Recode Studios IPO
Recode Studios LtdSME
This IPO has listed.
- Open date
- 5 May 2026
- Close date
- 7 May 2026
- Min. Investment
- ₹2,52,800
- Lot Size
- -
- Fresh Issue
- ₹39.55 Cr
- Price Range
- -
- Face Value
- -
- IPO Document
- -
Subscription rate
- Qualified Institutional Buyers137.99x
- Non-Institutional Investors298.07x
- Retail-Individual Investors216.65x
- Total217.89x
Schedule
- Completed: IPO open date5 May 2026
- Completed: IPO close date7 May 2026
- Completed: Allotment date8 May 2026
- Completed: Funds unblock or debit11 May 2026
- Completed: Tentative listing date12 May 2026
About
Promoter shareholding in Recode Studios Ltd, before and after the issue.
| Promoter | Pre-issue shares | Pre-issue % | Post-issue shares | Post-issue % |
|---|---|---|---|---|
| Dheeraj Bansal | 7,43,512 | 9.13% | 7,43,512 | 6.99% |
| Rahul Sachdeva | 8,93,464 | 10.97% | 7,87,013 | 7.39% |
| Shelly Bansal | 5,46,700 | 6.72% | 5,46,700 | 5.14% |
| Shalini Trehan | 12,90,993 | 15.86% | 12,90,993 | 12.13% |
| Preeti Trehan | 12,90,212 | 15.85% | 11,83,760 | 11.12% |
| Karan Bansal | 4,84,220 | 5.95% | 3,77,769 | 3.55% |
| Neeraj Bansal | 8,06,773 | 9.91% | 8,06,773 | 7.58% |
| saloni Tanwar Sachdeva | 5,91,998 | 7.27% | 5,91,998 | 5.56% |
| Madan Lal Sachdeva | 2,95,999 | 3.64% | 2,95,999 | 2.78% |
| Neelam Sachdeva | 2,95,999 | 3.64% | 2,95,999 | 2.78% |
Recode Studios IPO Strengths & Risks
- Omnichannel presence integrating offline and online platforms.
- COCO and FOFO retail network.
- Diverse product range beauty and personal care categories.
- Digital reach and online customer engagement.
- Led by experienced promoters and management team.
- Risks Relating to the Business: The company outsource the manufacturing of all our products to third-party manufacturers and do not own any manufacturing facilities. Its reliance on such third-party manufacturers exposes us to several operational, regulatory and business risks that may adversely affect its operations, financial condition and results of operations.
- Risks Relating to the Business: Its business is dependent on the recognition, perception and acceptance of the "Recode" brand, and any damage to the company's brand reputation could adversely affect its business, results of operations and financial condition.
- Risks Relating to the Business: The company operates in the beauty, cosmetics and personal care segment in India, which is subject to rapidly changing consumer preferences, and any failures to respond effectively to such changes could adversely affect its business, results of operations and financial condition.
- Risks Relating to the Business: The company's reliance on online retail channels and third-party e-commerce platforms exposes the company to risks relating to platform policies, pricing pressures, customer reviews and rapid amplification of adverse publicity, which could adversely affect its business, results of operations and financial condition.
- Risks Relating to the Business: The company's limited control over franchise-operated stores may result in inconsistent service quality, regulatory non-compliance and adverse impact on its brand and business.
- Risks Relating to the Business: The company's dependence on a limited number of third-party manufacturers, and adverse changes in commercial terms, regulatory compliance or operational continuity at such manufacturers, may adversely affect its business, financial condition and results of operations.
- Risks Relating to the Business: The company does not have long-term agreements with its customers, and its revenues are significantly dependent on recurring orders from the company's B2B and online customers. Any loss or reduction of business from such customers could adversely affect its results of operations and financial condition.
- Risks Relating to the Business: The company's business is significantly dependent on sales from the Face Make-Up category, and any decline in demand for products in this category could adversely affect its business, financial condition and cash flows.
- Risks Relating to the Business: Certain trademarks used by the Company, including trademarks under Class 3 that are central to our cosmetics and personal care business, are subject to objections, oppositions or pending ownership record updates, and any adverse outcome may restrict its ability to use such trademarks and adversely affect our business.
- Risks Relating to the Business: The company operates in a highly competitive beauty and personal care industry, and increased competition may lead to a reduction in our revenues, reduced profit margins or a loss of market share.
- Risks Relating to the Business: The company's registered office, warehouses and company-owned retail stores are located on leased premises, and any inability to renew such leases, manage increasing rental costs or continue operations from such premises may adversely affect its business, operations and financial condition.
- Risks Relating to the Business: The company requires various statutory and regulatory approvals, licenses, registrations and permits to operate the company's business, and any failures to obtain, maintain or renew such approvals, or to comply with applicable laws and regulations, may adversely affect its business, financial condition and results of operations.
- Risks Relating to the Business: The Company has experienced negative operating cash flows in the past. Any operating losses or negative cash flows in the future could adversely affect its results of operations and financial conditions.
- Risks Relating to the Business: There have been instances of delays in payment of certain statutory dues, including Employees' State Insurance ("ESIC"), Provident Fund ("PF"), Professional Tax ("PT"), Tax Deducted at Source ("TDS"), Tax Collected at Source ("TCS"), Labour Welfare Fund ("LWF") and Goods and Services Tax ("GST"). Any cognizance taken by the respective authorities, or future delays or non-compliance, may result in penalties, interest liabilities or regulatory actions, which could adversely affect its business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: There are certain discrepancies noticed in some of the company's corporate records, including forms filed with the Registrar of Companies ("ROC") and other provisions under the Companies Act, 2013. Any penalty or action that may be taken by the regulatory authorities in the future for such non-compliances could adversely impact the reputation and financial position of the Company to that extent.
- Risks Relating to the Business: There are outstanding legal, tax and regulatory proceedings involving our Company, Directors and Promoters. Any adverse decisions could impact on its cash flows and profit or loss to the extent of demand amount, interest and penalty, divert management time and attention and have an adverse effect on the company's business, prospects, results of operations and financial condition.
- Risks Relating to the Business: The company outsource the manufacturing of its products and do not directly procure or control the sourcing of raw materials, which may expose the company to operational, quality, compliance and supply-chain risks.
- Risks Relating to the Business: The company does not have an in-house information technology team and rely on third-party service providers for the development, operation and maintenance of its website, mobile application and related technology systems, which expose the company to operational and business risks.
- Risks Relating to the Business: The Company has made an advance payment towards the purchase of land for its proposed warehousing facility, and failures to complete the balance payment within time may result in loss of the advance and adversely impact its expansion plans.
- Risks Relating to the Business: Any actual or perceived product quality issues, defects or safety concerns relating to the company's products may adversely affect its brand reputation, business, financial condition and results of operations.
- Risks Relating to the Business: Inventories and trade receivables constitute a significant portion of the company's current assets, and ineffective management of the same could adversely affect its business, cash flows, profitability and liquidity.
- Risks Relating to the Business: The company relies on third-party logistics and courier service providers for order fulfilment, and any disruption, deficiency or termination of such services could adversely affect its business, brand reputation, results of operations and financial condition.
- Risks Relating to the Business: Any delay, default or failures by logistics partners in remitting COD collections, or inefficiencies in receivables reconciliation, could adversely affect the company's cash flows, working capital and financial condition.
- Risks Relating to the Business: Any failures in handling, storage or transportation of its products, or any real or perceived product quality or contamination issue, could result in regulatory action, reputational harm and adversely affect the company's business.
- Risks Relating to the Business: The company's business operations are majorly concentrated in certain geographical regions and any adverse developments affecting its operations in these regions could have a significant impact on the company's revenue and results of operations.
- Risks Relating to the Business: High merchandise returns or interruption in the company's shipping operations could negatively impact on its business.
- Risks Relating to the Business: Any actual or perceived cybersecurity, data or privacy breach could interrupt the company's operations and adversely affect its reputation, brand, business, financial condition, cash flows and results of operations.
- Risks Relating to the Business: The company's business operations are significantly concentrated in Ludhiana, Punjab, and any adverse developments affecting this region could materially and adversely affect its business, revenue and results of operations.
- Risks Relating to the Business: Setting up a new warehouse in Ludhiana will require significant capital expenditure and management resources, and any delay, cost overrun or failures to realise the intended operational benefits may adversely affect its business and financial performance.
- Risks Relating to the Business: The company's business depends on its ability to ensure timely supply and delivery of products to customers, and any failures or delay in fulfilling customer orders may adversely affect its business, reputation and financial performance.
- Risks Relating to the Business: The company may be subject to customer complaints, claims, returns and product-related disputes, and any adverse outcomes arising therefrom may harm its reputation and adversely affect the company's business, financial condition and results of operations.
- Risks Relating to the Business: The company's business depends on timely payments to contract manufacturers, suppliers and logistics service providers, and any delay or inability to make such payments may disrupt its operations and adversely affect the company's business, financial condition and cash flows.
- Risks Relating to the Business: The Company has entered into lease arrangements with related parties, and any adverse changes in the terms of such arrangements or disputes may adversely affect its business operations.
- Risks Relating to the Business: The company's business requires continued investment in marketing, advertising and brand-building activities, and such expenditure may not result in proportionate increases in revenue, profitability or brand recognition, which could adversely affect its business and financial performance.
- Risks Relating to the Business: The company proposes to utilize a portion of the Net Proceeds towards capital expenditure for the proposed setting up of a new warehouse, and any delay, cost overrun or inability to implement such capital expenditure as planned may adversely affect its business, financial condition and results of operations.
- Risks Relating to the Business: The company's failure to identify and adapt to evolving industry trends, technological developments and customer preferences may materially and adversely affect its business, financial condition and results of operations.
- Risks Relating to the Business: The Company has entered into related party transactions in the past and may continue to do so in the future, which may adversely affect its business, results of operations and financial condition.
- Risks Relating to the Business: The Company will not receive any proceeds from the Offer for Sale portion amounting to Rs. [*] lakhs, and the Selling Shareholders shall be entitled to the Offer Proceeds to the extent of the Equity Shares offered by them in the Offer for Sale.
- Risks Relating to the Business: The company's digital marketing activities may be subject to advertising and consumer protection regulations, and any non-compliance could adversely affect its business and reputation.
- Risks Relating to the Business: The company is exposed to payment-related risks, including those associated with cash-on-delivery transactions and reliance on thirdparty payment processing systems, which may adversely affect its cash flows and business operations.
- Risks Relating to the Business: There may be potential conflicts of interest if the company's Promoters or Directors get involved in any business activities that compete with or are in the same line of activity as its business operations.
- Risks Relating to the Business: If the company is unable to successfully manage its growth and expansion, the company's business, results of operations and financial condition may be adversely affected.
- Risks Relating to the Business: The company's operations are subject to high working capital requirements, and any inability to maintain adequate working capital may adversely affect its business, financial condition and results of operations. The company's operations are subject to high working capital requirements.
- Risks Relating to the Business: Fluctuations in foreign currency exchange rates could adversely affect the Company's business, results of operations and financial condition.
- Risks Relating to the Business: The company is exposed to risks relating to imports of goods, including foreign currency exchange rate fluctuations, which may adversely affect its costs, margins and financial condition.
- Risks Relating to the Business: The Company has incurred indebtedness, and any inability to service or manage such indebtedness may adversely affect its business, results of operations and financial condition.
- Risks Relating to the Business: The company is dependent upon the experience and skill of its Promoters, Key Managerial Personnel and Senior Management Personnel for conducting the company's business and undertaking its day to day operations. The loss of or the company's inability to retain, such persons could materially and adversely affect its business performance. In addition, excess rate of attrition amongst the personnel engaged by the Company may have an adverse impact on its business operations.
- Risks Relating to the Business: The average cost of acquisition of Equity Shares by its Promoters could be lower than the Offer price.
- Risks Relating to the Business: The company's insurance coverage may not be adequate to protect the company against certain operating hazards and this may have a material adverse effect on its business.
- Risks Relating to the Business: The company's business is dependent on the availability of skilled personnel, and any labour shortages, work stoppages or increase in employee-related costs may adversely affect its operations, customer relationships and financial performance.
- Risks Relating to the Business: The company is dependent upon its Promoters, Key Managerial Personnel and Senior Management Personnel and high employee attrition may adversely affect the company's business operations.
- Risks Relating to the Business: Loans availed by the Company have been secured on personal guarantees of its Promoters. The company's business, financial condition, results of operations, cash flows and prospects may be adversely affected in case of invocation of any personal guarantees provided by its Promoters.
- Risks Relating to the Business: Fraud, theft, employee misconduct, negligence or similar incidents, whether physical or digital, may adversely affect its business, results of operations, financial condition and reputation.
- Risks Relating to the Business: The company has not identified any alternate source of funding and hence any failures or delay on its part to mobilize the required resources or any shortfall in the Offer proceeds may delay the implementation schedule.
- Risks Relating to the Business: The Objects of the Offer for which funds are being raised, are based on the company's management estimates and have not been appraised by any bank or financial institution or any independent agency.
- Risks Relating to the Business: Any variation in the utilization of Net Proceeds would be subject to certain compliance requirements, including prior shareholders' approval.
- Risks Relating to the Business: The Company has not paid dividends during Fiscals 2025, 2024 and 2023 and from April 1, 2025, until the filing of this Red Herring Prospectus and may not be able to pay dividends in the future.
- Risks Relating to the Business: The company's Equity Shares may be delayed in listing or may not be listed at all on the SME Platform of the Stock Exchange.
- Risks Relating to the Business: The company's Promoters and the Promoter Group will jointly continue to retain majority shareholding in the Company after the issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.
- Risks Relating to the Business: Certain data mentioned in this Red Herring Prospectus has not been independently verified.
- Risks Relating to the Business: Certain sections of this Red Herring Prospectus disclose information from "Infomerics Analytics & Research" cosmetics industry report and any reliance on such information for making an investment decision in the Issue is subject to inherent risks.
- Risks Relating to the Business: The company is subject to the restrictive covenants of banks in respect of the Loans/ Credit Limits and other banking facilities availed from them.
- Risks Relating to the Business: The requirements of being a public listed company may strain its resources and impose additional requirements.
