CPS Shapers : C P S SHAPERS LIMITED (Draft Offer Document filed with SEBI)

Prospectus Dated: August 23, 2023 Please read Section 26 of The Companies Act, 2013 100% Fixed Price Issue

C P S SHAPERS LIMITED

CIN: U18109MH2012PLC231749

Registered Office

Corporate Office

Contact Person

Email and Telephone

Website

201-204, 2nd Floor, Swamini

Plot

No

31,

New

Mr. Nikunj Haresh

Industrial Estate No 3, Opp.

Mayur Vihar,

Near

Gatecha,

Company

Email:[e-mail]

www.cpsshapersltd.com

Varun

Industries,

Nanal

Raj

Vansh

Vihar,

Secretary

and

Nagar,

Waliv,

Vasai

East,

Garh Road, Meerut-

Compliance Officer

Telephone: [phone]

Palghar

-

401

208,

250

002,

Uttar

Maharashtra, India

Pradesh, India

THE PROMOTERS OF OUR COMPANY ARE MR. ABHISHEK KAMAL KUMAR & MR. RAJENDRA KUMAR

DETAILS OF ISSUE TO PUBLIC, PROMOTERS/SELLING SHAREHOLDERS

TYPE

FRESH ISSUE SIZE

OFS

TOTAL

ISSUE

ELIGIBILITY 229(1) / 229(2) & SHARE RESERVATION

SIZE

SIZE

AMONG NII & RII

Fresh Issue

6,00,000

Equity

Shares

N.A.

6,00,000

Equity

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

aggregating to ₹ 1,110.00

Shares aggregating

Regulations. As the Company's post issue face value capital does not

Lakhs.

to ₹ 1,110.00 Lakhs

exceed ₹ 10.00 Crores.

DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION - NOTAPPLICABLE AS THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES

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 18.5 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 88 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 RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the 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 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 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 adequacy of the contents of this Prospectus. Specific attention of the investors is invited to "Risk Factors" 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 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 Issued through the Prospectus are proposed to be listed on Emerge Platform of NSE ("NSE EMERGE"). Our Company has received "In-Principle" approval from the NSE Emerge for using its name in the offer document for the listing of the Equity Shares, pursuant to letter dated August 23, 2023. For the purpose of the Issue, the Designated Stock Exchange shall be NSE.

LEAD MANAGER TO THE ISSUE

Name and Logo	Contact Person	Email & Telephone
			E-mail:[e-mail]
	Mr. Parth Shah	Telephone: 022 - 2808 8456
SHRENI SHARES LIMITED
	REGISTRAR TO THE ISSUE
Name and Logo	Contact Person	Email & Telephone
			E-mail:[e-mail]
	Mr. Asif Sayyed	Telephone: 022 - 6263 8200
BIGSHARE SERVICES PVT LTD
	ISSUE PROGRAMME
ISSUE OPENS ON: AUGUST 29, 2023		ISSUE CLOSES ON: AUGUST 31, 2023

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Prospectus Dated: August 23, 2023 Please read Section 26 of The Companies Act, 2013 100% Fixed Price Issue

C P S SHAPERS LIMITED

Our Company was originally incorporated under the name "C P S Shapers Private Limited" under the provisions of the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, Mumbai, Maharashtra on June 01, 2012. Subsequently, the status of the Company was changed to public limited and the name of our Company was changed to "C P S Shapers Limited" vide Special Resolution passed by the Shareholders at the Extra Ordinary General Meeting of our Company held on May 23, 2023. The fresh certificate of incorporation consequent to conversion was issued on June 20, 2023 by the Registrar of Companies, Mumbai, Maharashtra. The Corporate Identification Number of our Company is U18109MH2012PLC231749.For further details on incorporation and registered office of our Company, see "History and Certain Corporate Matters" beginning on page 156 of this Prospectus.

Registered Office: 201 - 204, 2nd Floor, Swamini Industrial Estate No 3, Opp Varun Industries, Nanal Nagar, Waliv, Vasai East,

Palghar - 401 208, Maharashtra, India;

Corporate Office: Plot No. 31, New Mayur Vihar Near Raj Vansh Vihar, Garh Road, Meerut - 250002, Uttar Pradesh, India;

Tel: [phone]; E-mail:[e-mail];Website:www.cpsshapersltd.com;Contact Person: Mr. Nikunj Haresh Gatecha, Company Secretary and Compliance Officer;

OUR PROMOTERS: MR. ABHISHEK KAMAL KUMAR & MR. RAJENDRA KUMAR

INITIAL PUBLIC OFFERING OF 6,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH ("EQUITY SHARES") OF C P S SHAPERS LIMITED ("CPS" OR "OUR COMPANY" OR "THE ISSUER") FOR CASH AT A PRICE OF ₹ 185/- PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 175/- PER EQUITY SHARE) ("ISSUE PRICE") AGGREGATING TO ₹ 1,110.00 LAKHS ("THE ISSUE") OF WHICH 31,200 EQUITY SHARES AGGREGATING TO ₹ 57.72

LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER ("MARKET MAKER RESERVATION PORTION"). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. NET ISSUE OF 5,68,800 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH AT AN ISSUE PRICE OF ₹ 185/- PER EQUITY SHARE AGGREGATING TO ₹ 1,052.28 LAKHS ("NET ISSUE"). THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 28.57% AND 27.09% OF THE POST ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO CHAPTER TITLED "TERMS OF THE ISSUE" BEGINNING ON PAGE 230 OF THIS PROSPECTUS.

THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10/- EACH AND THE ISSUE PRICE IS 18.5 TIMES OF THE FACE VALUE

In terms of Rule 19(2)(b)(i) of the SCRR this Issue is being made for at least 25% of the post-Issuepaid-up Equity Share capital of our Company. This Issue is being made through Fixed Price process in accordance and compliance with Chapter IX and other applicable provisions of SEBI ICDR Regulations wherein a minimum 50% of the Net Issue is allocated for Retail Individual Investors and the balance shall be offered to individual applicants other than Retail Individual Investors and other investors including corporate bodies or institutions, QIBs and Non-Institutional Investors. However, if the aggregate demand from the Retail Individual Investors is less than 50%, then the balance Equity Shares in that portion will be added to the non-retail portion offered to the remaining investors including QIBs and NIIs and vice versa subject to valid applications being received from them at or above the Issue Price. Additionally, if the Retail Individual Investors category is entitled to more than 50% on proportionate basis, the Retail Individual Investors shall be allocated that higher percentage. All potential investors shall participate in the Issue only through an Application Supported by Blocked Amount ("ASBA") process including through UPI mode (as applicable) by providing details of the respective bank accounts and

• or UPI IDs, in case of UPI Applicants, if applicable, which will be blocked by the Self Certified Syndicate Banks ("SCSBs") for the same. For details in this regard, specific attention is invited to "Issue Procedure" beginning on page 232 of this Prospectus. A copy will be filed with the Registrar of Companies as required under Section 26 of the Companies Act, 2013.

RISK IN RELATION TO THE FIRST ISSUE

This being the first public Issue of our Company, there has been no formal market for the securities of our Company. The face value of the Equity Shares of our Company is ₹ 10/- each and the Issue Price is 18.5 times of face value per Equity Share. The Issue Price (determined and justified by our Company in consultation with the Lead Manager, as stated under chapter titled "Basis for Issue Price" beginning on page 88 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 and/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 the 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 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 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 adequacy of the contents of this Prospectus. Specific attention of the investors is invited to "Risk Factors" 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 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 Issued through the Prospectus are proposed to be listed on Emerge Platform of the NSE ("NSE EMERGE"). Our Company has received "In- Principle" approval from the NSE Emerge for using its name in the offer document for the listing of the Equity Shares, pursuant to letter dated August 23, 2023. For the purpose of the Issue, the Designated Stock Exchange shall be NSE.

LEAD MANAGER TO THE ISSUE

REGISTRAR TO THE ISSUE

SHRENI SHARES LIMITED	BIGSHARE SERVICES PRIVATE LIMITED
(Formerly Known as Shreni Shares Private Limited)	Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali
Office No. 102, 1st Floor, Sea Lord CHS, Plot No. 1/B, 1/A, Survey No. A-12,	Caves Road, Andheri East, Mumbai - 400 093, Maharashtra, India
Ram Nagar, Borivali (West), Mumbai- 400 092, Maharashtra, India	Tel: 022 - 6263 8200
Telephone: [phone]	E-mail:[e-mail]
E-mail:[e-mail]	Investor grievance e-mail:[e-mail]
Investors Grievance e-mail:[e-mail]	Website:www.bigshareonline.com
Contact Person: Mr. Parth Shah	Contact Person: Mr. Asif Sayyed
Website:www.shreni.in	SEBI Registration No.: INR000001385
SEBI Registration Number: INM000012759
ISSUE PROGRAMME
ISSUE OPENS ON: AUGUST 29, 2023	ISSUE CLOSES ON: AUGUST 31, 2023

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Table of Contents
SECTION I - GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
PRESENTATION OF FINANCIAL INDUSTRY AND MARKET DATA	13
FORWARD LOOKING STATEMENTS	15
SECTION II - SUMMARY OF OFFER DOCUMENT	17
SECTION III - RISK FACTORS	23
SECTION IV - INTRODUCTION	54
THE ISSUE	54
SUMMARY OF FINANCIAL INFORMATION	55
GENERAL INFORMATION	58
CAPITAL STRUCTURE	67
SECTION V - PARTICULARS OF THE ISSUE	77
OBJECTS OF THE ISSUE	77
BASIS FOR ISSUE PRICE	91
STATEMENT OF POSSIBLE TAX BENEFITS	97
SECTION VI - ABOUT THE COMPANY	101
INDUSTRY OVERVIEW	101
OUR BUSINESS	116
KEY INDUSTRY REGULATIONS AND POLICIES	150
HISTORY AND CERTAIN CORPORATE MATTERS	159
OUR MANAGEMENT	162
OUR PROMOTER AND PROMOTER GROUP	177
OUR GROUP COMPANY	181
DIVIDEND POLICY	183
SECTION VII - FINANCIAL INFORMATION	184
RESTATED FINANCIAL STATEMENTS	184
OTHER FINANCIAL INFORMATION	185
CAPITALISATION STATEMENT	186
FINANCIAL INDEBTEDNESS	187
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	192
SECTION VIII - LEGAL AND OTHER INFORMATION	206
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS	206
GOVERNMENT AND OTHER STATUTORY APPROVALS	211
OTHER REGULATORY AND STATUTORY DISCLOSURES	220
SECTION IX - ISSUE INFORMATION	230
TERMS OF THE ISSUE	230
ISSUE STRUCTURE	237
ISSUE PROCEDURE	239
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	261
SECTION X - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION	262
SECTION XI - OTHER INFORMATION	294
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	294
DECLARATION	296