Sawaliya Food Products Ltd IPOSAWALIYA

The IPO opens on 07 Aug 2025 & closes on 11 Aug 2025.

Sawaliya Food Products Limited was incorporated on July 1, 2014 as Sawaliya Food Products Private Limited', a Private Company issued by the Registrar of Companies, Madhya Pradesh at Gwalior. Further, the status got converted into a Public Company on May 27, 2024 and the name changed to Sawaliya Food Products Limited' and a fresh Certificate of Incorporation dated July 15, 2024 was issued by the Registrar of Companies, Central Processing Centre. Sawaliya Food is a manufacturer and processer of fresh and dehydrated vegetables, serving leading institutional manufacturers engaged in branded packaged food industries, traders and international importers of dehydrated products. The main products include dehydrated carrot, dehydrated cabbage and dehydrated ring beans / beans. All the products are produced at manufacturing facility, located in District Dhar of Madhya Pradesh, with a production capacity of approximately 1500 MT for all the dehydrated products, divided into two facilities. These products are used as raw materials in the fast moving consumer goods (FMCG) industry, for products such as cup noodles, ready to eat noodles, pasta, soup, etc. During the year 2014, the Promoters incorporated the Company and in 2017, they established a manufacturing unit with a semi-automatic line and a small dryer, for processing and manufacturing dehydrated vegetables. In 2019, the Company automated the existing manufacturing unit by replacing the semiautomatic line with an automatic process line. It also installed an in-house meyer color sorter machine for improving quality of the products. In 2022, the Company expanded the existing manufacturing unit by installing an additional vegetable processing line to increase production and set up an additional food dehydration and processing line in the manufacturing unit. It further expanded the manufacturing capacity and increased to store and process raw materials and finished products, by establishing an in-house cold storage in the manufacturing unit in 2023. The Company raised Rs 34.83 Cr through IPO by issuing 29,02,800 equity shares of Rs 10 each, comprising a fresh issue of 26,02,800 equity shares aggregating to Rs 31.23 Cr and offer for sale of 3,00,000 equity shares aggregating to Rs 3.6 Cr in August 2025.

Sawaliya Food Products Ltd IPO will close on 11 Aug 2025.

<ul><li>Premier customer base leading to stability in our business operations.</li><li>Flexible and diversified product portfolio.</li><li>Sustainable business operations.</li><li>Quality Assurance and Quality Control of our products.</li><li>Strategically located manufacturing facilities with modern infrastructure and integrated manufacturing facilities with a core focus on quality.</li><li>Cost efficient sourcing and locational advantage.</li><li>Well experienced management team with proven project management and implementation skills.</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>Raghav Somani</td> <td>3072476</td> <td>42</td> <td>2922476</td> <td>29.47</td> </tr> <tr> <td>2</td> <td>Priya Somani</td> <td>3072462</td> <td>42</td> <td>2922462</td> <td>29.47</td> </tr> <tr> <td>3</td> <td>Madhav Somani</td> <td>292617</td> <td>4</td> <td>292617</td> <td>2.95</td> </tr> <tr> <td>4</td> <td>Krishna Kant Somani</td> <td>292617</td> <td>4</td> <td>292617</td> <td>2.95</td> </tr> <tr> <td>5</td> <td>Hansa Somani</td> <td>292617</td> <td>4</td> <td>292617</td> <td>2.95</td> </tr> </tbody> </table>

<ul><li>The company depends on one of its key customers for a significant portion of its revenue, and any decrease in revenues or sales from such customer may adversely affect the company business and results of operations. Further, the company does not have firm commitment agreements with some of its customers. If the company customers choose not to source their requirements from it, there may be a material adverse effect on the company business, financial condition, cash flows and results of operations.</li><li>The company derives a significant portion of its revenue from certain of the company products. If sales volume or price of such products declines in the future, or if the company is unable to sell such products for any reason, its business, financial 32 condition, cash flows and results of operations could be adversely affected. The company commercial success is largely dependent upon its ability to strategically diversify the company product portfolio. Presently, its deal in a limited number of products and therefore, the company ability to diversify and successfully market its products might be limited, which may have an adverse impact on the company revenue and profitability.</li><li>The company derives a significant portion of its revenues from repeat orders which its identify as orders placed by key customers that have placed orders with the Company previously. Any loss of, or a significant reduction in the repeat orders received by it could adversely affect its business, results of operations, financial condition and cash flows.</li><li>Its business is subject to seasonal variations that could result in fluctuations in the company results of operations. Further, fresh vegetables being the principal raw material used for manufacturing of its products, the company business depends on the availability of such vegetables and any shortage of vegetables may adversely affect its business and results of operations.</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 its products, could subject it to regulatory and legal action, damage its reputation and have an adverse effect on the company business, results of operations and financial condition.</li><li>The Company is reliant on the demand from the FMCG industry for a significant portion of its revenue. Any downturn in the FMCG industry or an inability to increase or effectively manage the company sales could have an adverse impact on the Company's business and results of operations.</li><li>The commercial success of our products depends to a large extent on the success of the products of our end use customers. If the demand for the end use products in which our products are used as a raw materials declines, it could have a material adverse effect on our business, financial condition and results of operations.</li><li>Its manufacturing unit and the company operations are geographically concentrated in Madhya Pradesh. Consequently, the company is exposed to risks from economic, regulatory and other developments in such region which could have an adverse effect on its business, results of operations and financial condition. Further, the company continued operations are critical to its business and any shutdown of the company manufacturing unit may adversely affect its business, results of operations and financial condition.</li><li>The company generate its major portion of sales from the company operations in certain geographical regions. Any adverse developments affecting its operations in these regions could have an adverse impact on the company revenue and results of operations.</li><li>Its may face several risks associated with the proposed expansion of the company manufacturing unit, which could hamper its growth, prospects, cash flows and business and financial condition.</li><li>There have been instances of delays in payment of statutory dues, i.e. TDS by the Company. In case of any delay in payment of statutory due in future by the Company, the Regulatory Authorities may impose monetary penalties on it or take certain punitive actions against the Company in relation to the same which may have adverse impact on its business, financial condition and results of operations.</li><li>The Company proposes to utilize part of the Net Proceeds for repayment or pre-payment, in full or in part, of all or certain secured borrowings availed by the Company and accordingly, the utilization of that portion of the Net Proceeds will not result in creation of any tangible assets.</li><li>There have been instances of delays in filings of certain forms which were required to be filed as per the reporting requirements under the Companies Act, 2013 to ROC.</li><li>There have been some instances of incorrect filings with the Registrar of Companies and other non-compliances under the Companies Act, 2013 in the past which may attract penalties.</li><li>The Company requires significant amount of working capital for a continuing growth. Its inability to meet the company working capital requirements may adversely affect its results of operations.</li><li>If the company product development efforts does not succeed, Its may not be able to improve the company existing products and/or introduce new products, which could adversely affect its results of operations, growth and prospects. Further, if the company is unable to anticipate and respond to changes in the market trends and changing customer preferences in a timely and effective manner, or if the company fails to maintain its reputation, brand value or increase the market for our products, the demand for the company products may decline.</li><li>The Company is yet to place orders for the plant and machinery and roof top solar equipment for the proposed expansion of its manufacturing unit. Any delay in placing orders or procurement of such plant and machinery may delay the schedule of implementation and possibly increase the cost of commissioning the manufacturing unit.</li><li>The cost estimates for the proposed expansion of its manufacturing unit have been derived from internal estimates of the company management and may not be accurate.</li><li>Its products contribute to the fast moving consumer goods industry, which has experience disruption in the past, on account of health concerns and improper handling of food materials. Any such disruption may directly impact its business, results of operations and financial conditions.</li><li>Technological advancement may lead to more cost-effective technologies that can be performed at lower costs or at better quality, which could adversely affect its business, financial condition, results of operations and cash flows.</li><li>Any manufacturing or quality control problems may damage its reputation for quality products and expose it to litigation or other liabilities, which could adversely affect the company financial results.</li><li>The company operates in a competitive business environment and its inability to compete effectively may adversely affect its business, results of operations, financial condition and cash flows.</li><li>Any delays and/or defaults in customer payments could result in increase of working capital investment and/or reduction of the Company's profits, thereby affecting its operation and financial condition.</li><li>Its inability to effectively manage the company growth or to successfully implement its business plan and growth strategy could adversely affect its business, results of operations and financial condition.</li><li>The Company requires significant amount of working capital for a continuing growth. Its inability to meet the company working capital requirements may adversely affect its results of operations.</li><li>The company is dependent on information technology systems in carrying out its business activities and it forms a part of its business. Further, if the company is unable to adapt to technological changes and successfully implement new technologies or if the company faces failures of its information technology systems, its may not be able to compete effectively which may result in higher costs and would adversely affect the company business and results of operations.</li><li>Under-utilization of its manufacturing capacities may have an adverse effect on the company business, future prospects and future financial performance.</li><li>Its may be unable to grow the company business in additional geographic regions or international markets, which may adversely affect its business prospects and results of operations.</li><li>If the company is not able to obtain, renew or maintain its statutory and regulatory licenses, registrations and approvals required to operate the company business, it may have a material adverse effect on its business, results of operations and financial condition.</li><li>The company does not own any trade names or trademarks. Its may be unable to adequately protect the company intellectual property. Furthermore, its may be subject to claims alleging breach of third party intellectual property rights. Any litigation related to the company intellectual property could be time consuming and costly.</li><li>The company is dependent on third party transportation providers for delivery of raw materials to it from the company suppliers and delivery of its finished products to the company customers. THe company has not entered into any formal contracts with its transport providers and any failures on part of such service providers to meet their obligations could adversely affect its business, financial condition and results of operation.</li><li>If the company is unable to identify customer demand accurately and maintain an optimal level of inventory proportionately, its business, results of operations and financial condition may be adversely affected.</li><li>The company has significant power requirements for continuous running of its manufacturing unit. Any disruption to the company operations on account of interruption in power supply or any irregular or significant hike in power tariffs may have an effect on its business, results of operations and financial condition.</li><li>Its Promoters, Directors, Senior Management and Key Managerial Personnel have interests in the Company other than reimbursement of expenses incurred or normal remuneration or benefits.</li><li>One of its Promoters and members of the company Promoter Group have extended personal guarantees with respect to loan facilities availed by the Company. Further, some of the members of its Promoter Group have extended personal properties as collateral for securing the facilities availed by the Company. Revocation of any or all of these personal guarantees or withdrawal of such properties may adversely affect its business operations and financial condition.</li><li>Its Promoters and members of the Promoter Group have significant control over the Company and have the ability to direct the company business and affairs; their interests may conflict with your interests as a shareholder.</li><li>The average cost of acquisition of Equity Shares held by its Promoters could be lower than the Offer Price.</li><li>Its future fund requirements, in the form of further issue of capital or securities and/or loans taken by it, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are eventually raised.</li><li>The company has in past entered into related party transactions and its may continue to do so in the future.</li><li>Its agreements with lenders for financial arrangements contain restrictive covenants for certain activities and if the company is unable to get their approval, it might restrict its scope of activities and impede the company growth plans.</li><li>The Company's management will have flexibility in utilizing the Net Proceeds from the Offer and the deployment of the net proceeds from the Offer is not subject to any monitoring by any independent agency.</li><li>The Company has availed certain unsecured loans which are recallable in nature.</li><li>In addition to its existing indebtedness for the company existing operations, its may incur further indebtedness during the course of business. The company cannot assure that its would be able to service the company existing and/ or additional indebtedness.</li><li>The company has not made any alternate arrangements for meeting its capital requirements for the Objects of the Offer. Further, the company has not identified any alternate source of financing the `Objects of the Offer'. Any shortfall in raising / meeting the same could adversely affect its growth plans, operations and financial performance.</li><li>Its success largely depends upon the knowledge and experience of the company Promoters, Directors and its Key Managerial Personnel. Loss of any of the company Directors and key managerial personnel or its ability to attract and retain them could adversely affect the company business, operations and financial condition.</li><li>Its inability to procure and/or maintain adequate insurance cover in connection with the company business may adversely affect the company operations and profitability.</li><li>The company has certain contingent liabilities and its financial condition and profitability may be adversely affected if any of these contingent liabilities materialize.</li><li>The Company had negative cash flows in the past years, details of which are given below. Sustained negative cash flow could impact its growth and business.</li><li>The company is subject to foreign currency exchange rate fluctuations which could have a material and adverse effect on its results of operations and financial conditions.</li><li>There are outstanding litigations involving the Company which, if determined adversely, may affect its business and financial condition.</li><li>The company is dependent upon the growth prospects of the industries, where end product is made using its product.</li><li>Non-Compliance with, and changes in, safety, health and environmental laws and regulations may adversely affect its business, prospects, financial condition and results of operations.</li><li>The company ability to pay dividends in the future may be affected by any material adverse effect on its future earnings, financial condition or cash flows.</li><li>The deployment of funds is entirely at its discretion and as per the details mentioned in the chapter titled "Objects of the Offer".</li><li>The data and statistics added in this Red Herring Prospectus may be incomplete or inaccurate or may not be comparable to statistics produced elsewhere.</li><li>The company has not independently verified certain data in this Red Herring Prospectus.</li><li>The Company proposes to utilize part of the Net Proceeds for repayment or pre-payment, in full or in part, of all or certain secured borrowings availed by the Company and accordingly, the utilization of that portion of the Net Proceeds will not result in creation of any tangible assets.</li><li>Its could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect the company financial condition, results of operations and reputation.</li><li>The company is dependent on a newly formed team of Key Managerial Personnel and Senior Managerial Personnel, which may present potential challenges in areas such as cultural alignment, operational efficiency, stakeholder confidence, and the execution of strategic initiatives. If the company is unable to attract or retain such qualified personnel, this could adversely affect its business, financial condition and results of operations.</li><li>The requirements of being a listed company may strain its resources.</li><li>The Equity Shares have never been publicly traded and the Offer may not result in an active or liquid market for the Equity Shares.</li><li>There is no guarantee that the Equity Shares offered pursuant to the Offer will be listed on the Emerge Platform of National Stock Exchange of India Limited in a timely manner or at all.</li><li>There is no existing market for its Equity Shares, and the company does not know if one will develop to provide you with adequate liquidity. Further, an active trading market for the Equity Shares may not develop and the price of the Equity Shares may be volatile.</li><li>The price of the Equity Shares may be highly volatile after the Offer, which could result in substantial losses for investors acquiring the Equity Shares in the Offer.</li><li>You will not be able to sell immediately on the Stock Exchange any of the Equity Shares you purchase in the Offer.</li><li>There are restrictions on daily movements in the trading price of the Equity Shares, which may adversely affect a shareholder's ability to sell Equity Shares or the price at which Equity Shares can be sold at a particular point in time.</li><li>Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by the Company may dilute your shareholding and any sale of Equity Shares by its Promoters or members of the company Promoters Group may adversely affect the trading price of the Equity Shares.</li><li>Sale of Equity Shares by its Promoters or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.</li></ul>

The Issue type of Sawaliya Food Products Ltd is Book Building - SME.

The minimum application for shares of Sawaliya Food Products Ltd is 2400.

The total shares issue of Sawaliya Food Products Ltd is 2902800.

Initial public offer of 29,02,800 equity shares of face value of Rs. 10/- each ("Equity Shares") of the company at an offer price of Rs. 120/- per equity share (Including a Share Premium of Rs. 110/- per Equity Share) for cash, aggregating Rs. 34.83 crores ("Public Offer") comprising a fresh issue of 26,02,800 equity shares of face value of Rs. 10/- each aggregating Rs. 31.23 crores (the "Fresh Issue") and an offer for sale of 3,00,000 equity shares of face value of Rs. 10/- each comprising of 1,50,000 equity shares of face value of Rs. 10/- each by Raghav Somani and 1,50,000 equity shares of face value of Rs. 10/- each by Priya Somani ("the Selling Shareholder or "Promoter Selling Shareholders") ("Offer for Sale") aggregating Rs. 3.60 crores, out of which 1,46,400 equity shares of face value of Rs. 10/- each of face value of Rs. 10/- each, at an offer price of Rs. 120/- per equity share for cash, aggregating Rs. 1.76 crores was reserved for subscription by the market maker to the offer (the "Market Maker Reservation Portion"). The public offer less market maker reservation portion i.e. offer of 27,56,400 equity shares of face value of Rs. 10/- each of face value of Rs. 10/- each, at an offer price of Rs. 120/- per equity share for cash, aggregating Rs. 33.08 crores is hereinafter referred to as the "Net Offer". The public offer and net offer will constitute 29.27% and 27.79% respectively of the post-offer paid-up equity share capital of the company.