IDX e-IPO Analytics

Thesis

SWAP is not a company selling Rp7bn of medical devices at 100 times earnings. It is Universitas Gadjah Mada floating 30% of its research-commercialisation vehicle to raise Rp40bn, of which Rp12bn flows straight back to UGM-side lenders, at a price the prospectus's own peer table cannot justify. The headline net profit (Rp1.42bn in FY2025) exists only because Rp5.33bn of GeNose-era inventory impairment was reversed into other income; strip that out and the business lost Rp2.2bn at the operating line, burned cash in every period, and posted a net loss in the first two months of 2026. Everything an investor is asked to pay for — the pedigree, the licences, the pipeline — belongs to the university, not the listed entity.

How the business works

The company was founded in 2012 as UGM's engine for turning faculty research into products. Three units sit inside the UGM Science Technopark in Kalasan, Sleman: Heprogama (medical devices — the INA-SHUNT hydrocephalus shunt, GAMA-CHA bone graft, Ceraspon haemostatic sponge, Venindo ventilators, RZ-VAC negative-pressure wound device), Gamafood (wedang and cookies), and Gama Herbal Indonesia. Devices were 80.3% of FY2025 revenue, food 18.9%, herbal 0.8%. Fifty-seven people work there, thirty-one of them in production; the board and directors drew no remuneration in 2024, 2025 or early 2026.

The intellectual property is licensed, not owned. Patents, industrial designs and the core trademarks sit with UGM and carry a 5% royalty on annual sales (Rp894m in FY2025, Rp1.19bn in FY2024); the INA-SHUNT know-how belongs to its inventor, who takes 15% royalty plus a 15% R&D contribution. The buildings are UGM's too, leased for five years with a clause letting the university reclaim them on three months' notice for "strategic needs". SWAP itself owns twenty trademarks, two motorcycles, one Innova, and its lab and production equipment.

Sales run through a handful of counterparties. PT Phapros distributed 47.8% of FY2025 revenue and PT Anugerah Prima Medika 19.0% (the top two were 88.8% in FY2024). Separately, the financial-statement related-party note shows UGM itself bought Rp2.58bn of product in FY2025 — 36.2% of revenue — at close to pass-through cost, a line that appears nowhere in the prospectus's "major customers" narrative, which claims no customer dominates. The revenue trend is down: Rp10.21bn in 2024 to Rp7.12bn in 2025 as ventilator demand faded, with FY2023 not presented at all. Management's growth story rests on distributor expansion, new devices (a stent, an EVD, a neonatal ventilator) and contract manufacturing; no order book or capacity figures are disclosed.

The offering & ownership

Up to 323,000,000 new shares — 100% primary — at Rp130–140, par Rp20, for 30.30% of a 1,066,000,000-share company. Gross proceeds Rp41.99–45.22bn against a use-of-proceeds plan that totals exactly Rp40.0bn "net of costs", so the ceiling price leaves Rp2–5bn unexplained. The lead is PT Sukadana Prima Sekuritas, the renamed OSO Sekuritas, on a full-commitment basis, with no joint underwriters named and fees left blank. No ESA, no warrants. The filing runs under POJK 53/2017 as a small-asset issuer (total assets Rp31.8bn at 28 February 2026).

Post-IPO, PT Gama Multi Usaha Mandiri holds 67.72% and UGM 1.88% directly — 69.60% under one roof, since GMUM is 98.63% owned by the university. The prospectus names the sitting Rector, Prof. dr. Ova Emilia, as the controlling party by RUPS resolution, while the ownership section describes the controller as the institution acting through its Rector. Both readings lead to the same place: the controller is an office whose occupant changes by appointment (the current term ends in 2027), and UGM's undertaking not to relinquish control lasts only twelve months from the effective date. Two other holders, PT Radio Swaragama and CEO Bondan Ardiningtyas, own 0.05% each. All four pre-IPO holders sit under the eight-month POJK 25/2017 lock because the April 2026 Rp12.16bn stock dividend and Rp1,000-to-Rp20 split fell inside the six-month window.

Governance & related parties

The board is a UGM board. The Komisaris Utama is the Dean of UGM's Faculty of Economics and Business; the second commissioner is GMUM's President Director; the one independent commissioner joined in 2026 and chairs an audit committee formed in May 2026 that had not yet met. Neither of the two directors is independent. The CEO is a UGM pharmacist who ran the university's clinic and pharmacy for fourteen years and is a named inventor on some of the licensed IP.

Money moves in every direction between the company and its controller. UGM is licensor (5% royalty), landlord (Rp1.51bn over five years, reclaimable), customer (36% of FY2025 sales), and, through GMUM, lender: a Rp8.27bn shareholder loan at 9.10%, originally raised to accelerate GeNose C19 production and extended to December 2030, with profit-sharing clauses on GeNose still attached. Yayasan UGM added a Rp10bn loan at 3% in February 2026 to fund the land purchase for the new building. The IPO's debt-repayment allocation — Rp12bn, 30% of net proceeds — repays Yayasan UGM in full and GMUM in part. The prospectus discloses each of these as a related-party transaction with the amounts; what it does not do is add them up — Rp12bn of the Rp40bn raised from the public is earmarked to repay the controller's own affiliates.

The legal opinion is clean on litigation but lists open items an operating company would prefer closed: the new-site land is still titled to its seller and 65% of it is protected rice paddy under a conversion moratorium; no spatial-use confirmation (PKKPR) exists for the production site because Sleman is revising its RTRW; a groundwater permit is pending; several BPOM food and herbal licences are in renewal, one having expired in August 2026.

Reading the financials

The income statement has two layers and only one of them is a business. Revenue fell 30% to Rp7.12bn in FY2025; gross profit of Rp3.27bn (46% margin) did not cover Rp5.45bn of operating expenses, leaving an operating loss of Rp2.18bn (Rp1.04bn in 2024). The company reported net profit of Rp1.42bn (Rp3.46bn in 2024) because it reversed Rp5.33bn (Rp6.70bn) of impairment previously taken on GeNose raw materials and booked it as other income. Excluding those reversals, pre-tax losses were Rp2.75bn and Rp1.6bn. The audited two months to 28 February 2026 show revenue up 28% to Rp589m, gross margin collapsing to 17.8%, and a net loss of Rp571m. Operating cash flow was negative in every period presented (−Rp1.6bn, −Rp3.4bn, −Rp2.3bn for the two months) and cash fell from Rp7.3bn to Rp1.3bn.

The balance sheet is a monument to GeNose. Gross inventory is Rp41.1bn against Rp7.1bn of annual sales; even after a Rp21.5bn allowance, net inventory of Rp19.6bn is 62% of total assets and is uninsured. Receivables of Rp11.9bn gross are 94% provided because the counterparties — Farmalab, Rajawali Nusindo, Indofarma — are post-PKPU or bankrupt. A Rp7.2bn deferred-tax asset rounds out the soft assets. Equity was Rp17.9bn at year-end 2025; total-liabilities-to-equity 0.87 (0.24 pro forma post-IPO), and there is no bank debt — every rupiah of borrowing is from the UGM family. The open question the prospectus never answers is why management reversed Rp12bn of impairment across two years on stock it elsewhere describes as unsellable after the pandemic.

Valuation

At Rp130–140 the company is worth Rp138.6–149.2bn. On the FY2025 net profit that is 97.5–105× trailing earnings; on the twelve months to February 2026, 76–82×; on earnings excluding the impairment reversals there is no multiple because there are no earnings. Price-to-sales is 19.5–21×. Price-to-book is 8.0–8.6× on today's equity and 2.26–2.43× on the pro-forma post-money equity of Rp61.4bn; return on equity goes from 7.95% reported to roughly 2.3% post-money. The prospectus's own peer set — OMED and IRRA — trades near 10.6× earnings, 1.4× book and 0.34× sales, and its own valuation table prints 228–246× on a different (unreconciled) earnings base. Whichever number one prefers, the gap is not a premium for growth; revenue shrank.

Bottom line

This is a research-institute spin-out with real certifications, a credible device pipeline and no litigation, priced as if it were a profitable growth company. The profit is accounting, the cash flow is negative, the inventory is a pandemic relic, the customers are two distributors plus the parent, and a third of the money raised goes back to the parent's lenders. The underwriter's only recent lead IPO (OBAT, 2025) popped and then fell a third below its offer price. There may be a case for owning UGM's commercialisation arm at a fraction of this valuation once the GeNose balance sheet is written down and the core business shows it can cover its own overhead. At Rp130–140, with a tiny float and a grade-C sponsor, the day-one trade and the long-run investment are different questions — and the second one is answered by the operating line, not the net line.