Vandan Foods Ltd IPO

The IPO opens on 30 Jun 2025 & closes on 02 Jul 2025.

Vandan Foods Limited was originally incorporated as 'Vandan Foods Private Limited' dated December 15, 2015, issued by Assistant Registrar of Companies, Gujarat. Thereafter, Company was converted from a Private Limited Company to Public Limited Company and the name was changed to 'Vandan Foods Limited'. A fresh Certificate of Incorporation dated September 18, 2023 was issued to Company by the Registrar of Companies, Ahmedabad. Company was originally incorporated by Mr. Vandan Dave and Mrs. Smruti Dave. Subsequently, Mr. Kalpeshkumar B. Thakkar and Kalpesh Kumar Thakkar HUF acquired control over Company, by way of acquisition of Equity Shares of the Company in FY 2023, Mr. Rakeshkumar Rameshbhai Patel, Mr. Jitendra Rameshbhai Patel and Mrs. Jyotsana Jitendrabhai Patel acquired control over Company, by way of acquisition of Equity Shares of the Company in FY 2024. Prior to FY 2018, Company was engaged in the catering business. However, from FY 2018 till FY 2023, Company was engaged in the trading of agro commodities. Thereafter, from FY 2024, current promoters have been actively managing the business of manufacturing of Castor Oil and its derivatives. Company is currently operating on a B2B business model primarily focusing on Refined F.S.G. Castor Oil, Castor De Oil Cake. The Company launched the IPO of 26,40,000 equity shares of Rs 10 each, by way of IPO & raised Rs 30.36 Crores in July, 2023. is planning a public issue upto 26,50,000 Equity Shares through fresh issue.

Vandan Foods Ltd IPO will close on 02 Jul 2025.

<ul><li>Experienced Promoters and Management Team.</li><li>End to end execution capabilities.</li><li>Long term Relationship with the Clients.</li><li>Quality Assurance & Control.</li><li>Scalable Business model.</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>Kalpeshkumar Bhagavandas Thakk</td> <td>2010800</td> <td>35</td> <td>2010800</td> <td>23.98</td> </tr> <tr> <td>2</td> <td>Rakeshkumar Rameshbhai Patel</td> <td>968000</td> <td>16.85</td> <td>968000</td> <td>11.54</td> </tr> <tr> <td>3</td> <td>Jitendra Rameshbhai Patel</td> <td>800000</td> <td>13.93</td> <td>800000</td> <td>9.54</td> </tr> <tr> <td>4</td> <td>Jyotsna Jitenrabhai Patel</td> <td>800000</td> <td>13.93</td> <td>800000</td> <td>9.54</td> </tr> <tr> <td>5</td> <td>Kalpesh Kumar Thakkar HUF</td> <td>990000</td> <td>17.23</td> <td>990000</td> <td>11.81</td> </tr> </tbody> </table>

<ul><li>A certain amount of its revenue is generated from certain key customers, and the loss of one or more such customers, the deterioration of their financial condition or prospects, or a reduction in their demand for its products could adversely affect the company business, results of operations, financial condition and cash flows.</li><li>The company relies significantly on some suppliers for the supply of its raw materials. If these suppliers are unable or unwilling to supply raw materials on time or otherwise fail to meet our requirements, its business will be harmed. An inability to procure the desired quality, quantity of its raw materials in a timely manner and at reasonable costs, or at all, may have a material adverse effect on the company business, results of operations and financial condition.</li><li>Its revenues are highly dependent on the company operations in the geographical region of state of Gujarat. Any adverse development affecting its operations in this region could have an adverse impact on the company business, financial condition and result of operations.</li><li>The Company, its Directors and its Promoters are party to certain litigation and claims. These legal proceedings are pending at different levels of adjudication before various forums and regulatory authorities. Any adverse decision may make us liable to liabilities/penalties and may adversely affect our reputation, business and financial status.</li><li>The Company has reported certain negative cash flows from its operating activity, investing activity and financing activity, details of which are given below. Sustained negative cash flow could impact our growth and business.</li><li>Its Business is subject to seasonal volatility, which may contribute to fluctuations in the company result of operations and financial condition.</li><li>Its Registered Office from where the company operates is not owned by it but taken on leave and License basis. The company inability to renew the leave and license agreement or any adverse impact on the title or ownership rights of its owner/landlord in relation to these premises may impede the company operations.</li><li>Its cost of production is exposed to fluctuations in the prices of the company raw material such as Castor Seeds.</li><li>Certain of its promoter and director have past instances of credit card and other due settlements.</li><li>Relevant copies of educational qualification of two of its directors and one promoter is not traceable.</li><li>Its business is dependent and will continue to depends on the company manufacturing unit, limited products and the company is subject to certain risk in its manufacturing process such as breakdown or failures of equipment, industrial accidents, severe weather conditions and natural disasters.</li><li>The Company is yet to place orders for 100% of the plant & machineries for our proposed object, as specified in the Objects of the Issue. Any delay in placing orders, procurement of plant & machineries may delay our implementation schedule and may also lead to increase in price of these plant & machineries, further affecting our revenue and profitability.</li><li>Any failures on its part to effectively manage the company inventory may result in an adverse effect on its business, revenue from manufacturing operations and financial condition.</li><li>Any failures in the company quality control processes may have an adverse effect on its business, results of operations and financial condition.</li><li>Its operations are subject to high working capital requirements. If the company is unable to generate sufficient cash flows to allow the company to make required payments, there may be an adverse effect on its results of operations.</li><li>In addition to regular remuneration, other benefits and expense reimbursement its Promoters and Directors hold a vested interest in the Company; to the extent of their shareholding and associated dividend entitlements They also have a stake in transactions involving the company, whether with themselves individually or with its group companies/entities. The Company in future may enter in related party transactions subject to necessary compliances.</li><li>The company has not complied with certain statutory provisions with respect to filing forms of the Companies Act. Such non-compliance may attract penalties and prosecution against the Company and its Directors which could impact the financial position of it to that extent.</li><li>Certain members of its promoter group have not filed Income Tax Returns ("ITR").</li><li>Certain members of its promoter group have not PAN ("PAN").</li><li>There are instances of mismatch in name and date of birth in the documents of certain members of its promoter group.</li><li>The Company has not paid Self-Assessment Tax for AY 2024-25 and has not filed Income Tax Return for AY 2024-25.</li><li>The company has a history of net losses and negative earnings per share ("EPS"). Its need to generate and sustain increased revenues while managing its expenses to achieve profitability, and the company inability to achieve these goals may have an adverse effect on its business, results of operations, cash flows and financial condition.</li><li>Its Contingent Liability and Commitments could affect the company financial position.</li><li>The company is subject to the restrictive covenants of banks in respect of the Loans/ Credit Limits and other banking facilities availed from them.</li><li>Its insurance coverage may not be adequate to protect the company against certain operating hazards and this may have a material adverse effect on its business.</li><li>The Company has not entered into any agreements/contracts with the Suppliers and Customers.</li><li>There are certain instances of delays in payment of statutory dues. Any delay in payment of statutory dues or nonpayment of statutory dues in dispute may attract financial penalties from the respective government authorities, which may have an adverse impact on its financial condition and cash flows.</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 machineries used by the Company for the purpose of its operations are taken on lease. Any termination of the relevant lease agreements or rent agreements in connection with such machinery or its failures to renew the same could adversely affect the company operations.</li><li>The Company does not have a registered trademark under the Trademarks Act, 1999. Its may not be able to prevent unauthorized use of the company trademarks by third parties, which may lead to the dilution of its goodwill</li><li>The company operations depend on the availability of timely and cost-efficient transportation and other logistic facilities and any prolonged disruption may adversely affect its business, results of operations, cash flows and financial conditions.</li><li>The Company have been in the manufacturing industry from more than one year.</li><li>Its Business is dependent on adequate and uninterrupted supply of electrical power and water at a reasonable cost. Failures on account of unavailability of electrical power and water may restrict us in utilizing its full capacity and hence, may impact the company business and result of operations.</li><li>The company operates in a competitive business environment. Competition from existing players and new entrants and consequent pricing pressures may adversely affect its business, financial condition and results of operations.</li><li>If the company is unable to service its debt obligations in a timely manner or to comply with various financial and other covenants and other terms and conditions of its financing agreements, it may adversely affect the company business, prospects, results of operations and financial condition.</li><li>Its lenders have charge over the company movable and immovable properties in respect of finance availed by it.</li><li>The company is dependent on its Promoters, the company senior management and other key personnel, and the loss of, or its inability to attract or retain, such persons could affect the company business, results of operations, financial condition and cash flows.</li><li>Its promoters does not have significant experience in the castor oil industry.</li><li>Some of its Directors does not have prior experience of being a Director of a Listed Company.</li><li>Changes in technology may render its current technologies obsolete or require the company to make substantial investments.</li><li>Significant disruptions of information technology systems or breaches of data security could adversely affect its business.</li><li>The company has issued Equity Shares during the last one year at a price that may be below the Issue Price.</li><li>The average cost of acquisition of Equity shares by its Promoters is lower than the Issue price.</li><li>The company could be adversely affected due to misconduct or errors of its employees that are difficult to detect and any such incidents could adversely affect its financial condition, results of operations and reputation.</li><li>Fraud, theft, employee negligence or similar incidents may adversely affect its results of operations and financial condition.</li><li>Any variation in the utilization of the Net Proceeds as disclosed in this Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of the Company.</li><li>The Objects of the Issue for which funds are being raised, are based on its management estimates and the same have not been appraised by any bank or financial institution or any independent agency. The deployment of funds in the project is entirely at our discretion, based on the parameters as mentioned in the chapter titled as "Objects of the Issue".</li><li>Its ability to pay any dividends will depends upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures. Moreover, its might not sustain historical dividend levels moving forward.</li><li>Its Promoter and the Promoter Group will jointly continue to retain majority shareholding in the Company after the Issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.</li><li>Any future issuance of its Equity Shares may dilute prospective investors' shareholding, and sales of the company Equity Shares by its major shareholders may adversely affect the trading price of the company Equity Shares.</li><li>The Issue price of its Equity Shares may not be indicative of the market price of the company Equity Shares after the Issue and the market price of the company 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>Industry information included in this Prospectus has been derived from an industry sources. There can be no assurance that such third-party statistical, financial and other industry information is complete, reliable or accurate.</li><li>Certain data mentioned in this Prospectus has not been independently verified.</li><li>In the event there is any delay in the completion of the Issue, or delay in schedule of implementation, there would be a corresponding delay in the completion of the objects of this Issue which would in turn affect its revenues and results of operations.</li><li>The company has not identified any alternate source of raising the funds required for the object of the Issue and the deployment of funds is entirely at its discretion and as per the details mentioned in the section titled "Objects of the Issue".</li><li>Any future issuance of Equity Shares may dilute your shareholdings, and sale of the Equity Shares by its major shareholders may adversely affect the trading price of the company Equity Shares.</li><li>The requirements of being a public listed company may strain its resources and impose additional requirements.</li></ul>

The Issue type of Vandan Foods Ltd is Fixed Price - SME.

The minimum application for shares of Vandan Foods Ltd is 1200.

The total shares issue of Vandan Foods Ltd is 2640000.

Public issue of 26,40,000 equity shares of face value of Rs. 10/- each of Vandan Foods Limited ("VFL)" or the "Company" or the "Issuer") for cash at a price of Rs. 115/- per equity share including a share premium of Rs. 105/- per equity share (the "Issue Price") aggregating to Rs. 30.36 crores ("the Issue"), of which 1,32,000 equity shares of face value of Rs. 10/- each for cash at a price of Rs. 115/- per equity share including a share premium of Rs. 105/- per equity share aggregating to Rs. 1.52 crores will be reserved for subscription by market maker to the issue (the "Market Maker Reservation Portion"). The issue less the market maker reservation portion i.e. net issue of 25,08,000 equity shares of face value of Rs. 10/- each at a price of Rs. 115/- per equity share including a share premium of Rs. 105/- per equity share aggregating to Rs. 28.84 crores is herein after referred to as the "Net Issue". the issue and the net issue will constitute 31.49 % and 29.91 % respectively of the post issue paid up equity share capital of the company. The face value of the equity shares is Rs. 10/- each and the issue price is Rs. 115/- each i.e. 11.5 times of the face value of the equity shares. The minimum lot size is 1200 equity shares