Ganesh Consumer Products Ltd IPOGANESHCP

The IPO opens on 22 Sept 2025 & closes on 24 Sept 2025.

Ganesh Consumer Products Limited was originally incorporated as a Private Limited Company under the name Ganesh Wheat Products Private Limited at Kolkata, West Bengal, pursuant to a Certificate of Incorporation dated March 9, 2000, issued by the RoC. Subsequently, the Company name was changed from Ganesh Wheat Products Private Limited to Ganesh Grains Private Limited, and a fresh Certificate of Incorporation dated January 4, 2011, was issued by the RoC to Company. Subsequently, status of the Company got converted from a Private Limited to a Public Limited, and the name of the Company was changed to Ganesh Grains Limited, dated February 5, 2011 and further to Ganesh Consumer Products Limited, dated August 12, 2024, issued by the Registrar of Companies, Central Processing Centre. Ganesh Consumer Products is a FMCG company headquartered in Kolkata, West Bengal and are the third largest brand of packaged whole wheat flour (atta) and largest brand of wheat-based derivatives (maida, sooji, dalia) in East India. It offer a range of consumer staples comprising of whole wheat flour (atta), wheat and gram-based value-added flour products, and other emerging food products. The Company dates back to year 1936, while it started with a retail outlet store in Burrabazar, Kolkata selling various flours under the 'Ganesh' brand name. Later, Company acquired M/s Ganesh Flour Mills, a sole proprietorship firm pursuant to a Business Transfer Agreement in year 2000. It commissioned Jalan Complex Unit- I as an atta chakki plant in 2006, commissioned Jalan Complex Unit - II for gram-based value-added flour products and ethnic flours in 2008; commissioned Padmavati Unit for whole wheat flour (atta) and wheat-based value-added flour products (maida, sooji and dalia in 2010. In 2014, Company commissioned Foodpark Unit for gram-based value-added flour products (sattu and besan); followed by the commissioning of Hyderabad unit for wheat-based value-added flour products in 2015. Further, Company enhanced the production capacity of whole wheat flour by acquiring Shree Venkatesh Agro Food Private Limited and Gobardhan Agri Flour Mills Private Limited in 2016. These two companies got merged with the Holding Company through the Scheme of Amalgamation, which became effective from January 23, 2020. The Company entered the spices product category through launch of whole and powder spices (including turmeric, chilli, cumin and coriander) in 2023. In 2024, Company has made expansion into the spices product basket with the launch of blended spices followed with entrance into the snacks product category like bhujia and chanachur. The Company is planning a public issue by raising funds from public aggregating to Rs 130 Crore Fresh Issue Equity Shares of face value of Rs 10 each and by issuing 12,442,089 Equity Shares through Offer for Sale.

Ganesh Consumer Products Ltd IPO will close on 24 Sept 2025.

<ul><li>Largest brand of packaged flour in East India.</li><li>Diversified and continuously expanding product portfolio.</li><li>Well-established and widespread multichannel distributor network and customer reach.</li><li>Strategically located advanced manufacturing facilities with stringent quality standards.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Purushottam Das Mimani</td> <td>9550</td> <td>0.03</td> <td>9550</td> <td>---</td> </tr> <tr> <td>2</td> <td>Manish Mimani</td> <td>3366575</td> <td>9.26</td> <td>2025443</td> <td>5.01</td> </tr> <tr> <td>3</td> <td>Madhu Mimani</td> <td>194614</td> <td>0.54</td> <td>49120</td> <td>---</td> </tr> <tr> <td>4</td> <td>Manish Mimani HUF</td> <td>21010</td> <td>0.06</td> <td>21010</td> <td>---</td> </tr> <tr> <td>5</td> <td>Srivaru Agro Pvt Ltd</td> <td>23790540</td> <td>65.41</td> <td>23790540</td> <td>58.87</td> </tr> </tbody> </table>

<ul><li>Our operations are dependent on the supply of raw materials. Inadequate or interrupted supply and price fluctuation of our raw materials and packaging materials could adversely affect our business, results of operations, cash flows, profitability and financial condition. Any increase in the cost of, or a shortfall in the availability of, such raw materials could have an adverse effect on our business and results of operations, and seasonable variations could also result in fluctuations in our results of operations.</li><li>Any change in guidelines by Government of India or any other governmental nodal agencies for procurement or stocking of wheat and gram, can also impact prices of raw materials. Our Company procures the raw materials at spot price which is linked to the price set pursuant to guidelines of the government. Any increase in the cost of, or a shortfall in the availability of, raw materials due to such change in guidelines could have an adverse effect on our business and results of operations.</li><li>We derive a substantial portion of our B2C revenue from a) whole wheat flour (atta); and b) wheat and gram-based value-added flour products and any reduction in demand or in the production of such products could have an adverse effect on our business, results of operations and financial condition.</li><li>The sale of our products is concentrated in our core market of East India, specifically in West Bengal. Any adverse developments affecting our operations in such region, could have an adverse impact on our business, financial condition, results of operations and cash flows.</li><li>Any slowdown or interruption to our manufacturing operations or under-utilization of our existing or future manufacturing facilities may have an adverse impact on our business and financial performance.</li><li>Our business has grown consistently including our revenue from operations, and we may fail to manage our growth effectively.</li><li>The improper handling, processing or storage of raw materials or products, or spoilage of and damage to such raw materials and products, or any real or perceived contamination in our products, could subject us to regulatory and legal action, damage our reputation and have an adverse effect on our business, results of operations and financial condition.</li><li>We are dependent on the strength of our brand and reputation, if we are unable to maintain and enhance our brand and reputation, the sales of our products may suffer which would have a material adverse effect on our business operations</li><li>Our business is dependent on our distribution network. An inability to expand or effectively manage our distribution network, or any disruptions in our distribution network may have an adverse effect on our business, results of operations, financial condition and cash flows.</li><li>We have incurred indebtedness and are required to comply with certain restrictive covenants under our financing agreements. Any non-compliance may lead to, amongst others, accelerated repayment schedule, enforcement of security and suspension of further drawdowns, which may adversely affect our business, results of operations, financial condition and cash flows.</li><li>Our Directors and Promoters may enter into ventures which are in businesses similar to ours.</li><li>Our inability to accurately forecast demand or price for our products and manage our inventory may have an adverse effect on our business, results of operations and financial condition.</li><li>Information relating to our production capacities and the historical capacity utilization of our manufacturing facilities included in this Red Herring Prospectus is based on various assumptions and estimates and future production and capacity utilization may vary.</li><li>The emergence of modern trade and e-commerce channels may adversely affect our pricing ability, which may have an adverse effect on our results of operations and financial condition.</li><li>Certain of our corporate records and filings with the RoC are not traceable and have certain discrepancies. Further, there were delays in filing certain regulatory forms. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future, and we will not be subject to any penalty imposed by the competent regulatory authority in this regard.</li><li>Our failure to raise additional capital or generate cash flows necessary to expand our operations in the future could reduce our ability to compete successfully and harm our results of operations or cause us to curtail or cease our operations.</li><li>Certain of our corporate records and filings with the RoC are not traceable and have certain discrepancies. Further, there were delays in filing certain regulatory forms. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future, and we will not be subject to any penalty imposed by the competent regulatory authority in this regard.</li><li>Conflicts of interest may arise out of common business objects between our Company and a member of our Promoter Group.</li><li>We have entered, and will continue to enter, into related party transactions which may involve conflicts of interest. Further, our Promoters, Directors and Key Managerial Personnel have interests in us other than reimbursement of expenses incurred and normal remuneration or benefits.</li><li>Our Statutory Auditors have included certain observations in the annexure to the auditor's reports as required under the Companies (Auditor's Report) Order, 2020, and on the internal financial controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 in respect of our Company.</li><li>Competition in the industries in which we operate could result in a reduction in our market share or require us to incur substantial expenditure on advertising and marketing, either of which could adversely affect our business, results of operations and financial conditions.</li><li>We are dependent on third party transportation providers for delivery of raw materials to us from our suppliers and delivery of our products to our customers or our distribution network, any failure on part of such service providers to meet their obligations could adversely affect our business, financial condition and results of operation.</li><li>The success of our business operations is dependent on our key managerial personnel, including our senior management as well as our ability to attract, train and retain such employees. If we lose key members of our management team or are unable to attract and retain executives, key personnel and employees we need to support our operations and growth, our business and future growth prospects may be harmed.</li><li>Our contingent liabilities and capital commitments as stated in our Restated Financial Information could adversely affect our financial condition.</li><li>Two of our Directors, Manish Mimani and Madhu Mimani, and one of our members of the Senior Management Sunil Chandak are unable to trace their educational qualification documents. Accordingly, we have not included the disclosure of their educational qualifications in this Red Herring Prospectus.</li><li>Failures in internal control systems could cause operational errors which may have an adverse impact on our profitability.</li><li>Our Company has experienced negative cash flow from operating activities in the past and may continue to do so in the future, which could have a material adverse effect on our business, prospects, financial condition, cash flows and results of operations.</li><li>Delays or defaults in payments from our B2B customers, modern trade channels and e-commerce platforms could result in reduction of our profits.</li><li>If we are unable to introduce new products, maintain quality standards and respond to changing consumer preferences in a timely and effective manner, the demand for our products may decline.</li><li>Our manufacturing capacities are under-utilised, and we may also be unable to effectively utilise our proposed roasted gram flour and gram flour manufacturing unit in Darjeeling, West Bengal (the "Sattu and Besan Unit")</li><li>We have experienced low PAT Margin in the past and may continue to so in the future. Our PAT Margin for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 were 4.17%, 3.56%, and 4.44% respectively.</li><li>We have experienced decrease in PAT margins in the past despite of increase in the revenue from operations and may continue to do so in the future as well.</li><li>We are subject to counterfeit, cloned and pass-off products, which may reduce our sales and harm the reputation and goodwill of our brands.</li><li>We are subject to government regulation and if we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required to operate our business, our business and results of operations may be adversely affected.</li><li>We are susceptible to risks relating to compliance with labour laws and our operations could be adversely affected by labour shortages, strikes, work stoppages or increased wage demands by our employees or any other kind of disputes with our employees.</li><li>We may be subject to fraud, theft, employee negligence or similar incidents.</li><li>We have experienced delays in payment of certain statutory dues including employee state insurance corporation contributions, provident fund contributions and income tax payments in the past.</li><li>Our Company, our Promoters, our Directors, our KMPs and our SMPs are involved in certain legal proceedings. Any adverse decision in such proceedings may render us liable to liabilities / penalties and may adversely affect our business, financial condition, results of operations and cash flows.</li><li>Industry information included in this Red Herring Prospectus has been derived from an industry report prepared by Technopak Advisors Private Limited ("Technopak"), exclusively commissioned and paid for by our Company for the purpose of this Offer.</li><li>Our insurance coverage may not be adequate to protect us against all potential losses, which may have a material adverse effect on our business, financial condition, cash flows and results of operations.</li><li>The land and premises for our Registered Office and Corporate Office and certain of our manufacturing facilities are taken on lease by us including from our Promoters. If we are unable to renew existing leases or relocate operations on commercially reasonable terms, there may be an adverse effect on our business, financial condition, result of operations and cash flows. Further, certain land on which our manufacturing facilities are located are leased to us by industrial development corporations. If we are unable to comply with conditions of use of such land or otherwise renew existing leases or relocate our operations on commercially reasonable terms, there may be an adverse effect on our business, financial condition and operations.</li><li>Our inability to protect or use our intellectual property rights may adversely affect our business. We may also unintentionally infringe upon the intellectual property rights of others, any misappropriation of which could harm our competitive position.</li><li>We rely on contract labour for carrying out certain of our operations and we may be held responsible for paying the wages of such workers, if the independent contractors through whom such workers are hired default on their obligations, and such obligations could have an adverse effect on our results of operations, cash flows and financial condition.</li><li>We will not receive any proceeds from the Offer for Sale portion.</li><li>The objects of the Fresh Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of our Net Proceeds as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.</li><li>We intend to utilize a portion of the Net Proceeds for funding our capital expenditure requirements. Our inability to successfully undertake such capital expenditure within the estimated cost could have a material adverse effect on our business, operations, prospects or financial results.</li><li>Our Promoters will continue to retain significant shareholding in our Company after the Offer, which will allow them to exercise influence over us.</li><li>Our Promoters have provided personal guarantees for loan facilities availed by our Company and may provide additional guarantees in the future. Any failure or default in repaying such loans could trigger repayment obligations on our Promoter, which may also impact our Promoters' ability to effectively service their obligations as our Promoters and thereby, adversely impact our business and operations.</li></ul>

The Issue type of Ganesh Consumer Products Ltd is Book Building.

The minimum application for shares of Ganesh Consumer Products Ltd is 46.

The total shares issue of Ganesh Consumer Products Ltd is 12695600.

Initial public offering of up to 12,695,600 equity shares of face value of Rs. 10 each of the company ("Equity Shares") for cash at a price of Rs. 322 per equity share (Including a Share Premium of Rs. 312 per Equity Share) ("Offer Price") aggregating up to Rs. 408.80 crores ("Offer"). The offer comprises a fresh issue of up to 40,37,267 equity shares of face value of Rs. 10 each aggregating up to Rs. 130.00 crores ("Fresh Issue") and an offer for sale of up to 8,658,333 equity shares of face value of Rs. 10 ("Offered Shares") aggregating up to Rs. 278.80 crores, comprising up to 1,341,132 equity shares of face value of Rs. 10 aggregating up to Rs. 43.18 crores by Manish Mimani, up to 145,494 equity shares of face value of Rs. 10 aggregating up to Rs. 4.68 crores by Madhu Mimani (Collectively, the "Promoter Selling Shareholders, up to 1,238,061 equity shares of face value of Rs. 10 aggregating up to Rs. 39.87 crores by India Business Excellence Fund II and up to 5,933,646 equity shares of face value of Rs. 10 aggregating up to Rs. 191.06 crores by India Business Excellence Fund IIA (Collectively, The "Investor Selling Shareholders", together with the promoter selling shareholders, the "Selling Shareholders", and such offer for sale of equity shares by the selling shareholders, the "Offer for sale"). This offer includes a reservation of up to [*] equity shares of face value of Rs. 10 each aggregating up to Rs. 1.00 Crore (Constituting up to [*]% of the post-offer paid-up Equity Share Capital) for purchase by eligible employees (The "Employee Reservation Portion"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer would constitute [*]% and [*]%, respectively, of the post-offer paid-up equity share capital. The Company, in consultation with the brlms, may offer a discount of up to [*]% (Equivalent to Rs. [*] per Equity Share) to the offer price to eligible employees bidding in the employee reservation portion ("Employee Discount"). A discount of Rs. 30 per equity share is being offered to eligible employees bidding in the employee reservation portion