Recode Studios Logo

Recode Studios IPO

BSELot: 800

UPCOMINGSME
Price Band
150 - ₹158
Lot Size
800
Issue Size
₹45 Cr
GMP
0
Subscription
-

IPO Schedule

1
Open
5 May
2
Close
7 May
3
Allotment
8 May
4
Listing
12 May

About Recode Studios

Recode Studios Limited is an Indian beauty and cosmetics company focused on affordable yet trend-driven beauty products targeted primarily at Indian consumers. The company appears positioned in the fast-growing mass-premium cosmetics segment, where consumers seek branded products at accessible prices. The company was incorporated as Recode Studios Private Limited on June 16, 2021, and later converted into a public limited company as Recode Studios Limited on September 16, 2025 ahead of its IPO plans.

Company Profile

Company History Timeline

Year

Milestone

2021

Incorporated as Recode Studios Private Limited

2021–24

Brand building, retail expansion, digital sales scaling

2025

Converted into Public Limited Company

2026

Filed Red Herring Prospectus for IPO

Registered Office

R-89, Phase V, Focal Point, Ludhiana, Punjab – 141010

Core Business

The company operates in beauty and personal care through products such as:

  • Lipsticks

  • Foundations

  • Eyeliners

  • Kajal

  • Compact powders

  • Skin products

  • Beauty accessories

  • Other cosmetic SKUs

Strategic Positioning

Recode Studios targets:

  • Young consumers

  • Urban and semi-urban women

  • Value-conscious beauty buyers

  • Online shoppers

  • Influencer-led beauty audiences

Basic Details

Item

Details

Legal Name

Recode Studios Limited

CIN

U74999PB2021PLC053619

Original Name

Recode Studios Private Limited

Incorporated On

June 16, 2021

Converted to Public Ltd

September 16, 2025

Registered Office

R-89, Phase V, Focal Point, Ludhiana, Punjab – 141010

Website

shop.recodestudios.com

What Company Does

Recode Studios is a cosmetics and beauty products company operating through branded consumer products. It caters to Indian mass-premium customers looking for affordable cosmetics.

Product Categories

Likely offerings include:

Category

Lipsticks

Foundations

Kajal

Eyeliners

Face products

Beauty accessories

Personal care items

Investor Meaning

This is not an industrial business. It is a brand business, where success depends on repeat customers, marketing efficiency, and product quality.

Industry Background and Market Environment

Indian Beauty & Personal Care Industry

India’s Beauty & Personal Care (BPC) market is among the fastest growing consumer segments.

Metric

Estimated Value

India Beauty Market Size

₹1.4 lakh crore+

CAGR (2024–2030)

10%–12%

Color Cosmetics CAGR

12%+

E-commerce Share

Rapidly increasing

Organized Market Share

Rising steadily

Growth Drivers
1. Rising Disposable Income

Consumers increasingly spend on grooming and branded cosmetics.

2. Social Media Influence

Instagram, YouTube and short-video platforms have accelerated beauty product discovery.

3. Tier-2 / Tier-3 Penetration

Smaller cities are becoming major demand centers.

4. Women Workforce Participation

Higher economic participation boosts self-care spending.

5. Premiumization Trend

Consumers shift from unorganized local products to branded labels.

Key Competitors

Category

Examples

Large FMCG

Lakmé, Maybelline, L’Oréal

Digital First

Sugar, Mamaearth, Renee

Regional Brands

Multiple local brands

Import Brands

Korean / global cosmetics

Future Outlook

India’s beauty market is expected to remain structurally strong due to demographics, digital adoption and rising aspiration spending.

Company Business Overview

Recode Studios functions as a cosmetics brand-led business. Instead of only being a manufacturer, it likely captures higher value through branding, packaging, product design, customer acquisition, and omni-channel distribution.

Value Chain Position

Stage

Role of Recode

Product Development

Shade selection, formulas, packaging

Manufacturing

Outsourced / third-party partners likely

Branding

High importance

Distribution

Retail + Online

Marketing

Influencer/social media driven

Consumer Sales

Direct and channel-based

Revenue Channels
  • Website sales

  • E-commerce marketplaces

  • Retail stores

  • Distributors

  • Beauty resellers

Why This Matters

Brand-led cosmetic companies often command stronger margins than plain manufacturers if customer loyalty develops.

Key Regulations and Compliance Framework

Recode Studios operates in a regulated consumer products category.

Major Applicable Laws

Regulation

Importance

Companies Act, 2013

Corporate governance

SEBI ICDR Regulations

IPO compliance

Legal Metrology Act

Labeling / packaging

GST Laws

Indirect tax compliance

Drugs & Cosmetics Rules (where applicable)

Product standards

BIS Standards

Product quality norms

Consumer Protection Act

Claims / grievances

Trademark Laws

Brand/IP protection

Key Compliance Needs
  • Ingredient disclosure

  • MRP labeling

  • Expiry dates

  • Manufacturing batch traceability

  • Safe packaging norms

  • Tax filings

  • Marketplace compliance

Risk Profile

Investors should understand the real business risks.

Key Risks

Risk Type

Explanation

Brand Risk

Consumer preferences can shift quickly

Competition Risk

Strong competition from large and funded brands

Dependency on Marketing

High ad spend may be needed

Inventory Risk

Fashion shades may become obsolete

Quality Risk

Any defective batch can hurt trust

Regulatory Risk

Product claims can attract scrutiny

Working Capital Risk

Inventory + receivables require funds

SME Liquidity Risk

Post listing liquidity may be lower

Promoters and Ownership Group

Promoters
  • Dheeraj Bansal

  • Rahul Sachdeva

  • Shelly Bansal

  • Shalini Trehan

  • Preeti Trehan

  • Karan Bansal

Interpretation

This appears to be a closely held promoter/family-led business structure, common in Indian consumer brands.

Promoter Role in Growth

Likely responsibilities include:

Promoter Group Role

Likely Function

Business Strategy

Brand expansion

Finance

Capital deployment

Sales

Channel growth

Product

New launches

Operations

Vendor management

Founder-led companies can be agile, but governance discipline becomes critical post listing.

Group Entities and Associate Companies

investors should assess:

  • Shared transactions with promoter-linked entities

  • Rent arrangements

  • Vendor/customer overlap

  • Trademark ownership

  • Loans/advances

Why It Matters

If promoter entities transact heavily with the listed company, investors should track arm’s-length pricing and transparency.

Typical Red Flags to Monitor

Area

Watchpoint

Purchases

Concentration with related parties

Sales

Artificial revenue dependence

Loans

Interest-free funding issues

Property Use

Promoter-owned premises

Shared Staff

Cost allocation ambiguity

Leadership Team and Key Executives

Position

Name

Managing Director

Dheeraj Bansal

CFO

Narinder Singh

Company Secretary & Compliance Officer

Mukta Ahuja

Leadership Importance

For an SME beauty company, execution matters more than size. Key management must handle:

  • New launches

  • Supply chain reliability

  • Cash discipline

  • Online growth

  • Retail expansion

  • Governance after IPO

Corporate Governance and Board Committees

Mentioned Committees

Committee

Purpose

Audit Committee

Financial controls

Nomination & Remuneration Committee

Executive compensation

Stakeholders Relationship Committee

Investor grievances

Governance Checklist for Investors
  • Independent directors strength

  • Internal audit quality

  • Related party approvals

  • Timely disclosures

  • Quarterly transparency

Legal Matters and Regulatory Proceedings

No material adverse matters are highlighted in the RHP provided by the company.

Financial Performance Overview

Profit & Loss Statement (₹ Crore)

Metric

FY23

FY24

FY25

Total Income

22.44

36.94

47.94

EBITDA

1.44

1.67

6.13

PBT

0.93

0.38

4.43

PAT

0.69

0.27

3.30

EPS (₹)

0.88

0.34

4.06


Balance Sheet (₹ Crore)

Metric

FY23

FY24

FY25

Total Assets

12.52

16.73

23.17

Net Worth

5.19

5.47

8.77

Total Debt

3.78

7.84

7.56


Growth Analysis
Revenue CAGR (FY23–FY25)

Revenue grew from ₹22.44 Cr to ₹47.94 Cr.

2-Year CAGR = ~46%

PAT Growth

PAT rose from ₹0.69 Cr to ₹3.30 Cr.

This is a sharp earnings improvement.

Borrowings and Financial Obligations

Debt Trend (₹ Crore)

Year

Debt

FY23

3.78

FY24

7.84

FY25

7.56

Interpretation
  • Debt increased sharply during expansion phase in FY24

  • Slight improvement in FY25

  • IPO proceeds may reduce future borrowing need

Debt Risk View

Metric

View

Debt/Equity FY25

Moderate

Rising Debt with Revenue Growth

Acceptable if margins sustain

Cash Flow Position

Cash Flow Statement (₹ Crore)

Metric

FY23

FY24

FY25

Operating Cash Flow

(5.27)

(1.64)

3.14

Investing Cash Flow

(0.81)

(1.84)

(1.00)

Financing Cash Flow

6.12

3.19

(1.48)

Cash Balance

0.45

0.17

0.82


Interpretation
Very Important Positive Signal:

Operating Cash Flow turned positive to ₹3.14 Cr in FY25

That means business profits are converting into cash.

Earlier Years Negative CFO

Likely due to:

  • Inventory buildup

  • Expansion

  • Working capital stress

Important Financial Ratios

Ratio

FY23

FY24

FY25

EBITDA Margin

6.66%

4.81%

13.10%

PAT Margin

3.08%

0.73%

6.91%

ROE

13.29%

4.94%

37.63%

ROCE

14.28%

9.39%

34.47%

Debt/Equity

0.73x

1.43x

0.86x


What This Means
Massive Improvement in FY25
  • EBITDA margin nearly tripled vs FY24

  • ROE very strong at 37.63%

  • Debt/Equity improved

This suggests scaling benefits kicked in.

Management Discussion & Strategy

Current Growth Model

Public sources indicate:

  • 24 physical stores

  • 3 COCO stores

  • 21 FOFO stores

  • 6 warehouses across India

Strategic Strength

This means Recode is not only online. It has:

- Retail network
-Franchise model
- Warehousing backbone
-Omnichannel presence

Growth Drivers Ahead

Driver

Potential

More franchise stores

High

E-commerce growth

High

New product launches

High

Tier-2 expansion

Strong

Purpose of IPO (Use of Funds)

Use of Funds

Benefit

New Warehouse Facility

Better logistics

Marketing & Advertising

Brand growth

Working Capital

More inventory

General Corporate Purposes

Flexibility

Investor Meaning

These are growth-oriented uses, not distress repayment uses.

Share Capital and Ownership Structure

Confirmed Share Data

Metric

Shares

Pre-Issue Shares

81,41,144

Shares Issued

28,23,354

Approx Post Issue Shares

1,09,64,498

Meaning

IPO dilution is meaningful but promoters still retain control.

Shareholding Pattern

OFS Sellers

Name

Shares Sold

Rahul Sachdeva

1,06,400

Karan Bansal

1,06,400

Preeti Trehan

1,06,400

Interpretation

This is partial monetization, not promoter exit.

Dividend Policy

As a young growth-stage consumer company, Recode is more likely to prioritize:

Priority

Likely Focus

Working capital

High

Expansion

High

Marketing spend

High

Warehousing / distribution

High

Cash dividend payout

Lower near term

For an SME growth company, retaining profits is usually better than paying dividends in early years.

Dividend Probability

Time Horizon

Chance of Dividend

1–2 Years

Low to Moderate

3–5 Years

Moderate if profits sustain

Rights of Equity Shareholders

Shareholder Rights

Right

Meaning

Voting Rights

Vote on resolutions

Dividend Rights

Receive declared dividends

Bonus Rights

Eligible if announced

Rights Issue Participation

If company raises rights capital

Annual Report Access

Financial transparency

Exit via Exchange

Sell after listing

Minority Shareholder Importance

Post listing, governance and disclosures become enforceable through exchange norms.

Other Statutory and Regulatory Disclosures

Area

Importance

Promoter background

Integrity

Litigations

Risk

Tax dues

Liability

Capital history

Transparency

Group companies

Conflict checks

Risk factors

Investor caution

Material contracts

Commitments

Red Flags to Verify Before Applying

Checkpoint

Status Needed

No serious promoter litigation

Preferable

No major tax defaults

Preferable

Clean auditor report

Essential

Strong FY26 continuation

Important

Fair valuation

Critical