Shyam Dhani Industries Ltd IPO

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

Shyam Dhani Industries Private Limited was originally incorporated as a Private Limited Company in the name of 'Shyam Dhani Industries Private Limited' vide Certificate of Incorporation dated October 19, 2010, issued by the RoC, Rajasthan. Subsequently, company was converted into Public Limited Company and name of company was changed to 'Shyam Dhani Industries Limited' pursuant to issuance of fresh Certification of Incorporation dated October 08, 2024, by Central Processing Centre. Company is engaged in the manufacturing and processing of 163 type/varieties of spices such as Ground Spices, Blend Spices and Whole Spices under the brand name 'SHYAM'. In addition to the spice offerings, it is also engaged in trading and distribution of Grocery Products such as Black Salt, Rock Salt, Rice, Poha, Kasuri Methi (Dried Fenugreek) etc. and a diverse range of Herbs and seasonings which includes Organo, Peri Peri, Chilli Flakes, Mixed Herbs, Onion Flakes, Tomato Powder etc. The Company works a production plant in Jaipur, Rajasthan to facilitate efficient production process of cleaning, drying, grading, grinding and packaging. It further operates across multiple sales channels, catering to both Business to Business and Direct to Consumer markets. In the B2B space, it serve customers through General Trade (wholesalers and distributors across India), Modern Trade (supermarkets and big retail chains), and Quick Commerce Platforms (through quick commerce apps), ensuring products are easily accessible to consumers. Additionally, it has a Direct-to-Consumer(D2C) presence, where Company sell products or services directly to consumers without intermediaries. e.g. website for direct purchase and delivery via online shopping. Until FY23, Company's primary focus was on general trade. However, in FY24, it moved the strategy to place more emphasis on modern trade to strengthen its presence on quick commerce platforms, with partnerships established with leading players such as Swiggy Instamart, Zepto, Flipkart Minutes, and BlinkIT. Company is planning an IPO of issuing 57,84,000 equity shares of Rs 10/- each through fresh issue.

Shyam Dhani Industries Ltd IPO will close on 24 Dec 2025.

<ul><li>Integrated Pest Management (IPM).</li><li>Experienced management team and promoters with qualified workforce.</li><li>Established manufacturing facility and integrated production with cost efficiencies.</li><li>Diversified product portfolio.</li><li>Strong and consistent financial performance.</li><li>Long and strong relationship with customers and dealers and efficient supply chain management.</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>Ramawtar Agarwal</td> <td>9082125</td> <td>59.92</td> <td>9082125</td> <td>31.21</td> </tr> <tr> <td>2</td> <td>Mamta Devi Agarwal</td> <td>2986750</td> <td>19.71</td> <td>2986750</td> <td>10.26</td> </tr> <tr> <td>3</td> <td>Vithal Agarwal</td> <td>2071875</td> <td>13.67</td> <td>2071875</td> <td>7.12</td> </tr> <tr> <td>4</td> <td>Ramavtar Agarwal HUF</td> <td>633750</td> <td>4.18</td> <td>633750</td> <td>2.18</td> </tr> <tr> <td>5</td> <td>Girdhari Lal Agarwal</td> <td>32500</td> <td>0.21</td> <td>32500</td> <td>0.11</td> </tr> <tr> <td>6</td> <td>Basanti Devi Agarwal</td> <td>32500</td> <td>0.21</td> <td>32500</td> <td>0.11</td> </tr> <tr> <td>7</td> <td>Khushi Agarwal</td> <td>32500</td> <td>0.21</td> <td>32500</td> <td>0.11</td> </tr> </tbody> </table>

<ul><li>The company dependent upon a limited number of suppliers 42.11%, 40.86%, 58.66% and 68.70% of its Total Purchases are derived from the company top 10 suppliers for the period ended on September 30, 2025 and for the Fiscal Years ended on March 31, 2025, 2024 and 2023. Further the company 5.96%, 13.20%, 27.88% and 22.28% of its total purchases for the period ended on September 30, 2025 and for the Fiscal Years ended on March 31, 2025, 2024 and 2023 are procured from its group company and members of the company Promoter Group. the company does not has long-term contracts with any of the company suppliers. Any disruption in the supply of raw materials or any failure of its suppliers to deliver these products in the necessary quantities or to adhere to delivery schedules, credit terms or specified quality standards and technical specifications may adversely affect the company business and its ability to deliver orders on time at the desired level of quality.</li><li>Its may face shortage of Raw Materials because of the seasonal nature of the company purchase.</li><li>The company products are semi-perishable in nature and the shelf life of its products ranges from 4-18 months. Inaccurate demand forecasting for the company semi-perishable product can result in excess inventory and waste which, in turn, could has an adverse effect on the company business, financial condition, results of operations and cash flows.</li><li>The Company requires significant amounts of working capital for continued growth. its inability to meet the company working capital requirements may has an adverse effect on the results of operations. Further, failure to manage our inventory could has an adverse effect on the company sales, profitability, cash flow and liquidity.</li><li>The Company, its Group Company, the company Promoters and its Directors other than promoters are involved in certain legal proceedings. Any adverse decision in such proceedings may render it / them liable to liabilities / penalties and may adversely affect the company business and results of operations.</li><li>The company dependent on and derive the company 57.86 %, 56.39%, 57.92% and 45.05% of revenue from its top 10 key customers for the period ended on September 30, 2025 and during the fiscal year ended on March 31, 2025, 2024 and 2023. Decreasing the revenues its derive from them could materially and adversely affect the company business, results of operations, cash flow and financial condition.</li><li>A significant portion of its revenue is generated by General Trade and Modern Trade. 95.71%, 97.89%, 98.80% and 93.42% of the company revenue for the period ended on September 30, 2025 and for the fiscal years ended on March 31, 2025, 2024 and 2023 is generated from these channels. Any disruption or loss of key trade partners could adversely impact on its financial performance.</li><li>A significant portion of the company revenue is derived from the sale of Ground Spices, which accounted for 47.11%, 49.68%, 51.63% and 69.07% of its revenue from operations for the period ended on September 30, 2025 and for the fiscal years ended March 31, 2025, 2024, and 2023, respectively. If its unable to anticipate or respond to changing consumer preferences, maintain consistent product quality, or if there is a decline in demand for these products, it could adversely impact the company revenue and growth prospects.</li><li>The strength of its brand is crucial to the company success, and its may not succeed in continuing to maintain and develop the company brand. Negative publicity, whether true or not, regarding its products' quality, variety, or pricing could harm the company reputation and consumer trust. Even false claims or misbranding allegations could severely impact its brand value, potentially leading to a material adverse effect on the company business, operations, and financial condition.</li><li>Its may not be able to protect the company intellectual property rights from infringement and it could has a material impact on the company goodwill, business operations, financial condition and results of operations.</li><li>The company has negative cash flow from operating activity, investing activity and financing activities in the past three years, details of which are given below, sustained negative cash flow could impact on its growth and business.</li><li>Any failure in the company quality control processes may adversely affect the company business, results of operations and financial condition. its may face product liability claims and legal proceedings if the quality of the company products does not meet the customers' expectations.</li><li>The company operate in markets with intense competition where some of the competitors may has greater scale and resources, enabling them to compete more effectively. This could result in a loss of market share as well as decline in the company revenues and profitability.</li><li>The markets in which the company operate are influenced by consumers whose tastes and preferences change rapidly, meaning the company may be affected by any disruptions in the industry.</li><li>The Company has procured a significant portion of the raw materials from the State of Rajasthan, accounting for 43.72%, 45.48%, 60.09% and 41.46%, of the company total purchases for the period ended on September 30, 2025, and for the Fiscal Years ended on March 31, 2025, 2024, and 2023, respectively. Any adverse developments affecting operations in this region could has a material impact on its business, financial condition, results of operations, and cash flows.</li><li>Failure to comply with, or adapt to changes in safety, health, environmental laws and other relevant regulations could adversely affect its business, prospects, financial condition, and operations. Additionally, challenges may arise in renewing or maintaining the statutory and regulatory permits and approvals necessary for the continuation of the company operations.</li><li>The company operating results could be significantly impacted if its unable to accurately forecast consumer demand for the company products or effectively manage its inventory.</li><li>Its inability to collect receivables from the company customers or default in payment by them could result in a reduction of its profits and affect the company cash flows.</li><li>A major part of its total revenue from operations is generated from the States of Rajasthan and Punjab which accounts for 81.99%, 88.08%, 92.76% and 89.78% respectively, of the company total revenue from operations for the period ended on September 30, 2025 and for the Fiscal Years ended on March 31, 2025, 2024 and 2023. Any adverse developments affecting the company operations in such region, could has an adverse impact on its business, financial condition, results of operations and cash flows.</li><li>The company does not manufacture grocery products such as Rice, Poha, Black Salt, and Rock Salt in-house. Instead, its procure these items from third-party suppliers. Any deterioration in product quality, delays in delivery, or cost increases could adversely affect the company operations and financial performance.</li><li>The Company is dependent on third party transportation providers for transportation of raw materials. Accordingly, any increase in transportation costs or unavailability of transportation services for its products or transportation strikes may has an adverse effect on its business.</li><li>We are dependent on Third Party Cold Storage providers for storing our raw material and products.</li><li>Improper handling, processing, or storage of our raw materials or products, along with any spoilage, damage, or actual or perceived contamination, could lead to regulatory actions, harming our reputation, and negative impact on our business, operations, and financial health.</li><li>There have been discrepancies in filings with the Registrar of Companies (RoC) and other non-compliances under the Companies Act in the past, which may result in penalties.</li><li>Instances of delays in payment of employee-related statutory dues in the past may expose us to regulatory action, including imposition of penalties.</li><li>We have in the past entered into transactions with related parties and may continue to do so in the future. These or any future-related party transactions may potentially involve conflicts of interest and there can be no assurance that we could not have achieved better terms had such arrangements been entered into with unrelated parties.</li><li>Our manufacturing capacities may not reach their installed capacity, and we may also be unable to effectively utilize our expanded manufacturing capacities.</li><li>Competitive pricing pressures may impact on our ability to maintain or raise product prices, potentially leading to a decline in our revenue from product sales, gross margin, and profitability. This could significantly and negatively affect our business, cash flow, financial condition, and operational results.</li><li>Our lenders have charged over our movable and immovable properties in respect of finance availed by us and the agreements governing our indebtedness contain conditions and restrictions on our operations, additional financing and capital structure.</li><li>If we are unable to service our debt obligations in a timely manner or to comply with various financial and other covenants and other terms and conditions of our financing agreements, it may adversely affect our business, prospects, results of operations and financial condition.</li><li>Our business is dependent on our manufacturing Units, and we are subject to certain risks in our manufacturing process. Any slowdown or shutdown in our manufacturing operations could have an adverse effect on our business, financial condition and results of operations.</li><li>The objects of the Issue include orders for plant and machinery which have been placed. In the event of any delay in delivery of such orders, the proposed schedule of implementation and deployment of the Net Proceeds may be extended or may vary.</li><li>Our operations may be adversely affected in case of industrial accidents at our manufacturing unit.</li><li>We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Issue. Further we have not identified any alternate source of financing the `Objects of the Issue'. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial performance.</li><li>Within the parameters as mentioned in the chapter titled `Objects of the Issue' beginning on page 101, our Company's management will have flexibility in applying the proceeds of this Issue. The fund requirement and deployment mentioned in the Objects of this Issue have not been appraised by any bank or financial institution.</li><li>We have certain contingent liabilities that have not been provided for in our financial statements, which if they materialise, may adversely affect our financial condition, cash flows and results of operations.</li><li>Our Registered and Corporate Office is taken on lease from the member of our promoter group. Disruption of our rights as lessee or termination of the agreements with our lessor (Member of our Promoter Group) may adversely impact our operations and, consequently, our business, financial condition and results of operations.</li><li>Our Promoters and two members of our Promoter Group have provided personal guarantees for secured loan facilities obtained by us, and any failure or default by us to repay such loans could trigger repayment obligations on our Promoters and Promoter Group, which may also impact our Promoter's ability to effectively service its obligations as our Promoter and thereby, adversely impact our business and operations.</li><li>Our Company has obtained unsecured loans from Promoters and bank which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect our cash flows.</li><li>Our operations could be significantly impacted by strikes, work stoppages, or increased wage demands from our employees. Any disputes with our workforce may negatively affect our business and operational outcomes.</li><li>Our business depends upon the capabilities and performance of our Promoters, Key Managerial Personnel and Senior Management that will be crucial to determining the success and growth of our company.</li><li>Employee misconduct, mistakes, or fraudulent actions could expose us to business risks or financial losses, potentially negatively impacting our business prospects, operational results, and financial condition.</li><li>The modernization and upgrading of technology could make the current machinery and technology outdated and no longer useful.</li><li>We are obligated to maintain various licenses, approvals, registrations, consents, and permits as part of our regular business activities. Failure to obtain the necessary approvals may lead to non-compliance, which could negatively impact our business operations, financial condition, performance, and future prospects.</li><li>We may not have sufficient insurance coverage to cover all possible losses.</li><li>Industry information included in this Red Herring Prospectus has been derived from publicly available industry reports and/or websites. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.</li><li>Our inability to successfully implement some or all our business strategies in a timely manner or at all could have an adverse effect on our business.</li><li>The average cost of acquisition of Equity Shares by our Promoters could be lower than the floor price.</li><li>In addition to standard remuneration or benefits and reimbursement of expenses, some of our Promoters, Directors and key managerial personnel are interested in our Company to the extent of their shareholding, dividend entitlement and lease rent received, in our Company.</li><li>We have not entered into any formal arrangement for technical support service for maintenance and smooth functioning of our equipments and machineries, which may affect our performance.</li><li>There is no monitoring agency appointed by our Company and the deployment of funds are at the discretion of our Management and our Board of Directors, though it shall be monitored by the Audit Committee.</li><li>Our Promoters will continue jointly to retain majority control over our Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders for approval.</li><li>Our ability to pay dividends in the future may depend upon our future revenues, profits, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in our financing arrangements.</li><li>Our future funds requirements, in the form of issue of capital or securities and/or loans taken by us, may be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.</li><li>All of our Directors do not have any prior experience of being a director in any other listed company in India.</li><li>Subsequent to the listing of the Equity Shares, we may be subject to surveillance measures, such as the Additional Surveillance Measures and the Graded Surveillance Measures by the Stock Exchanges in order to enhance the integrity of the market and safeguard the interest of investors.</li><li>There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the EMERGE Platform of NSE in a timely manner or at all.</li><li>There are restrictions on daily / weekly / monthly movements in the price of the Equity Shares, which may adversely affect a shareholder's ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.</li><li>The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Issue Price, or at all.</li><li>After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.</li><li>The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue and the market price of our Equity Shares may decline below the Issue price and you may not be able to sell your Equity Shares at or above the Issue Price.</li><li>You will not be able to sell immediately on Stock Exchange any of the Equity Shares you purchase in the Issue until the Issue receives appropriate trading permissions.</li><li>QIB 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 the Bid.</li><li>Sale of Equity Shares by our Promoter or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.</li></ul>

The Issue type of Shyam Dhani Industries Ltd is Book Building - SME.

The minimum application for shares of Shyam Dhani Industries Ltd is 2000.

The total shares issue of Shyam Dhani Industries Ltd is 5498000.

Initial public offer of up to 54,98,000 equity shares of face value of Rs. 10/- each ("Equity Shares") of Shyam Dhani Industries Limited ("Company" or "Issuer") for cash at a price of Rs. [*] per equity share ( Including a Share Premium of Rs. [*] per equity share), aggregating to Rs. [*] crores** ("the Issue"). This issue includes a reservation of up to 2,80,000 equity shares of face value of Rs. 10/- aggregating to Rs. [*] crores ( Constituting up to [*]% of the Post-issue Paid up Equity Share Capital of the Company ) for subscription by the market maker ("Market Maker Reservation Portion"). The issue less market maker reservation portion is hereinafter referred to as the "Net Issue". The issue and the net issue will constitute 26.62% and 25.26% respectively of the fully diluted post issue paid up equity share capital of the company. The company, in consultation with the brlm, may consider a pre-ipo placement of up to 2,86,000 equity shares of face value Rs. 10/- each for cash consideration aggregating to Rs. 2.00 crores, at its discretion, prior to filing of the red herring prospectus with the ROC ("Pre-Ipo Placement"). for further details of pre-ipo placement by the company from the date of the DRHP, please refer to " Additional Information to Investors" herein below. Price Band: Rs. 65/- to Rs. 70/- for equity share of face value of Rs. 10 each. The floor price is 6.50 times times the face value and cap price is 7.00 times of the face value of the equity shares. Bids can made for a minimum of 2,000 equity shares and in multiples of 2,000 equity shares thereafter.