Beauty Garage Limited

This section provides an overview of the Indian economy, detailing global economic trends and India's specific growth projections. It references various industry reports and data sources to support its claims. Key economic observations include the growth trajectory of the global economy, India's position as a major consumer market, and demographic factors such as population growth, the female workforce participation rate, urbanization trends, and the growing middle class.

The Indian economy is expected to see increased consumption of discretionary products due to rising disposable incomes, which is driving demand towards premium and luxury goods. The retail market is expanding, with organized retail expected to gain dominance over the unorganized segment. The Beauty and Personal Care (BPC) industry is fueled by evolving lifestyle trends, digital penetration, and the desire for personalized products. Key segments within the BPC market, such as skincare and make-up, are projected for high growth, driven by shifts in consumer habits and innovation.

The beauty and personal care industry is experiencing significant shifts driven by various factors, including the adoption of omnichannel strategies and the rise of quick commerce platforms. Government initiatives have also played a role by rationalizing GST on certain products and providing policy support for domestic growth. Key market trends include a growing preference for conscious beauty products, demand for product customization, and a move towards premiumization. The market also faces challenges such as a fragmented market and evolving regulatory measures. The market is broadly segmented into various product categories, with the hair care segment being a major component.

The Indian hair care market is a multi-channel ecosystem involving general trade, modern trade, specialty verticals, salons, and e-commerce. The market segmentation shows diverse sales channels with different penetration levels across various product categories. The market is evolving with brands adopting hybrid distribution strategies to maximize reach across these channels. Different channels cater to different consumer preferences, such as general trade for mass appeal and modern trade for extensive assortments.

The Indian hair care market shows significant regional diversity, with top eight metro cities accounting for 31.0% of the market in FY 2025. Growth is being driven by demand for new-age products featuring clean, natural, or tech-led formulations. Key growth drivers are emerging in tier-I and tier-II and beyond cities, which are projected to grow at CAGR rates of 11.5% and 11.8% respectively between FY 2025 and FY 2030. The market is segmented by price into Mass, Masstige, and Premium categories, with a projected shift towards the Masstige segment leading by FY 2030. Emerging consumer trends include premiumization, the rise of D2C brands utilizing quick commerce, the evolution of male grooming, and a strong preference for natural and Ayurvedic formulations.

The Indian beauty salon industry is fragmented, with a growing trend towards organized formats driven by national and regional chains, franchise models, and digital platforms. The organized segment accounted for approximately 33.4% of the market in FY 2025, and this share is projected to increase significantly by FY 2030. The market is segmented into four broad formats based on investment level and service mix, ranging from luxury chains to small independent salons. Furthermore, the market exhibits geographical concentration, with the North and South regions accounting for the majority of the market value.

The Indian beauty salon market is segmented into hair, skin, and nail services, with skin-care services accounting for approximately 54.0% of the total in FY 2025. Hair services constitute about 41.0% of the market, while nail services grew from around 4.4% in FY 2019 to about 4.8% in FY 2025, with projections indicating a shift towards higher-value services. The market is dominated by female consumers, who form the primary customer base across both organized and unorganized formats. Growth in the market is driven by rising disposable income, urbanization, and the influence of digital media, which encourages consumers to seek out professional salon treatments.

The market for professional haircare products is experiencing growth due to the increasing frequency and technical complexity of in-salon services, such as advanced colouring and treatments, which necessitate specialized professional-only products. The market operates through a structured B2B distribution model involving manufacturers, super-stockists, distributors, and salons. Large, organized players utilize company-managed logistics, whereas smaller players rely on multi-tier structures with intermediaries. Brands employ various commercial incentives to encourage consistent channel engagement and volume growth.

The provided text details various ingredients used in professional haircare products, outlining their functions and the brands that utilize them. It covers a broad spectrum of ingredients, including those for hair strength, shine, conditioning, scalp health, and anti-dandruff properties. Furthermore, the text discusses market trends in the Indian hair salon B2B sector, noting a shift towards specialized, treatment-oriented products and the rise of ingredient-led repair solutions. It also touches upon trends in ammonia-free hair color formulations and the growing focus on scalp-centric and therapeutic treatments.

The provided text details the landscape of key salon chains in India, including their establishment years, the services they offer, and the number of salons they operate. It lists several major players such as Lakme Lever, Jawed Habib, VLCC, and others, along with the services provided by each chain. Furthermore, the text outlines the product portfolio of hair care brands, categorizing them into various product lines like shampoo, conditioner, hair mask, hair oil, and kits, and detailing the variants and price ranges for these products.

The Indian hair care market utilizes a multi-channel distribution model that includes traditional retail, modern trade, e-commerce marketplaces, and chain salons. Mass-market brands focus on supermarket and retail penetration for scale, whereas professional salon brands depend on Business-to-Business (B2B) partnerships with stylists, academies, and franchise salons. E-commerce has introduced a new dimension by allowing both professional-grade and consumer-focused products to reach end-users directly.

This section details the competitive landscape within the hair care industry by analyzing the network of key salons, pricing structures, regional store counts, and financial performance metrics of major players. It provides data on various salon chains, price ranges for different hair treatments, geographical distribution of stores, and performance indicators such as revenue growth, gross profit margins, EBITDA margins, profit after tax margins, and return on equity across different companies.

The company operates in the premium and salon-grade haircare segment, providing advanced hair treatment and maintenance solutions for luxury salons, beauty professionals, and retail consumers across India. It offers a diverse portfolio of professional haircare products and treatment systems, covering shampoos, conditioners, styling products, scalp care solutions, and hair treatment products. The company has integrated capabilities, including in-house research and development (R&D), manufacturing, designing, packaging, and marketing. They have established a significant pan-India presence through a salon network reaching 272 cities and distributing products to over 13,044 salons. Products are available through premium salon chains and various e-commerce platforms and their own website for direct sales.

The company generates revenue from operations, which is broken down into various product ranges, with the K9 Range contributing the largest percentage of revenue. The products are further categorized into specific sub-categories such as Daily Hair Care, Hair Care Treatment, and Styling products. The company has developed a diversified customer base primarily consisting of hair salons, with significant year-on-year growth in the number of salons supplied. Sales are facilitated through a structured distribution model involving Super Stockists and Distributors across various regions of India. The entire distribution chain operates through a centralized, licensed software-based platform to manage orders, inventory, and stock levels in real time.

The company utilizes a technology-based system to monitor inventory, analyze regional demand, and ensure operational transparency, which is considered a competitive advantage. The company has expanded into direct-to-consumer (DTC) and e-commerce channels, which contributed 17.89% of total revenue as of March 31, 2026. The marketing strategy involves a three-fold approach focusing on sales teams, social media promotion, and third-party search engine engagements for targeted advertising. The company focuses on building long-term relationships with salon professionals through training workshops and promotional events. The company offers a broad portfolio of hair care products, including daily care, treatment, and styling lines, organized into specialized ranges. The company is led by its founders, who have extensive experience in the industry, and they are involved in various aspects of the business from product conceptualization to sales strategy.

The company has expanded its distribution channels beyond professional salons into direct-to-consumer (DTC) and e-commerce platforms. The market is showing a trend towards premium hair care products, which is expected to grow faster than the overall industry. The company leverages in-house Research and Development (R&D) capabilities to drive data-driven product innovation, including the development of products utilizing bio-ferment technology. The company is planning to expand its manufacturing capacity to meet increasing demand and is also exploring strategic partnerships for product development and international expansion.

The company offers a diverse range of hair care products categorized into several sub-ranges, including Botoplexx, Fizz Dismiss, Keratin, Shea, Scalp Sense, and Botoliss. These product lines target various hair concerns such as smoothing, frizz reduction, moisture retention, and damage repair. The company utilizes various natural and chemical ingredients across these lines, and it has established manufacturing and semi-manufacturing facilities in India, with a separate warehouse for imported materials.

This section details the operational capacity and utilization of the Andheri Manufacturing Facility over the last three financial years, noting fluctuations in capacity utilization. It also describes the two distinct manufacturing processes employed by the company, differentiating between a semi-manufacturing process and a full manufacturing process. Furthermore, the text outlines the steps involved in each manufacturing process, including procurement, testing, storage, batch planning, and final dispatch. The section also covers corporate social responsibility activities, detailing expenditures made towards various educational and relief initiatives across different financial years.

This section details various aspects related to the issuer's operational setup, including the location and terms for leasing or licensing properties. It lists several addresses, the purpose for which they are intended, the agreement commencement dates, the duration of the lease or license, and the associated monthly fees. Furthermore, it specifies details regarding owned properties, such as non-agricultural land for manufacturing facilities, and outlines commitments to environmental, health, safety, and security procedures.

This section details a broad overview of various Indian laws and regulations that may apply to the issuer's operations. It covers regulations concerning e-commerce, digital personal data protection, foreign exchange, labour laws, environmental laws, intellectual property, and various tax legislations. The text specifies several key acts and rules that govern different aspects of business conduct, including contracts, worker protection, pollution control, and trademark protection.

The company, originally incorporated as Beauty Garage India Private Limited, underwent several name and conversion changes between 2021 and 2025, culminating in its conversion to a public limited company. Key corporate milestones include various name changes, changes in the Memorandum of Association clauses, and the issuance of new certificates of incorporation. The company has also experienced product introductions, international participation, and significant growth in the number of salons crossed. The company currently does not have a holding company, and there are no reported defaults in borrowings.

As of the date of this Draft Red Herring Prospectus, the Company currently has no joint ventures, subsidiaries, or associate companies. A significant corporate event involved an Asset Purchase Agreement dated March 12, 2026, between the Company and GoFab Genesis LLP for transferring business assets. This agreement followed a memorandum of understanding and a deed of assignment concerning business assets and trademarks. Furthermore, the Company has entered into agreements with Senior Management, Whole-time Directors, and Promoters, and there are no material agreements or undisclosed clauses applicable to the Company.

The definitions section clarifies various terms used in the Draft Red Herring Prospectus. It specifies that 'Company' refers to Beauty Garage Limited, a public limited company incorporated in India. It details various corporate terms, including the identity of the Statutory Auditors and the promoters involved. Furthermore, it outlines procedures related to the offer, such as the basis for allotment, the roles of various intermediaries, and the process for accepting bids.

This section details various terms related to the issuance process, including the prospectus, eligible investors, and various aspects of the offer. It specifies that the Draft Red Herring Prospectus is issued in accordance with SEBI ICDR Regulations and does not contain complete pricing details. It outlines different categories of bidders such as FPIs, NRIs, QIBs, and Retail Individual Bidders, along with provisions for different portions of the offer. Furthermore, it defines various accounts, agreements, and mechanisms related to fund collection and the bidding process.

This section primarily defines various financial and operational terms used within the prospectus. It includes definitions for various operational metrics such as promotion expenses as a percentage of sales, working capital days of sale, and various revenue components from online and offline channels. It also lists numerous industry-specific terms, abbreviations, and legal concepts.

This section primarily outlines conventions regarding the presentation of financial, industry, and market data within the Draft Red Herring Prospectus. It specifies which jurisdictions and time references are considered, and details the standards under which the financial information has been prepared. It also clarifies the limitations of the financial data, noting differences between various accounting principles, and details the sources for industry and market data. Furthermore, it includes forward-looking statements and lists various risks that could cause actual results to differ from expectations.

This section details the structure of the offer, outlining the breakdown of equity shares being offered across different investor categories. The offer includes components such as a Fresh Issue, an Offer for Sale, and various portions categorized as QIB, Non-Institutional, and Retail. It also specifies conditions related to the allocation and bidding process, including rules for allocation, under-subscription handling, and the involvement of various parties in the offer process.

This section presents a summary of the restated statement of cash flows for the financial years 2026, 2025, and 2024, categorized into operating, investing, and financing activities. The data details net cash generated from operating activities, cash used in investing activities, and net cash used in financing activities. The summary also shows the net increase or decrease in cash and cash equivalents over the period, along with the cash balances at the beginning and end of the period.

This section details the share capital structure of the company as of the Draft Red Herring Prospectus date, including the authorized and issued share capital. It outlines various aspects related to the issuance and allotment of equity shares, including history, and clarifies that no preference shares are currently outstanding. Furthermore, it states that the company has not issued equity shares or preference shares at a price lower than the Offer Price in the preceding year and has not issued specified securities through bonus issue or for consideration other than cash since its incorporation.

The promoter group, consisting of Mahesh Babubhai Ravaria and Jigar Babubhai Ravaria, collectively holds 96.45% of the issued, subscribed, and paid-up equity share capital as of the Draft Red Herring Prospectus date. The company's shareholding structure shows significant transactions involving transfers, bonus issues, and gifts over time. Furthermore, the company confirms that none of the equity shares held by the promoters are currently pledged or otherwise encumbered.

This section details the shareholding of the company's Promoters and Promoter Group members as of the date of the Draft Red Herring Prospectus. It also outlines secondary transactions involving these parties and specifies various lock-in provisions for the equity shares. The company confirms that the Promoters' contribution constitutes 20% of the fully diluted post-Offer equity share capital, which is subject to a three-year lock-in period. Furthermore, various regulations regarding the handling of locked-in shares, the nature of acquisitions, and restrictions on future capital structure changes are disclosed.

The provided section of the Draft Red Herring Prospectus mentions requirements under applicable law and the proper disclosure of such intimations to subscribers of a Pre-IPO Placement. It also states that the company currently does not have any employee stock option scheme as of the date of the Draft Red Herring Prospectus.

The Offer involves a Fresh Issue of equity shares and an Offer for Sale of equity shares by Promoter Selling Shareholders. The Gross Proceeds from the Fresh Issue are estimated at ₹125.00 Crore. The utilization of the net proceeds is proposed for funding capital expenditure for a new manufacturing facility and general corporate purposes. Furthermore, there is a possibility of a Pre-IPO Placement, which could reduce the funds raised from the Fresh Issue. The deployment of funds is detailed across various categories, including specific capital expenditure requirements for the proposed project.

The section details the estimated cost for the installation of solar panels at the Vasai Manufacturing Facility, which is proposed to utilize 1.34% of the total cost. It also outlines various confirmations regarding the funding and acquisition aspects, such as the non-interest of promoters and directors in vendors or land acquisition. Furthermore, it discusses the utilization of net proceeds for general corporate purposes, which is subject to limits and approvals. Finally, the text covers the estimation of various offer-related expenses and the sharing of costs between the company and promoter selling shareholders.

This section details various aspects related to the offer process, including the fees payable to different types of bidders and the funding sources for the proposed objects. It outlines the structure for calculating the offer price and provides information on the financial performance metrics of the company. Furthermore, it discusses the process for monitoring the utilization of the gross proceeds.

The section details the historical Key Performance Indicators (KPIs) used by the company to analyze business performance, noting that these metrics have been approved by the Audit Committee and certified by the CFO. The text specifies that the KPIs have been disclosed and verified by Statutory Auditors. It also outlines the commitment to continue disclosing these KPIs periodically for a duration dependent on the utilization of the offer proceeds.

This section details various transactions related to the company's equity shares, including primary and secondary transactions. It outlines the calculation of a weighted average cost of acquisition (WACA) based on these transactions. Furthermore, it discusses the process for determining the Floor Price and Cap Price relative to the WACA, and includes disclosures regarding the Offer, including the total issue size and the offer for sale by promoters.

This section primarily outlines the special direct tax benefits available to the company and its shareholders under various provisions of the Income-tax Act, 1961. It details aspects such as lower corporate tax rates, deductions for additional employee costs, and deductions for inter-corporate dividends. Furthermore, it addresses the applicability of these provisions under the newly enacted Income-tax Act, 2025, and clarifies the treatment of these benefits for different classes of shareholders. The statement also covers special tax benefits under Indirect Tax Laws, which are found to be unavailable.

This section details the independent auditor's examination report on the restated financial information of Beauty Garage Limited for the years ended March 31, 2026, 2025, and 2024. The report confirms that the financial information was prepared in accordance with various regulatory requirements, including the Companies Act, SEBI ICDR Regulations, and the Guidance Note on Reports in Company Prospectuses. The auditors relied on audited financial statements and special purpose financial statements from different years and confirmed that no qualifications were found in the reports examined.

This section details the financial structure and performance of Beauty Garage Limited through various statements. It includes a summary of liabilities, a restated Profit and Loss statement, a cash flow statement, and a statement of changes in equity. The data covers fiscal years ending March 31, 2026, 2025, and 2024, providing insights into operational performance, cash movements, and equity changes.

This section outlines the material accounting policies of Beauty Garage Limited, detailing its compliance with Indian Accounting Standards (Ind AS) and the application of various accounting principles. It covers aspects such as the classification of assets and liabilities, the treatment of property, plant and equipment, leases, financial instruments, employee benefits like gratuity, and revenue recognition methods. The policies specify how estimates and judgments are made, the useful lives for various assets, and the treatment of financial instruments under different measurement models.

This section details various accounting treatments and asset schedules for the company, including provisions, cash flow reporting methods, and schedules for Property, Plant and Equipment, Capital Work-in-Progress, Intangible Assets under Development, and Right of Use Assets. It outlines the accounting policies for inventory valuation, cash and cash equivalents, and the recognition criteria for provisions and contingent liabilities. Furthermore, it provides historical balances and additions/disposals for fixed assets and intangible assets over several fiscal years.

This section details various financial statement line items for Beauty Garage Limited across fiscal years ending March 31, 2024, 2025, and 2026. It includes data on financial assets, inventories, trade receivables, cash balances, tax assets, and equity share capital details. Specific notes clarify that certain assets are secured by borrowings and that trade receivables are hypothecated to banks for cash credit facilities.

This section details various financial statement components, including reserves, borrowings, provisions, and liabilities, across fiscal years ending March 31, 2024, 2025, and 2026. Key figures are provided for non-current and current borrowings, lease liabilities, provisions for various claims, and other financial liabilities. Furthermore, the text provides breakdowns of revenue from operations, details on the cost of material consumed, and various income components.

This section details various financial and operational expenses, including employee benefits, finance costs, depreciation, other expenses, and payments to auditors. It also includes disclosures regarding tax effects and earnings per share calculations, as well as related party transactions, including remuneration, loans, and purchases of goods. The data is presented across three fiscal years ending March 31, 2026, March 31, 2025, and March 31, 2024.

This section details the fair value measurements of financial instruments as of March 31, 2026, 2025, and 2024, categorized into financial assets and liabilities. It also covers risk management aspects, including credit risk, market risk (foreign currency and interest rate risk), and commodity price risk. The text explains the hierarchy for measuring financial instruments (Level 1, 2, and 3) and discusses the exposure to interest rate changes and commodity price fluctuations.

This section provides various disclosures related to the financial statements, including inventory variance details across different quarters for periods 2025-26, 2024-25, and 2023-24. It also details various accounting policies, such as the treatment of leases under Ind AS 116, and presents a comprehensive set of financial ratios comparing performance across fiscal years. The text also includes specific statements regarding compliance with various regulations and the nature of transactions with related parties.

This section details various actuarial and financial statement components for Beauty Garage Limited, including provisions related to employee benefits and the transition to Indian Accounting Standards (Ind AS). It presents data on the Present Value of Benefit Obligation, various costs and gains, and adjustments made during the first-time adoption of Ind AS. The data covers comparisons between the current period, the previous period, and the year ended March 31, 2024.

This section details various reconciliations between previous GAAP and Ind AS restated financial statements for Beauty Garage Limited, covering assets, liabilities, profit and loss, and cash flow. It includes detailed breakdowns of non-current and current assets and liabilities, as well as reconciliations for the profit and loss statement and cash flows. Furthermore, the text provides definitions for key financial metrics such as Basic EPS, Diluted EPS, EBITDA, Return on Net Worth, and Net Asset Value Per Equity, along with the methodologies used for their calculation.

This section provides details on the capitalization statement, management's discussion and analysis of financial condition and results of operations, and various factors affecting the company's financial condition. The company operates in the premium and salon-grade haircare segment, leveraging a diversified product portfolio and a pan-India presence through salon networks and e-commerce. The text details revenue growth, profit after tax margins, and the composition of revenue across different product ranges. It also discusses dependencies on raw material sourcing and the importance of brand image maintenance through various marketing strategies.

This section details various business promotion expenses, including Social Media Promotion, Digital Marketing, and Salon Engagements, across three financial years (FY26, FY25, and FY24). It also provides a percentage breakdown of business promotion expenses relative to total expenses. The text further outlines the basis for preparing financial statements, including compliance with Indian Accounting Standards (Ind AS), consistency in accounting policies, the functional currency, and the use of estimates and judgments in financial statement preparation. It also describes the classification of assets and liabilities, the going concern assumption, and various accounting policies related to Property, Plant and Equipment, Intangible Assets Under Development, and Leases.

This section details various accounting policies and definitions related to financial statement recognition, including treatments for financial liabilities, financial assets, derivatives, employee benefits, revenue recognition, and tax provisions. It outlines specific rules for impairment, derecognition of assets and liabilities, fair value measurement hierarchies, and the accounting for provisions and contingencies. Furthermore, it specifies how revenue, income, expenses, and cash flows are recognized, along with definitions for various cost components and earnings per share calculations.

This section details various financial metrics and operational results for the company across different financial years. It presents Gross Profit, EBITDA, Working Capital, and various non-GAAP measures, alongside detailed breakdowns of revenue, expenses, and profit figures. The text highlights significant year-over-year growth in revenue, driven by new product launches and increased e-commerce sales, while also detailing changes in cost of materials, employee benefits, and other operational expenditures.

This section details various financial metrics and flows across different financial years, including revenue breakdowns, expense changes, and cash movements. Key observations include fluctuations in cost of materials consumed, employee benefits expenses, finance costs, and depreciation/amortization. Furthermore, the text provides extensive detail on changes in inventories, working capital components, and various provisions and interest income/expense items across the reported periods.

This section details various aspects of the company's financial activities, including investing and financing cash flows across three financial years, and information regarding its financial liabilities and risks. Investing activities showed significant cash outflows for property, plant, and equipment in FY2026, while financing activities involved various payments and borrowings. The company disclosed that there are no contingent liabilities or material capital commitments outstanding as of the reporting date. Furthermore, the text outlines various market risks, including credit, interest rate, commodity price, and liquidity risks, along with competitive pressures in the industry.

The company has availed various loans and credit facilities, including cash credit and working capital demand loans, for the ordinary course of business purposes. As of June 30, 2026, the total outstanding amount pertaining to these loans was ₹9.43 Crore. The working capital borrowings include facilities from ICICI Bank (Cash Credit of ₹40.00 Crore and Drop Line Overdraft of ₹6.00 Crore) and HDFC Bank (Cash Credit of ₹8.00 Crore and a PSR facility of ₹1.00 Crore). The interest rate for fund-based working capital facilities is variable, linked to the Repo Rate, and the tenor for these facilities is short-term, typically twelve months.

Prospective investors should be aware of several material risks associated with the business, primarily stemming from supply chain dependencies and external market factors. Key risks include reliance on third-party suppliers for raw materials, which exposes the company to supply continuity issues, quality concerns, and potential cost changes. The business is also highly dependent on key customers, and disruptions in the distribution network, including third-party service providers and logistics, could negatively impact operations and cash flows. Furthermore, the company faces risks related to the import of raw materials, including potential disruptions, regulatory changes, and exchange rate fluctuations. The reliance on international suppliers and third-party service providers introduces various operational and financial uncertainties.

The company faces risks related to foreign currency exposure due to import and export activities, as well as potential impacts from fluctuations in exchange rates between the Indian Rupee and major foreign currencies. There is a lack of a formal hedging policy to mitigate these currency risks. Furthermore, the company is exposed to risks from raw material import disruptions, such as supply issues or increased import duties, which could affect operating margins. The company is also subject to various regulatory and legal requirements, including the risk of penalties for non-compliance, and potential issues with obtaining or renewing necessary licenses and approvals. There are also concerns regarding the complexity of managing multi-channel distribution networks and risks associated with brand reputation, including issues from social media and unfair trade practices.

The company faces several risks related to regulatory compliance, including notices from the Legal Metrology Department and industrial safety authorities regarding product declarations and factory operations. There is a dependency on a limited number of key products, and any decrease in their sales could negatively impact financial performance. Furthermore, the company is exposed to risks from its marketing strategy, such as reliance on social media, which is susceptible to negative commentary, changes in platform policies, and potential consumer boycotts. Risks also exist concerning the reliability of its distribution channels and the potential for conflicts of interest due to past agreements with promoters and SMPs.

The company faces several risks related to product returns, which can lead to revenue loss, increased logistics costs, and working capital strain. There is also a risk associated with related party transactions, including potential adverse effects on the business. Furthermore, there are concerns regarding non-payment of statutory dues, which could result in penalties. The company also faces product liability risks due to potential defects or issues with products sold by third parties. Operational risks include the uncertainty of lease renewals and the potential for competition to negatively impact profitability. Finally, the company's historical growth is not guaranteed, and future success depends on the ability to execute various growth strategies.

The prospectus outlines several risks related to business strategy implementation, including challenges in international expansion, competition, and integrating foreign employees. There are also risks associated with changing consumer preferences in the Beauty and Personal Care market, which can negatively impact demand. Furthermore, the reliance on the online commerce industry in India exposes the business to risks from consumer concerns regarding online transactions and the potential for the digital infrastructure to fail. Risks also exist concerning advertising laws and regulations, as well as potential failures in IT systems and third-party providers. Finally, expansion plans involve significant capital expenditure with associated risks related to construction delays, cost overruns, and the ability to utilize expanded manufacturing capacity.

The company is considering expanding manufacturing facilities to meet anticipated demand, but there is a risk that increased demand will not materialize, leading to underutilization of facilities and negative impacts on profitability and cash flows. There are several risks related to the workforce, including potential strikes, wage demands, and issues with sales personnel absconding or resigning. Furthermore, the company faces risks associated with labor laws concerning contract workers and potential unionization. The company also faces risks related to consumer demand, including sensitivity to discretionary spending and adverse economic factors. There are concerns regarding the ability to acquire new consumers cost-effectively and the potential impact of adverse political or economic developments on consumer spending. The company's brand relies heavily on its key brand, and there are concerns about the protection of its intellectual property, including potential infringement claims. Finally, the company faces risks related to the dependency on management expertise and the difficulty in recruiting and retaining skilled personnel. There are also risks concerning the availability of financing and the potential for operations to be curtailed if capital is not secured.

The risk factors detailed in this section cover several areas, including issues related to the control and influence of Promoters over business decisions, potential conflicts of interest among management and directors, and various payment-related risks. Risks include the potential for cash collected from consumers to be misappropriated, risks associated with fraudulent activity in cash on delivery payments, and the potential for increased operating costs due to payment processing fees. Furthermore, there are risks related to non-compliance with payment card network operating rules, which could lead to fines or loss of payment capabilities. Employees may misuse customer data and payment collection processes, leading to liability and reputational damage. Environmental, health, and safety laws pose risks, especially concerning suppliers, and there is a risk that insurance coverage may be inadequate for incurred losses.

The risk factors outlined in this section cover various areas, including financial stresses from customers, evolving laws and regulations, and macroeconomic uncertainties. There are concerns about new laws passed by the Government of India, such as Labour Codes, which could increase the financial burden. Furthermore, changes in data protection laws and the implementation of new criminal laws are noted as potential risks. The section also details risks related to the general economic and political climate of India, including currency fluctuations, credit scarcity, and trade tensions. Finally, there are concerns regarding the enforcement of judgments in foreign jurisdictions and differences between Indian accounting standards (Ind AS) and other principles like IFRS.

The company faces several risks related to legal enforceability of foreign judgments, competition law violations, and potential adverse actions from the Competition Commission of India (CCI). There are also significant risks concerning foreign investment restrictions, exchange controls, and the potential for government imposition of foreign exchange restrictions. Furthermore, the company's ability to pass on cost increases due to inflation, adverse economic conditions, and potential disruptions from natural disasters or political events is highlighted. Finally, there are risks related to the marketability of equity shares, such as price fluctuations and restrictions on pre-emptive rights for existing shareholders.

This section outlines several risks related to the issuance and trading of equity shares. Risks include potential issues with bidder ability to sell shares due to market volatility, dilution from future equity issuances, and restrictions on third-party takeovers under Indian laws. Furthermore, there are risks concerning the failure of an offer to meet minimum subscription levels, uncertainty regarding the timely listing and trading of shares on stock exchanges, and the impact of foreign exchange fluctuations on the value of equity shares. Finally, the section warns that analyst research can negatively affect the stock price and trading volume.

The section confirms the absence of outstanding criminal proceedings, regulatory actions, or claims related to direct and indirect taxes involving the Company, Promoters, or Directors, except as specifically disclosed below. It also states that there are no outstanding disciplinary actions against Promoters in the last five financial years. Furthermore, it clarifies that pending litigation involving the Group Company is not material unless it meets certain monetary thresholds based on turnover, net worth, or profit/loss averages. Finally, it details outstanding dues to creditors, including a total of ₹1.59 Crore owed to various categories of creditors.

This section details various approvals, licenses, registrations, and permits required by the Company for its business operations, categorized into approvals related to taxation, business operations, labour and employment, and environmental aspects. It lists numerous specific registrations and certificates issued by various government and regulatory bodies, including the Income Tax Department, Maharashtra State Tax, Food & Drug Administration, and various environmental and industry-specific licenses. The text also clarifies that there are no material approvals or renewals currently pending, expired and yet to be applied for, or required but not obtained or applied for.

The section details various authorizations and compliance confirmations related to the offer process. The Board authorized the Offer, and the company may consider a Pre-IPO Placement, which would reduce the amount from the Fresh Issue subject to compliance with Rule 19(2)(b) of the SCRR. In-principle listing approvals have been received from BSE and NSE for the equity shares. Furthermore, the company confirms that promoters and directors are not prohibited from accessing the capital market and have complied with certain rules regarding significant beneficial owners. The section also outlines eligibility criteria based on net tangible assets, operating profit, and net worth over the preceding three financial years, and confirms compliance with several SEBI ICDR Regulations.

This section primarily outlines restrictions concerning the location of shares offered and the transfer of equity shares, particularly in relation to transactions involving persons or entities in the United States. It mandates that any future transfer of such equity shares must comply with specific offshore transaction rules or applicable U.S. state securities laws. Furthermore, it establishes that the purchaser agrees not to engage in 'directed selling efforts' in the United States concerning the equity shares. The company will not recognize any offer, sale, pledge, or transfer of such equity shares unless these actions comply with the aforementioned restrictions.

This section details various procedural and compliance aspects related to the issuance and offer of equity shares. It outlines the track record of the Book Running Lead Manager (BRLM), mechanisms for resolving investor grievances, and the legal framework governing the offer. It specifies that equity shares are not currently listed on any stock exchange and details the requirements for investor complaints, including timelines for redressal. Furthermore, it covers the legal stipulations regarding the offer, including the applicable laws, the nature of the offer, and the process for allotment in dematerialized form.

This section details various procedural aspects related to the Bid/Offer process, including nomination facilities, timelines, and conditions for bid processing. It outlines rules regarding the nomination of individuals to receive equity shares upon the death of the holder, and procedures for modifying or cancelling such nominations. Furthermore, it specifies timelines for bid submissions, the handling of funds blocked in ASBA accounts, and the requirements for obtaining necessary approvals for listing and trading of the equity shares.

The section details various aspects of the offer structure, including the potential for a Pre-IPO Placement and compliance with SEBI regulations for the offer itself. It outlines rules regarding the book-building process, allocation proportions for different bidder categories (QIBs, Non-Institutional Bidders, Retail Individual Bidders), and procedures for handling under-subscription and joint bids. Furthermore, it discusses the various phases and timelines for payment mechanisms like UPI for different investor types and the consolidation of rules under the SEBI ICDR and RTA Master Circulars.

This section details various regulatory requirements and procedures related to the public issue process, including investor advisories, rules for fund unblocking, and the phased implementation of the Unified Payments Interface (UPI) mechanism. It outlines specific rules for the allocation of equity shares across different investor categories, such as QIBs and Non-Institutional Bidders, and mandates for bidders regarding their documentation and fund availability. Furthermore, it describes the process for handling investor grievances and the flow of processing fees to Sponsor Banks.

This section details various restrictions and requirements concerning who is permitted to participate in the offer, including promoter group members, mutual funds, NRIs, HUFs, FPIs, and other institutional investors. It outlines specific documentation required for different investor categories, such as SEBI registration certificates for mutual funds, proof of registration for various entities, and adherence to FEMA NDI Rules for foreign investment. Furthermore, there are specific rules regarding investment limits for different types of entities like banking companies, insurance companies, and various investment funds.

The section details various regulations and instructions concerning participation in the offer, including compliance with RBI guidelines for NBFCs and investment limits. It outlines specific rules for Anchor Investors, including minimum and maximum numbers of investors based on the bid amount, and procedures for bid opening and allocation. Furthermore, the text provides extensive 'Do's' and 'Don'ts' related to the submission of bid forms, including requirements for fund availability, correct details, and proper use of various payment mechanisms like ASBA and UPI.

This section primarily outlines various restrictions and instructions for bidders and investors concerning the submission of bids, including time limits, bid size limits, and the use of different payment mechanisms like UPI. It details grounds for technical rejection of bids, such as submitting bids on plain paper or using unlisted UPI handles. Furthermore, it specifies procedures for allotment, including the handling of oversubscription and the process for publishing pre-offer and allotment advertisements. The text also covers undertakings by the company and promoter selling shareholders regarding the offer process and the handling of offer proceeds.

This section details the regulatory framework governing foreign investment in Indian securities, primarily governed by the Industrial Policy, 1991, and FEMA. It outlines that foreign investment can occur through automatic or approval routes depending on the sector, with the RBI and relevant ministries responsible for granting approvals. It also mentions various amendments and clarifications issued by the Department for Promotion of Industry and Internal Trade (DPIIT) regarding FDI policy. Furthermore, it specifies rules concerning the transfer of ownership and the treatment of multilateral banks and funds in investments. The text also discusses specific limits on investment by NRIs and OCIs and the nature of the equity shares being offered.

This section summarizes various related party transactions for the Financial Years 2026, 2025, and 2024, detailing payments and borrowings. The data includes remuneration paid, borrowing transactions, interest payments, and sales and purchase expenses across the three financial years. The text directs readers to a separate note for detailed information on these transactions.

This section primarily details various procedural and compliance aspects related to the filing of the Draft Red Herring Prospectus, including changes in statutory auditors and the process for bankers and the offer mechanism. It outlines several transitions in the statutory auditors over different periods, including appointments and disassociations. Furthermore, it specifies the bankers to the Offer, details regarding the use of Self-Certified Syndicate Banks, Registered Brokers, and various lists of entities eligible to participate in the public issue process. The text also covers aspects of the underwriting agreement and the process for price discovery and allocation.

The company has six directors, consisting of three Executive Directors and three Non-Executive Independent Directors, in compliance with corporate governance norms. The Board details include individuals such as Jigar Babubhai Ravaria and Mahesh Babubhai Ravaria as Executive Directors, Bharti Mahesh Ravaria as a Whole Time Director, and Arun Dash and Dilip Pahilajrai Panjwani as Independent Directors. Detailed terms of appointment, including remuneration and benefits, are specified for the various directors.

The section details the remuneration structure for the company's directors, including sitting fees for Independent Directors, which were paid in Financial Year 2026. It also confirms that there is no contingent or deferred compensation payable to the Directors, nor is there any performance-linked bonus or profit-sharing plan involving the Directors. Furthermore, the text addresses issues of director interests, such as sitting fees and commissions, and clarifies that certain directors may be deemed interested in transactions based on such payments or other remunerations. It also specifies that certain promoters are not interested in the promotion of the company, and no directors have existing or anticipated transactions related to the offer proceeds. Finally, the section outlines various confirmations regarding related party transactions, property interests, and adherence to listing regulations.

The document details the constitution and functions of several key committees established by the Board, including the Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Stakeholders’ Relationship Committee, and the Corporate Social Responsibility Committee. It outlines specific regulatory compliance requirements for these committees, such as adherence to various sections of the Companies Act and SEBI Listing Regulations. The text specifies the composition, quorum requirements, and scope of work for each committee, covering areas such as director evaluation, risk mitigation, shareholder grievances, and corporate social responsibility initiatives.

The section details the Key Managerial Personnel and Senior Management of the company, including their roles, responsibilities, and tenure with the company. Key personnel include the Chief Financial Officer, Company Secretary and Compliance Officer, Head of Hair Care and Product Development, and Director for Manufacturing and Operations. The text also covers relationships between these personnel, arrangements with third parties, changes in personnel within the last three years, and various confirmations regarding conflicts of interest and regulatory compliance.

The company's promoters are Jigar Babubhai Ravaria, Mahesh Babubhai Ravaria, and Bharti Mahesh Ravaria, who collectively hold 96.45% of the subscribed and paid-up share capital. The document details the personal and professional details of each promoter, including their residential addresses and permanent account numbers. The promoters are confirmed as the original promoters of the company, and there has been no change in control within the last five years. The document also outlines various restrictions regarding the interests of the promoters, such as prohibitions on certain transactions and payments to the promoters or their group.

This section details the adoption of the Articles of Association by Beauty Garage Limited, noting that they were approved by a Special Resolution and signed by the Executive Director. It clarifies that capitalized terms used in the document refer to their definitions within the Articles of Association. Furthermore, it states that the main provisions of the Articles of Association are detailed below, subject to certain provisions of the Companies Act, 2013, provided they are not inconsistent with the Articles.

The Articles of Association grant the Board significant power to vary the authorized share capital, including the power to attach various rights and conditions to shares, which can be modified or abrogated. Shares can be issued with voting rights or differential rights concerning dividends or voting. Equity shares must be of the same class, and holders of such shares are entitled to identical rights regarding dividends, voting, and asset distribution during liquidation. The Board has the authority to issue shares for various forms of consideration, including property or services rendered. Furthermore, there are restrictions on allotment, such as minimum payment amounts on applications, and provisions concerning the treatment of capital increases. The Articles also detail procedures for the issuance and delivery of share certificates, including provisions for replacement of damaged certificates.

The provisions detail various aspects concerning the lien on shares, the process for selling shares, and the procedures for calls on shares. The Company has a first and paramount lien on shares, which can extend to dividends and bonuses, though the Board can exempt shares from this lien. There are specific procedures for the sale of shares, including conditions regarding payment timelines and the authorization for transfer. Furthermore, the Articles outline rules for making calls on members for unpaid amounts, including limitations on the amount called and the ability of the Board to extend payment times. The rules also cover the transfer of shares, including requirements for documentation and the Board's discretion in refusing transfers, especially concerning shares subject to a lien.

This section details various provisions concerning the transfer, forfeiture, and alteration of shares under the Articles of Association. It outlines procedures for shareholders failing to pay calls, including the Board's power to serve notices and the subsequent forfeiture of shares, along with provisions regarding the disposition of forfeited shares. The text also covers the power of the company to alter its share capital, issue bonus shares from various reserves, and empower the company to issue shares under various schemes like ESOPs. Furthermore, it addresses the power to issue shares outside India and the implications when shares are converted into stock, as well as provisions for the reduction of capital and the capitalization of profits.

This section details various provisions concerning shareholder meetings, voting rights, and the composition and powers of the Board of Directors. It outlines requirements for calling meetings, the validity of votes, and procedures for appointing proxies. Furthermore, it specifies the composition limits and residency requirements for the Board, details the remuneration of directors, and grants the Board certain powers regarding appointments and the management of company records and financial transactions.

The provided section details various provisions related to the company's Articles of Association, including limitations on member inspection rights, procedures for winding up the company, indemnification clauses for officers, and rules regarding resolutions passed by postal ballot. It also outlines procedures for serving documents on members, borrowing powers granted to the Board, and the company's authority to enter into certain arrangements with creditors or members. Furthermore, the section lists numerous material contracts, documents, and resolutions that have been entered into or are to be entered into by the company.

The provided section consists entirely of declarations from various directors and a whole-time director confirming compliance with various laws and regulations. These declarations affirm that the Draft Red Herring Prospectus adheres to the provisions of the Companies Act, 2013, and rules issued by the Government of India and SEBI. The declarations are signed by individuals holding various directorships, including Executive Director, Whole Time Director, and Independent Director.

The provided section primarily consists of declarations confirming compliance with various laws and regulations, including the Companies Act, 2013, and SEBI guidelines. These declarations are signed by different directors and officers of the company, including an Independent Director, the Chief Financial Officer, and the promoters, to attest to the truthfulness and accuracy of the statements made in the Draft Red Herring Prospectus.