invest in unlisted shares and corporate action trades (DRHP p.141) → losses and redemptions can come together in a falling market → the company states that the fair value of certain investments fell between Fiscal 2025 and Fiscal 2026 (DRHP p.41).

Suppliers: Nuvama: the broking line runs entirely through Nuvama (DRHP p.29) → a change in that arrangement ends the line → broking was 12.5% of FY26 total income (DRHP p.30).

Promoters: the company rents its corporate office from Radha Raman Agarwal and has leased its own flat to the same promoter (DRHP p.37, DRHP p.38) → these are related-party dealings with no comparison to market terms in the document → office rent to the promoter is ₹1,48,838 a month (DRHP p.96).

Regulation and records: the company found historical non-compliances, untraceable allotment records and wrong or late filings, and is preparing compounding applications (DRHP p.31, DRHP p.32) → penalties may follow → 4,19,300 shares allotted in FY 2005-06 have no traceable allotment record (DRHP p.32).

Issue-specific: the office purchase rests on a broker's letter of intent with no binding agreement, and no staff has been hired (DRHP p.98, DRHP p.100) → the schedule and cost may change → ₹11.0 crore of the fresh issue is earmarked for the office (DRHP p.95).

18Litigation and regulatory matters

Cases against Swyom Advisors and its promoters

Creditors: 11 creditors were owed ₹0.02 crore at March 31, 2026 (DRHP p.243). Debarment: none of the company, promoters, promoter group or directors is debarred by SEBI or declared a wilful defaulter (DRHP p.247). The company states that penalties for the historical lapses, if any, will be paid from internal accruals and not from the issue (DRHP p.32).

19Related-party transactions

Source: DRHP p.66, DRHP p.67, DRHP p.214, converted from ₹ thousand. The table names the trust as an entity in which a director has significant influence (DRHP p.66). The fund units held were ₹16.1 crore at March 31, 2026 (DRHP p.67). Related-party transactions totalled ₹16.2 crore in FY26, of which investments in fund units were 69.43% (DRHP p.43).

What appeared in the two years before filing: the lease of the company's flat to Radha Raman Agarwal from June 1, 2026 (DRHP p.38), the leave and licence for the corporate office from April 1, 2024 (DRHP p.154), and larger fund investments in FY26 (DRHP p.66). The company says its related-party transactions were at arm's length (DRHP p.43).

20What the offer document does not say

Revenue from the largest clients is not disclosed, and no consulting client is named. Fees and commission are not split into management fees, performance fees and commission. The fund's returns year by year are not given in the document, beyond a since-inception figure the company attributes to PMS Bazaar (DRHP p.149). The fair value of the company's own fund units is not given; they are carried at cost (DRHP p.205).

The rent for the flat leased to the promoter is not given. The cost of the Kolkata office bought on August 18, 2026 is not given (DRHP p.154). Portfolio management assets and income are not given. The text of the FY25 emphasis of matter is only partly legible (DRHP p.192). The issue size in rupees, the price band, general corporate purposes and issue expenses are blank (DRHP p.94, DRHP p.102).

The after-issue shareholding is blank (DRHP p.87).

Some inconsistencies are recorded as document matters, not business ones: executive directors' pay for FY26 adds to ₹1.10 crore in the management chapter but directors' remuneration is ₹0.75 crore in the related-party note (DRHP p.172, DRHP p.214); the Managing Director's term is stated as March 23, 2023 to March 23, 2027 in one place and March 03, 2023 to March 03, 2027 in another, with different renewal dates (DRHP p.168, DRHP p.172);

the promoter and management chapters say no promoter or director guarantees the company's loans while the indebtedness chapter shows the car loan guaranteed by Radha Raman Agarwal (DRHP p.174, DRHP p.227); the business chapter labels the business line shares as a percentage of revenue from operations while the risk factors call them a percentage of total income (DRHP p.142, DRHP p.30);

Sweta Agarwal's January 2018 shares are a rights issue on January 16, 2018 in one table and a private placement on January 13, 2018 in another (DRHP p.88, DRHP p.82); the March 2023 gift transfers are dated March 21 and 24 in one table and March 27 in another (DRHP p.88, DRHP p.183);

the authorised capital after July 27, 2026 is ₹18,50,00,000 in the capital structure and ₹1,85,00,000 in the history chapter (DRHP p.80, DRHP p.164); and the confirmations state that no director is associated with a SEBI-registered securities market business while the company itself is a SEBI-registered fund manager (DRHP p.247, DRHP p.245).

21Five questions for management

1. Who were the consulting clients behind ₹5.4 crore of FY26 consultancy income, how many assignments were there, and how much came from the largest client?
2. How much of FY26 fees and commission of ₹4.0 crore was management fee, how much performance fee and how much commission?
3. What was the market value of the company's ₹16.1 crore of units in its own fund at March 31, 2026, and how much of FY26 profit came from redeeming them?
4. What rent does Radha Raman Agarwal pay for the company's flat at DB Woods, and what did the Kolkata office bought on August 18, 2026 cost?
5. What were the fund's yearly returns in FY24, FY25 and FY26, and how much did investors redeem in each year?

1Sources and cited facts

This study was read from 1 document the company filed. The 195 figures it cites are listed under the document each came from, with the page and the sentence as printed.