Gaudium IVF and Women Health Ltd, a New Delhi in-vitro fertilization, or IVF, clinic that is set to cross ₹100 crore revenues soon, is tapping India’s public markets.
The bootstrapped venture by a physician couple plans an initial public offer of 11.3 million shares potentially raising nearly ₹90 crore at the upper end of the price band of ₹75-79 apiece indicated in the offer prospectus.
The document, however, also discloses a series of arrangements between the company and its founder-promoter Dr Manika Khanna that skirt the edges of poor corporate governance even while being above board in law, experts point out.
These intra-group arrangements cover professional fees paid to Dr Manika and her husband Dr Peeyush Khanna, payment to her for a technology developed in-house, and rent paid by Gaudium for its flagship centre owned by her, besides disclosures of multi-crore claims made by the income tax department.
“While these arrangements may be technically disclosed and board-approved, the cumulative effect is a governance structure where the promoter extracts value from multiple angles, leaving minority shareholders to bear the residual risk,” said Diviay Chadha, a partner specializing in compliance and capital market law at law firm Singhania & Co.
Dr Manika is set to will also offload 95 lakh shares through an offer for sale. At the upper end of the price band of ₹75–79, her stake sale is valued at ₹75 crore.
As of the date of the filing, she held a 99.32% stake in Gaudium. After the IPO, the promoters, including her family members, will retain a 71.3% stake in the company.
Gaudium’s revenue 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, according to the IPO document.
The IPO opened on 20 February and closes Tuesday, with a tentative listing on 27 February. While retail participation is strong, the qualified institutional buyer segment saw no bids.
Property rental, professional fees
Gaudium pays Dr Manika a rent of ₹1.2 crore a year for operating its flagship center from her owned property in Janakpuri, a western suburb in New Delhi. Since fiscal 2024, she has earned ₹3.9 crore as rent, including security deposit, from her own company.
The offer document classified this as a related party transaction conducted on an arm’s length basis but noted that it cannot give any assurance that more favourable terms with other parties could not have been achieved.
Dr Manika told Mint in an interview that the company’s financial consultants and management team advised her to get the registrations done in the name of the company for easier compliance to pre-natal diagnostic regulations that IVF centers have to adhere to.
The Janakpuri property is also used as the firm’s registered and corporate address.
Though she draws no salary as the chairperson and managing director of the company, Dr Manika earns ₹1.8 crore a year as professional fees. Her husband draws a salary of ₹24 lakh a year as a whole-time director along with a fee of ₹36 lakh annually.
“Both Manika and Peeyush are into professional careers. Yes, they are promoters. But compliances allow that they can be paid as professional doctors, which is why they have a professional fees component,” chief financial officer Rakesh Sharma told Mint.
Gaudium paid Dr Manika and Dr Peeyush professional fees of ₹2.16 crore in fiscal 2025. The remaining 11 doctors in the company, put together, earned less than ₹4 crore in the year.
“The amount paid to me should not be a cause of concern,” Dr Manika said when asked about the skewed payments. “All my life, I have put whatever I have earned back into the company for its growth.”
Expenses for the two promoters make up 14% of total expenses in FY25 and 6% in H1FY26. As a percentage of revenue, that would be 8.8% for FY25 and 3.8% for H1FY26.
Gaudium has also paid Dr Manika an additional professional fee of ₹2.5 crore for the development of an infertility treatment module called ‘Gaudium Advanced Analysis and Treatment’, or GAAT, module. Essentially a treatment method, it is described as being developed in-house in the IPO document.
Governance questions, IT search
Multiple income streams for the promoter raise questions about governance standards at a company headed for ownership by minority, public shareholders, lawyer Chadha said.
“The promoter has structured multiple parallel revenue streams from the company: receiving rental income from leasing personal property to the business, drawing professional fees instead of a conventional salary…, and reportedly acting as an external ‘supplier’ for a proprietary IVF method that the company simultaneously claims was developed in-house,” he said, drawing the attention of regulators and institutional investors.
Such issues are usually scrutinized by the IPO investment banker ahead of offer filing. Gaudium’s sole book running lead manager is Sarthi Capital Advisors. It has previously done only mainboard listings, both in 2025: Stallion India Flourochemcials Ltd and BMW Ventures Ltd.
Queries emailed to Sarthi Capital on Saturday were not answered until press time.
The IPO prospectus also reveals that, in 2022, Gaudium faced scrutiny of the income tax department, which conducted a survey on the group’s premises and found financial discrepancies.
“The IT department alleged that there were unaccounted cash receipts of 74 surrogacy patients, unrecorded cash collections detected through WhatsApp chats and groups received from patients, loose/rough papers, unaccounted cash receipts, parallel fee ledgers, cash rent payments, etc,” according to the IPO papers.
A tax demand against the company adds up to an outstanding ₹37.64 crore, said the prospectus. Gaudium has appealed the order and has secured a recovery stay pending further hearings.
The IPO document clarified that Dr Manika will pay for the contingent liability around the tax demand “by way of unsecured debt/equity to meet the shortfall amount not being met by the company”.