Sonalis Consumer Products : Draft Offer Document filed with SEBI)

Prospectus

May 30, 2023

Please read Section 26 of the Companies Act, 2013

Fixed Price Issue

(Please scan this QR code to view the Prospectus)

SONALIS CONSUMER PRODUCTS LIMITED

Corporate Identification Number: U15490MH2022PLC378461

REGISTERED OFFICE

CORPORATE

CONTACT PERSON

EMAIL & TELEPHONE

WEBSITE

OFFICE

Unit No. 16, Ground Level, Loft &

N.A.

Ms. Ankita Chopra

[e-mail]

www.appetitefood.in

Basement, Sethia Industrial Estate,

&

Tungareshwar Phata Vasai East

[phone]

Palghar Thane, Maharashtra- 410208,

India

NAME OF PROMOTER(S) OF THE COMPANY

MS. SONALI NILESH KOCHAREKAR AND MS. SMITA SHASHIKANT SHAH

DETAILS OF OFFER TO PUBLIC

Type

Fresh Issue Size

OFS*

Total

Eligibility & Share Reservation among NII & RII

(by ₹ in Lakhs)

(by no. of shares or

Size

by amount in ₹)

Fresh Issue

₹ 283.20

Nil

₹ 283.20

The Issue is being made pursuant to Regulation 229 (1) of SEBI

(ICDR) Regulations as the Company's post issue paid-up capital

is less than ₹10.00 Cr. For details in relation to share reservation

among NIIs and RIIs, see "Issue Structure" on page 176 of this

Prospectus

*OFS: Offer for Sale

DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS - NA

RISKS IN RELATION TO THE FIRST ISSUE - This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10/- each and the Issue Price is three times of the face value of the Equity Shares. The Issue Price (determined and justified by our Company in consultation with the Lead Manager as stated in "Basis for Issue Price" on page 69 of this Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISK

Investments in Equity and Equity related securities involve a degree of risk and investors should not invest any funds in this issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequ acy of the Prospectus. Specific attention of the investors is invited to the section "Risk Factors" beginning on page 23 of this Prospectus.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of this Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares of our Company offered through this Prospectus are proposed to be listed on the SME Platform of BSE Limited in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an approval letter dated May 25, 2023 from BSE Limited for using its name in the Prospectus for listing of our shares on the SME Platform of BSE Limited. For the purpose of this Issue, BSE Limited shall be the Designated Stock Exchange.

LEAD MANAGER		REGISTRAR TO THE ISSUE
Expert Global Consultants Private Limited		PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED
1511, RG Trade Tower Netaji Subhash Place, Pitampura, New Delhi - 110 034, India		9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E)
Telephone: [phone]		Mumbai - 400011, Maharashtra, India
Email:[e-mail]		Tel: [phone] / 8261,
Website:www.expertglobal.in		Email/ Investor Grievance E-mail ID: [e-mail]
Investor grievance email: [e-mail]		Website: www.purvashare.com
Contact Person: Mr. Gaurav Jain		Contact Person: Mr. Rajesh Shah/ Ms. Purva Shah/ Ms. Deepali Dhuri
SEBI registration number: INM000012874		SEBI Registration No: INR000001112
CIN: U74110DL2010PTC205995		CIN: U67120MH1993PTC074079
	ISSUE PROGRAMME
ISSUE OPENS ON: WEDNESDAY, JUNE 7, 2023		ISSUE CLOSES ON: FRIDAY, JUNE 9, 2023

Prospectus

May 30, 2023

Please read Section 26 of the Companies Act, 2013

Fixed Price Issue

SONALIS CONSUMER PRODUCTS LIMITED

Corporate Identification Number: U15490MH2022PLC378461

Our Company was incorporated as 'Sonalis Consumer Products Limited' pursuant to a certificate of incorporation dated March 15, 2022 issued by the Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs, as a public limited company under the Companies Act, 2013 having Corporate Identity Number U15490MH2022PLC378461. For further details of incorporation, please refer the section titled 'History and Certain Other Corporate Matters' beginning on page 105 of this Prospectus. For details of incorporation, change of name and registered office of our Company, please refer to chapter titled "General Information" and "History and Certain Corporate Matters" beginning on page 45 and 105 respectively of this Prospectus.

Registered Office: Unit No. 16, Ground Level, Loft & Basement Sethia Industrial Estate, Tungareshwar Phata Vasai East Palghar Thane,

Maharashtra- 410208, India

Telephone No: [phone];Fax: NA; Website: www.appetitefood.in; E-mailID: [e-mail]

Contact Person: Ms. Ankita Chopra, Company Secretary

MS. SONALI NILESH KOCHAREKAR AND MS. SMITA SHASHIKANT SHAH

INITIAL PUBLIC ISSUE OF UPTO 9,44,000 EQUITY SHARES OF FACE VALUE OF RS.10 EACH OF SONALIS CONSUMER PRODUCTS LIMITED (THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS. 30/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. 20/- PER EQUITY SHARE (THE "ISSUE PRICE") AGGREGATING TO RS. 283.20 LAKHS ("THE ISSUE"), OF WHICH UP TO 52,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH FOR CASH AT A PRICE OF RS. 30/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF 20/- PER EQUITY SHARE AGGREGATING TO RS. 15.60 LAKHS 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 8,92,000 EQUITY SHARES OF FACE VALUE OF 10 EACH AT A PRICE OF RS. 30/- PER EQUITY SHARE AGGREGATING TO RS. 267.60 LAKHS IS HEREIN AFTER REFERRED TO AS THE "NET ISSUE". THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 47.22% AND 44.62% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THIS ISSUE IS BEING MADE IN TERMS OF CHAPTER IX OF THE SEBI (ICDR) REGULATIONS, 2018 AS AMENDED FROM TIME TO TIME.

FOR FURTHER DETAILS SEE "TERMS OF THE ISSUE" BEGINNING ON PAGE 170 OF THIS PROSPECTUS.

All the investors applying in a public issue shall use only Application Supported by Blocked Amount (ASBA) facility process including through UPI mode (as applicable) for making payment providing details about the bank account which will be blocked by the Self Certified Syndicate Banks ("SCSBs") as per the SEBI circular CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015. For further details, please refer to section titled "Issue Procedure" beginning on page 179 of this Prospectus. In case of delay, if any in refund, our Company shall pay interest on the application money at the rate of 15 % per annum for the period of delay.

THE FACE VALUE OF THE EQUITY SHARES IS RS. 10/- EACH AND THE ISSUE PRICE IS THREE TIMES OF THE FACE VALUE.

This Issue is being made in terms of chapter IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (The "SEBI (ICDR) Regulations"), As amended. in terms of Rule 19(2)(B)(I) of the Securities Contracts (Regulation) Rules, 1957, As amended, this is an Issue for at least 25% Of the Post-IssuePaid-Up Equity Share Capital of our Company. This Issue is a Fixed Price Issue and Allocation in the Net Issue to the Public will be made Terms of Regulation 253 of the SEBI (ICDR) Regulations, 2018 as amended. For Further Details, refer "Issue Procedure" on page 179 of this Prospectus.

RISK IN RELATION TO THE FIRST ISSUE

This being the first public Issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 each and the Issue Price is three times of the face value of the Equity Shares. The Issue Price (determined and justified by our Company in consultation with the Lead Manager as stated in "Basis for Issue Price" on page 69 should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the section titled "Risk Factors" beginning on page 23 of this Prospectus.

ISSUER'S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares of our Company offered through this Prospectus are proposed to be listed on the SME Platform of BSE Limited in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an approval letter dated May 25, 2023 from BSE Limited for using its name in the Prospectus for listing of our shares on the SME Platform of BSE Limited. For the purpose of this Issue, BSE Limited shall be the Designated Stock Exchange.

LEAD MANAGER

REGISTRAR TO THE ISSUE

Expert Global Consultants Private Limited	PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED
1511, RG Trade Tower Netaji Subhash Place, Pitampura, New Delhi - 110 034, India	9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E)
Telephone: [phone]	Mumbai - 400011, Maharashtra, India
Email:[e-mail]	Tel: [phone] / 8261,
Website:www.expertglobal.in	Email/ Investor Grievance E-mail ID: [e-mail]
Investor grievance email: [e-mail]	Website: www.purvashare.com
Contact Person: Mr. Gaurav Jain	Contact Person: Mr. Rajesh Shah/ Ms. Purva Shah/ Ms. Deepali Dhuri
SEBI registration number: INM000012874	SEBI Registration No: INR000001112
CIN: U74110DL2010PTC205995	CIN: U67120MH1993PTC074079
	ISSUE PROGRAMME

ISSUE OPENS ON: WEDNESDAY, JUNE 7, 2023

ISSUE CLOSES ON: FRIDAY, JUNE 9, 2023

(This page is intentionally left blank)

TABLE OF CONTENTS
SECTION I - GENERAL	5
DEFINITIONS AND ABBREVIATIONS	5
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA	15
FORWARD LOOKING STATEMENTS	17
SECTION II - SUMMARY OF THE OFFER DOCUMENT	19
SECTION III - RISK FACTORS	23
SECTION IV - INTRODUCTION	41
THE ISSUE	41
SUMMARY OF FINANCIAL STATEMENTS	42
SECTION V - GENERAL INFORMATION	45
SECTION VI - CAPITAL STRUCTURE	53
SECTION VII - PARTICULARS OF THE ISSUE	64
OBJECTS OF THE ISSUE	64
BASIS OF THE ISSUE PRICE	69
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS	71
SECTION VIII - ABOUT OUR COMPANY	73
INDUSTRY OVERVIEW	73
OUR BUSINESS	83
KEY INDUSTRY REGULATIONS AND POLICIES	98
HISTORY AND CERTAIN OTHER CORPORATE MATTERS	105
OUR MANAGEMENT	108
OUR PROMOTERS AND PROMOTER GROUP	121
OUR GROUP COMPANIES	125
DIVIDEND POLICY	126
SECTION IX - FINANCIAL INFORMATION	127
RESTATED FINANCIAL STATEMENTS	127
OTHER FINANCIAL INFORMATION	147
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS	148
FINANCIAL INDEBTNESS	154
SECTION X - LEGAL AND OTHER INFORMATION	155
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS	155
GOVERNMENT AND OTHER APPROVALS	159
OTHER REGULATORY AND STATUTORY DISCLOSURES	161
SECTION XI - ISSUE RELATED INFORMATION	170
TERMS OF THE ISSUE	170
ISSUE STRUCTURE	176
ISSUE PROCEDURE	179
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	204
SECTION XII - DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION	207
SECTION XIII - OTHER INFORMATION	220
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	220
DECLARATION	222

4

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or implies or unless otherwise specified, the following terms and abbreviations have the following meanings in this Prospectus, and references to any statute or rules or guidelines or regulations or circulars or notifications or policies will include any amendments, clarifications, modifications, replacements or re-enactments notified thereto, from time to time.

The words and expressions used but not defined in this Prospectus will (to the extent applicable) have the same meaning as assigned to such terms under the Companies Act 2013, the Securities and Exchange Board of India Act, 1992 (the 'SEBI Act'), the Securi ties Contracts (Regulation) Act, 1956 (the 'SCRA'), the Depositories Act, 1996 (the 'Depositories Act') and the rules and regulations made thereunder.

Notwithstanding the foregoing, terms used in the section titled 'Description of Equity Shares and Terms of Articles of Association', 'Statement of Possible Special Tax Benefits', 'Industry Overview', 'Key Industry Regulations and Policies', 'Restated Financial Statements', 'Outstanding Litigation and Material Developments', 'Basis of the Issue Price' and 'Government and Other Approvals', beginning on pages 207, 71, 73, 83, 127, 155, 69 and 159 respectively, in this Prospectus, will have the meaning ascribed to such terms in these respective section.

GENERAL TERMS

			Term						Description
	'SCP',	'the	Company',	'our		Sonalis Consumer Products Limited, a company incorporated in India under the provisions
		of the Companies Act, 2013, having its registered office situated at Unit No. 16, Ground
	Company',	'Sonalis	Consumer
		Level, Loft & Basement Sethia Industrial Estate, Tungareshwar Phata, Vasai East, Palghar,
	Products Limited'
						Thane, Maharashtra- 410208, India;
									The promoters of our Company, namely being, Ms. Sonali Nilesh Kocharekar and Ms.
	Promoter (s)							Smita Shashikant Shah. For further details, please refer to section titled 'Our Promoters
									and Promoter Group' beginning on page 121 of this Prospectus;
									Ms. Sonali Nilesh Kocharekar and Ms. Smita Shashikant Shah are the promoters and also
									hold directorship in the capacity of being Managing Director and Whole Time Executive
	Promoter Directors						& Woman Director, respectively of our Company. For further details, please refer to
									section titled 'Our Management' and 'Our Promoters and Promoter Group' beginning on
									page 108 and page 121 of this Prospectus;
	'we', 'us', 'our'						Unless the context otherwise indicates or implies, refers to our Company;
	'you', 'your', 'yours'						Prospective investors in this Issue;
COMPANY RELATED TERMS
		Term						Description
	'AoA',	'Articles	of			The articles of association of our Company, as amended;
	Association', 'Articles'
							The Committee of the Board of Directors constituted on September 10, 2022, as the Company's
	'Audit Committee'				Audit Committee in accordance with Section 177 of the Companies Act, 2013, as described
							under section titled 'Our Management' beginning on page 108 of this Prospectus;
	'Auditors',	'Statutory			The statutory auditors of our Company, being SSRV & Associates, Chartered Accountants,
	Auditors'					bearing Firm Registration No. '135901W';
	'Bankers to our Company'			IDFC First Bank is the bankers to our Company, as described under section titled 'General
			Information' beginning on page 45 of this Prospectus;
	'Board',		'Board	of			The Board of Directors of our Company, including all duly constituted committees thereof. For
				further details of our Directors, please refer to the section titled 'Our Management' beginning
	Directors'
					on page 108 of this Prospectus;
	'CFO',	'Chief Financial			The Chief Financial Officer of our Company being Mr. Shivang Shashikant Shah;
	Officer'
	'Chairman', 'Chairperson'			The Chairman/ Chairperson of the Board of Directors of our Company being Ms. Sonali Nilesh
			Kocharekar;
	'CIN'						Corporate Identification Number of our Company i.e. U15490MH2022PLC378461;
	'Compliance Officer'				The Compliance Officer of our Company being Mr. Shivang Shashikant Shah;
	'Directors', 'our Directors'			The director(s) on our Board of Directors, as described in the section titled 'Our Management'
			beginning on page 108 of this Prospectus;
								5