Gaudium IPO: Associated get together offers, tax calls for at fast-growing IVF chain elevate governance questions


Gaudium IVF and Ladies Well being Ltd, a New Delhi in-vitro fertilization, or IVF, clinic that’s set to cross 100 crore revenues quickly, is tapping India’s public markets.

The bootstrapped enterprise by a doctor couple plans an preliminary public provide of 11.3 million shares doubtlessly elevating almost 90 crore on the higher finish of the value band of 75-79 apiece indicated within the provide prospectus.

The doc, nevertheless, additionally discloses a sequence of preparations between the corporate and its founder-promoter Dr Manika Khanna that skirt the sides of poor company governance even whereas being above board in legislation, specialists level out.

These intra-group preparations cowl skilled charges paid to Dr Manika and her husband Dr Peeyush Khanna, fee to her for a know-how developed in-house, and lease paid by Gaudium for its flagship centre owned by her, in addition to disclosures of multi-crore claims made by the earnings tax division.

“Whereas these preparations could also be technically disclosed and board-approved, the cumulative impact is a governance construction the place the promoter extracts worth from a number of angles, leaving minority shareholders to bear the residual danger,” mentioned Diviay Chadha, a accomplice specializing in compliance and capital market legislation at legislation agency Singhania & Co.

Dr Manika is ready to can even offload 95 lakh shares via a proposal on the market. On the higher finish of the value band of 75–79, her stake sale is valued at 75 crore.

As of the date of the submitting, she held a 99.32% stake in Gaudium. After the IPO, the promoters, together with her members of the family, will retain a 71.3% stake within the firm.

Gaudium’s income has grown from 44 crore in FY23, to 48 crore in FY24, to 71 crore im FY25, and was recorded at 49 crore in H1FY26, in line with the IPO doc.

The IPO opened on 20 February and closes Tuesday, with a tentative itemizing on 27 February. Whereas retail participation is robust, the certified institutional purchaser section noticed no bids.

Property rental, skilled charges

Gaudium pays Dr Manika a lease of 1.2 crore a 12 months for working its flagship heart from her owned property in Janakpuri, a western suburb in New Delhi. Since fiscal 2024, she has earned 3.9 crore as lease, together with safety deposit, from her personal firm.

The provide doc labeled this as a associated get together transaction performed on an arm’s size foundation however famous that it can’t give any assurance that extra beneficial phrases with different events couldn’t have been achieved.

Dr Manika informed Mint in an interview that the corporate’s monetary consultants and administration workforce suggested her to get the registrations completed within the identify of the corporate for simpler compliance to pre-natal diagnostic rules that IVF facilities have to stick to.

The Janakpuri property can be used because the agency’s registered and company handle.

Although she attracts no wage because the chairperson and managing director of the corporate, Dr Manika earns 1.8 crore a 12 months as skilled charges. Her husband attracts a wage of 24 lakh a 12 months as a whole-time director together with a payment of 36 lakh yearly.

“Each Manika and Peeyush are into skilled careers. Sure, they’re promoters. However compliances permit that they are often paid as skilled docs, which is why they’ve an expert charges element,” chief monetary officer Rakesh Sharma informed Mint.

Gaudium paid Dr Manika and Dr Peeyush skilled charges of 2.16 crore in fiscal 2025. The remaining 11 docs within the firm, put collectively, earned lower than 4 crore within the 12 months.

“The quantity paid to me shouldn’t be a reason behind concern,” Dr Manika mentioned when requested concerning the skewed funds. “All my life, I’ve put no matter I’ve earned again into the corporate for its development.”

Bills for the 2 promoters make up 14% of complete bills in FY25 and 6% in H1FY26. As a share of income, that will be 8.8% for FY25 and three.8% for H1FY26.

Gaudium has additionally paid Dr Manika a further skilled payment of 2.5 crore for the event of an infertility therapy module referred to as ‘Gaudium Superior Evaluation and Remedy’, or GAAT, module. Primarily a therapy technique, it’s described as being developed in-house within the IPO doc.

Governance questions, IT search

A number of earnings streams for the promoter elevate questions on governance requirements at an organization headed for possession by minority, public shareholders, lawyer Chadha mentioned.

“The promoter has structured a number of parallel income streams from the corporate: receiving rental earnings from leasing private property to the enterprise, drawing skilled charges as a substitute of a traditional wage…, and reportedly appearing as an exterior ‘provider’ for a proprietary IVF technique that the corporate concurrently claims was developed in-house,” he mentioned, drawing the eye of regulators and institutional traders.

Such points are often scrutinized by the IPO funding banker forward of provide submitting. Gaudium’s sole ebook working lead supervisor is Sarthi Capital Advisors. It has beforehand completed solely mainboard listings, each in 2025: Stallion India Flourochemcials Ltd and BMW Ventures Ltd.

Queries emailed to Sarthi Capital on Saturday weren’t answered till press time.

The IPO prospectus additionally reveals that, in 2022, Gaudium confronted scrutiny of the earnings tax division, which performed a survey on the group’s premises and located monetary discrepancies.

“The IT division alleged that there have been unaccounted money receipts of 74 surrogacy sufferers, unrecorded money collections detected via WhatsApp chats and teams acquired from sufferers, free/tough papers, unaccounted money receipts, parallel payment ledgers, money lease funds, and many others,” in line with the IPO papers.

A tax demand in opposition to the corporate provides as much as an impressive 37.64 crore, mentioned the prospectus. Gaudium has appealed the order and has secured a restoration keep pending additional hearings.

The IPO doc clarified that Dr Manika can pay for the contingent legal responsibility across the tax demand “by the use of unsecured debt/fairness to satisfy the shortfall quantity not being met by the corporate”.



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