Shivashrit Foods Ltd IPOSHIVASHRIT

The IPO opens on 22 Aug 2025 & closes on 26 Aug 2025.

Shivashrit Foods Limited was incorporated as 'Shivashrit Foods Private Limited', on August 23, 2017, a private limited company pursuant to a certificate of incorporation granted by the Registrar of Companies, Kanpur at Uttar Pradesh. Upon the conversion of Company into a public limited company, the name of Company was changed to 'Shivashrit Foods Limited' and a fresh certificate of incorporation dated October 4, 2024 was issued by the RoC. Company is manufacturer, supplier and exporter of Potato Flakes. Company has a dedicated potato processing and manufacturing facility at Aligarh in Western Uttar Pradesh, India for production of potato flakes. It specializes in manufacturing of premium-grade potato flakes, used in ready-to-eat meals, snack foods, and processed food products. The major raw material used in manufacturing of potato flakes are Potatoes. The Company procure potatoes directly from farmers, third party suppliers and traders. The peak season for procurement of potatoes is December to March, which is harvesting season. It procures appx. 80% - 90% of annual requirement of potatoes during peak season. This extensive network of farmers enables to ensure a steady supply of high-quality potatoes. The Company commenced its manufacturing unit in 2018 with an installed production capacity of 14.4 metric tons per day of potato flakes. A state-of-the-art manufacturing plant, with advanced technology, including key components for potato processing, duly installed and made operational was purchased from M/s. Tummers Food Processing Solutions, Netherlands. In FY 2023-2024, Company expanded its existing potato flake processing line to increase its installed production capacity to 28.8 metric tons per day, which became operational in July, 2022. Company is planning an IPO aggregating 49,32,000 Equity Shares of Rs 10/- each, comprising a fresh issue of 43,16,000 Equity Shares and 6,16,000 Equity Shares through offer for sale.

Shivashrit Foods Ltd IPO will close on 26 Aug 2025.

<ul><li>Experienced Promoters and Management Team.</li><li>Support of efficient supply-chain enable us to have long-standing and deep customer relationships.</li><li>Manufacturing Facility.</li><li>Strategic location for potato procurement process and storage. We have also accrued benefits from the Central and State government policies, incentives and subsidies for setting up a food processing unit in Aligarh. </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>Nishant Singhal</td> <td>2814600</td> <td>20.17</td> <td>2682800</td> <td>14.68</td> </tr> <tr> <td>2</td> <td>Prashant Singhal</td> <td>3354600</td> <td>24.04</td> <td>3198400</td> <td>17.51</td> </tr> <tr> <td>3</td> <td>Ramesh Chand Singhal</td> <td>3546960</td> <td>25.42</td> <td>3381960</td> <td>18.51</td> </tr> <tr> <td>4</td> <td>Sunita Singhal</td> <td>3518250</td> <td>25.22</td> <td>3355250</td> <td>18.37</td> </tr> <tr> <td>5</td> <td>Raj Kumar Jain</td> <td>300000</td> <td>2.15</td> <td>300000</td> <td>1.64</td> </tr> <tr> <td>6</td> <td>Megha Singhal</td> <td>209295</td> <td>1.5</td> <td>209295</td> <td>1.15</td> </tr> <tr> <td>7</td> <td>Pooja Singhal</td> <td>209295</td> <td>1.5</td> <td>209295</td> <td>1.15</td> </tr> </tbody> </table>

<ul><li>The company derive a significant portion of its revenue from operations from domestic sales which exposes it to risks specific to Indian geographies and market.</li><li>The Company derive revenue from diversified customers. its inability to acquire new customers or loss of all or a substantial portion to any of the company major customers, for any reason and/or continued reduction of the business from them, could have a material adverse impact on its business, results of operations, cash flows and financial condition.</li><li>The Company is dependent on limited number of suppliers for supply of raw materials and the company has not made any long-term supply arrangement or agreement with its suppliers. In an eventuality where the company suppliers are unable to deliver it the required materials, at a competitive price, in a time-bound manner it may have a material adverse effect on the company business operations and profitability. The majority of its raw materials are sourced from few key suppliers. Discontinuation of the operations of such suppliers may adversely affect the company ability to source raw materials at a competitive price.</li><li>Any increase in the cost of the company raw material or a shortfall in the supply of its raw materials, may adversely affect the pricing and supply of the company products and have an adverse effect on its business, results of operations and financial condition.</li><li>Inadequate storage conditions of raw materials may compromise product integrity and affect business operations and financial conditions.</li><li>Our inability to procure and/or maintain adequate insurance cover in connection with our business may adversely affect our results of operations, cash flows and financial condition.</li><li>Our factories are subject to operating risks. Any shutdown of our existing factories or other production problems caused by unforeseen events may reduce sales and adversely affect our business, cash flows, results of operations and financial condition.</li><li>Our Company reported negative cash flow from its operating activity in financial year 2023. Sustained negative cash flow could adversely impact our business, financial condition and results of operations.</li><li>There have been some instances of delay and discrepancies with respect to filing of certain forms with the Registrar of Companies in the past, which may be subject to regulatory actions and penalties.</li><li>Shortage or unavailability of electricity and fuel could affect our manufacturing operations and may have an adverse effect on our business, results of operations and financial condition.</li><li>We are dependent on third party transportation and logistics service providers. Any increase in the charges of these entities could adversely affect our business, results of operations and financial condition.</li><li>Our business is working capital intensive. If we experience insufficient cash flows or are unable to access suitable financing to meet working capital requirements and loan repayment obligations, our business, financial condition and results of operations could be adversely affected.</li><li>Our inability to manage our growth may disrupt our business and reduce our profitability.</li><li>We have incurred indebtedness, and our inability to obtain further financing or meet our obligations, under our financing arrangements could adversely affect our business, results of operations, financial condition and cash flows.</li><li>Our individual Promoters, namely, Mr. Nishant Singhal, Mr. Prashant Singhal, Mrs. Sunita Singhal and Mr. Ramesh Chand Singhal, have provided personal guarantees for loan facilities obtained by our Company. In the event that any of such facilities are revoked, the lenders for such facilities may require alternate securities, guarantees, repayment of amounts outstanding under such facilities, or even terminate such facilities, which could adversely affect our business, financial condition, results of operations and cash flows.</li><li>Delay in Stamping of the Lease Deed for the new manufacturing unit.</li><li>Some of our loan agreements contain restrictive covenants which may adversely affect our business results of operations and financial condition.</li><li>Our Company have certain contingent liabilities and commitments, which, if they materialize, may adversely affect our results of operations, financial condition and cash flows.</li><li>Information relating to our production capacities and the historical capacity utilization of our manufacturing facilities included in this Draft Red Herring Prospectus is based on various assumptions and estimates and future production and capacity utilization may vary.</li><li>The company plans to establish an additional manufacturing unit which requires approvals and licenses that have not yet been obtained, which could impact our business, financial condition and results of operations.</li><li>Our proposed capacity expansion plans relating to our manufacturing facility are subject to the risk of unanticipated delays in implementation and cost overruns.</li><li>If we are unable to recruit and retain senior management, qualified and skilled personnel, our business and our ability to operate or grow our business may be adversely affected.</li><li>We are significantly dependent on both skilled and unskilled labour for our Manufacturing Facility. Any disruption to the supply of such labour, or our inability to control the composition and cost of our contract labour, could adversely affect our business, results of operations, financial condition and cash flows.</li><li>Our inability to collect receivables and defaults in payment from our clients could result in the reduction of our profits and affect our cash flows.</li><li>We have entered into related party transactions and may continue to enter into related party transactions, which may involve conflicts of interest, including with certain of our Promoters, Directors and key management personnel.</li><li>Our Promoters and Key Management Personnel may be interested in our Company, other than to the extent of reimbursement of expenses incurred or normal remuneration or benefits.</li><li>Our registered office and our manufacturing premises are not owned by us.</li><li>We may undertake acquisitions, investments, joint ventures or other strategic alliances, which may have an adverse effect on our ability to manage our business, and such undertakings may be unsuccessful.</li><li>We have applied for registration of trademarks including our company name, and there can be no assurance that we will be able to successfully register the trademark, or that it will not be infringed upon.</li><li>Industry information included in this Draft Red Herring Prospectus has not been derived from any commissioned or paid agency.</li><li>Failure to effectively manage our future growth and expansion may have a material adverse effect on our business prospectus and future financial performance.</li><li>If we fail to maintain and enhance our brand and reputation, consumers' recognition of our brands, and trust in us, and our products, our business may be materially and adversely affected.</li><li>Any disruption in the supply chain could have an adverse impact on our business, financial condition, cash flows and results of operations.</li><li>Stringent food safety, consumer goods, health and safety laws and regulations may result in increased liabilities and increased capital expenditures.</li><li>Any inability to accurately manage inventory and forecast demand for our products in specific markets may have an adverse effect on our business, results of operations and financial condition.</li><li>Our revenues are subject to a significant number of tax regimes and changes in legislation governing the rules implementing them could adversely affect our results of operations.</li><li>Some of our Directors do not have experience of being a director of a public listed company.</li><li>The Company relies entirely on a single product i.e., potato flakes, for its revenue, making it highly vulnerable to market, supply, and regulatory risks. Any disruption in this product line could significantly impact its financial performance and business stability.</li><li>Inadequate storage conditions of raw materials may compromise product integrity and affect business operations and financial conditions.</li><li>The company inability to procure and/or maintain adequate insurance cover in connection with the company business may adversely affect its results of operations, cash flows and financial condition.</li><li>The company factories are subject to operating risks. Any shutdown of its existing factories or other production problems caused by unforeseen events may reduce sales and adversely affect the company business, cash flows, results of operations and financial condition.</li><li>The Company reported negative cash flow from its operating activity in financial year 2023 and 2025. Sustained negative cash flow could adversely impact its business, financial condition and results of operations.</li><li>There have been some instances of delay and discrepancies with respect to filing of certain forms with the Registrar of Companies in the past, which may be subject to regulatory actions and penalties.</li><li>Shortage or unavailability of electricity and fuel could affect the company manufacturing operations and may have an adverse effect on its business, results of operations and financial condition.</li><li>The company is dependent on third party transportation and logistics service providers. Any increase in the charges of these entities could adversely affect its business, results of operations and financial condition.</li><li>The company business is working capital intensive. If we experience insufficient cash flows or are unable to access suitable financing to meet working capital requirements and loan repayment obligations, its business, financial condition and results of operations could be adversely affected.</li><li>Stringent food safety, consumer goods, health and safety laws and regulations may result in increased liabilities and increased capital expenditures.</li><li>The company has incurred indebtedness, and its inability to obtain further financing or meet the company obligations, under its financing arrangements could adversely affect the company business, results of operations, financial condition and cash flows.</li><li>The comapny individual Promoters, namely, Mr. Nishant Singhal, Mr. Prashant Singhal, Mrs. Sunita Singhal and Mr. Ramesh Chand Singhal, have provided personal guarantees for loan facilities obtained by the Company. In the event that any of such facilities are revoked, the lenders for such facilities may require alternate securities, guarantees, repayment of amounts outstanding under such facilities, or even terminate such facilities, which could adversely affect its business, financial condition, results of operations and cash flows.</li><li>Some of the company loan agreements contain restrictive covenants which may adversely affect its business results of operations and financial condition.</li><li>The Company have certain contingent liabilities and commitments, which, if they materialize, may adversely affect its results of operations, financial condition and cash flows.</li><li>Information relating to the company production capacities and the historical capacity utilization of its 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 company plans to establish an additional manufacturing unit which requires approvals and licenses that have not yet been obtained, which could impact its business, financial condition and results of operations.</li><li>The company proposed capacity expansion plans relating to its manufacturing facility are subject to the risk of unanticipated delays in implementation and cost overruns.</li><li>The company inability to manage its growth may disrupt the company business and reduce its profitability.</li><li>If the company is unable to recruit and retain senior management, qualified and skilled personnel, its business and the company ability to operate or grow its business may be adversely affected.</li><li>The company significantly dependent on both skilled and unskilled labour for the company Manufacturing Facility. Any disruption to the supply of such labour, or its inability to control the composition and cost of the company contract labour, could adversely affect its business, results of operations, financial condition and cash flows.</li><li>The company inability to collect receivables and defaults in payment from its clients could result in the reduction of the company profits and affect its cash flows.</li><li>The company has entered into related party transactions and may continue to enter into related party transactions, which may involve conflicts of interest, including with certain of its Promoters, Directors and key management personnel.</li><li>The company Promoters and Key Management Personnel may be interested in its Company, other than to the extent of reimbursement of expenses incurred or normal remuneration or benefits.</li><li>The company registered office and its manufacturing premises are not owned by It.</li><li>The company may undertake acquisitions, investments, joint ventures or other strategic alliances, which may have an adverse effect on its ability to manage the company business, and such undertakings may be unsuccessful.</li><li>The company had applied for registration of trademarks and copyrights including its company name, and there can be no assurance that the company will be able to successfully register the trademark or copyrights, or that it will not be infringed upon. The company name and trademarks are significant to its business and operations.</li><li>Industry information included in this Red Herring Prospectus has not been derived from any commissioned or paid agency.</li><li>Failure to effectively manage the company future growth and expansion may have a material adverse effect on its business prospectus and future financial performance.</li><li>If the company fail to maintain and enhance its brand and reputation, consumers' recognition of the company brands, and trust in it, and the company products, its business may be materially and adversely affected.</li><li>Any disruption in the supply chain could have an adverse impact on the company business, financial condition, cash flows and results of operations.</li><li>Any inability to accurately manage inventory and forecast demand for our products in specific markets may have an adverse effect on our business, results of operations and financial condition.</li><li>The company revenues are subject to a significant number of tax regimes and changes in legislation governing the rules implementing them could adversely affect its results of operations.</li><li>Some of the company Directors do not have experience of being a director of a public listed company.</li><li>Over the past three financial years, the Company has maintained relatively high levels of inventory across various product categories. While this strategy has supported uninterrupted supply and responsiveness to customer demand, it also introduces several financial and operational risks that may adversely affect the Company's performance.</li><li>The import of plant and machinery exposes the Company to regulatory, logistical, and foreign exchange risks, which may lead to delays, increased costs, or disruptions in project execution. Dependence on overseas vendors and the need for foreign technical personnel further heighten these risks, potentially impacting operational timelines and financial performance.</li><li>Delays or failures in obtaining or renewing regulatory approvals can disrupt our operations, lead to penalties, and increase compliance costs, potentially harming the company business and financial performance.</li><li>The company operate in a highly competitive and fast-changing market, where evolving customer preferences, and new entrants pose constant challenges. Competitors with greater resources may outpace it, leading to pricing pressures, reduced margins, and potential loss of market share, which could adversely affect the company growth and financial performance.</li><li>The company's operations are heavily concentrated in Aligarh, Uttar Pradesh, making it vulnerable to local risks, and its limited geographic reach may hinder future growth and increase business risk.</li><li>The company is subject to strict quality and regulatory standards, and any failure to comply could lead to reputational damage, legal issues, and operational disruptions, adversely affecting its business and financial performance.</li><li>The company is subject to evolving FSSAI regulations, including stricter inspections, enhanced labeling norms, and sustainability-focused packaging rules, non-compliance with which could lead to penalties, license suspension, or reputational harm.</li><li>The company faces significant and ongoing compliance obligations under Indian and international food safety and consumer protection laws, and any failure or increased regulatory burden could lead to penalties, higher costs, or operational disruptions.</li><li>Exposure to Existing and Potential Future Indebtedness May Adversely Impact the company Financial Health and Operational Flexibility.</li><li>Losses due to fraud, employee negligence, theft or similar incidents may have an adverse impact on the company.</li><li>The Company entered the B2C segment in December 2024, which exposes it to new market dynamics, consumer behavior uncertainties, and increased competition. There is no assurance that this venture will be successful or yield expected returns, and it may involve significant operational and regulatory challenges.</li><li>The Company operates in a capital-intensive industry, requiring substantial ongoing investments in infrastructure and equipment. These high costs may strain financial resources, and delays or cost overruns could adversely affect profitability and growth.</li><li>The company business relies heavily on potatoes, which are seasonal in nature. Any adverse weather, poor harvest, or supply chain issues can affect the availability and cost of raw materials, potentially disrupting its operations and profitability.</li><li>Changes in consumer preferences, such as a shift toward healthier or alternative food options, may reduce demand for potato flakes. If we fail to adapt to these evolving trends, the company sales, market share, and overall business performance could be negatively impacted.</li><li>The project's implementation schedule may face delays due to its reliance on timely receipt of funds. Any postponement in funding-whether from internal or external sources-can impact project timelines, costs, and deliverables. Despite best efforts, such delays may be beyond the control of the Company.</li><li>The Company may receive a capital subsidy as per the Uttar Pradesh Food Processing Industry Policy 2023. In the event such subsidy does not materialize or the state government does not approve the entire subsidy amount or if there are any adverse changes in the availability of the subsidy, it may increase the company cost of investment, and may have an adverse impact on its financial condition.</li><li>Any non-compliance or delays in GST Return Filings and EPF Payments may expose it to penalties from the regulators.</li><li>The company has not provided any peer comparison since there are no listed peers in India or globally in the identical line of business.</li><li>The company has entered into related party transaction with its promoters, which is not at an arm's length basis. We will continue to enter related party transactions which may involve conflicts of interest.</li><li>The company funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency and its management will have broad discretion over the use of the Net Proceeds.</li><li>The company cannot assure payment of dividends on the Equity Shares in the future.</li><li>The company Equity Shares have never been publicly traded, and after the Offer, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the Offer Price may not be indicative of the market price of the Equity Shares after the Offer.</li><li>The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.</li><li>Investors may be subject to Indian taxes arising the company of income arising on the sale of and dividend on the Equity Shares.</li><li>There is no guarantee that the company Equity Shares will be listed on the Emerge platform of NSE in a timely manner or at all.</li><li>The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.</li><li>The requirements of being a listed company may strain the company resources.</li><li>Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and could thereby suffer future dilution of their ownership position.</li><li>Any future issuance of Equity Shares or convertible securities or other equity linked securities by the Company may dilute your shareholding and sales of the Equity Shares by its major shareholders may adversely affect the trading price of the Equity Shares.</li><li>A third party could be prevented from acquiring control of the Company because of anti-takeover provisions under Indian law.</li><li>Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions.</li><li>Pursuant to listing of the Equity Shares, the company may be subject to pre-emptive surveillance measures like Additional Surveillance Measure ("ASM") and Graded Surveillance Measures ("GSM") by the Stock Exchanges in order to enhance market integrity and safeguard the interest of investors.</li><li>The Company's revenues and profits are difficult to predict and can vary significantly from quarter to quarter. This could cause its share price to fluctuate.</li><li>QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Investors are not permitted to withdraw their Bids after Bid/Offer Closing Date.</li><li>Sale of Equity Shares by the company Promoters and Promoter Group in future may adversely affect the market price of the Equity Shares.</li><li>The company assets and operations are located in India, and the company has subject to regulatory, economic and political uncertainties in India and a significant change in the central and state governments' economic liberalization and deregulation policies could disrupt its business.</li></ul>

The Issue type of Shivashrit Foods Ltd is Book Building - SME.

The minimum application for shares of Shivashrit Foods Ltd is 2000.

The total shares issue of Shivashrit Foods Ltd is 4932000.

Initial public offer of upto 49,32,000 equity shares of face value of Rs. 10/- each of Shivashrit Foods Limited ("SFL" or the "company" or the "offeror") for cash at a price of Rs. 142/- per equity share including a share premium of Rs. 132/- per equity share (the "offer price") aggregating to Rs. 70.03 crores ("the offer") comprising of a fresh issue upto 43,16,000 equity shares aggregating to Rs. 61.29 crores (the "fresh issue") and an offer for sale of upto 6,16,000 equity shares by selling shareholders aggregating to Rs. 8.75/- crores ("offer for sale"), of which 2,48,000 equity shares of face value of Rs. 10/- each for cash at a price of Rs. 142/- per equity share including a share premium of Rs. 132/- per equity share aggregating to Rs. 3.52 crores is reserved for subscription by market maker to the offer (the "market maker reservation portion"). The offer less the market maker reservation portion i.e. net offer of 46,84,000 equity shares of face value of Rs. 10/- each at an offer price of Rs. 142/- per equity share including a share premium of Rs. 132/- per equity share aggregating to Rs.66.51 crores is hereinafter referred to as the "Net Offer". The offer and the net offer is constituteed to 27.00% and 25.64%, respectively, of the post issue paid up equity share capital of the company. The face value of the equity shares is Rs. 10/- each.