Prospectus Dated: July 23, 2015 Please read Section 26 of the Companies Act, 2013 100% Fixed Price Issue MANGALAM SEEDS LIMITED Our Company was originally formed as a partnership firm under the Indian Partnership Act, 1932 in the name of “Mangalam Seeds Corporation”, pursuant to a deed of partnership dated April 01, 2007. The name of the partnership firm was changed to “Mangalam Seeds” pursuant to supplementary agreement modifying the partnership deed dated July 06, 2011. “Mangalam Seeds” was thereafter converted to a public limited company under Part IX of the Companies Act, 1956 under the name of “Mangalam Seeds Limited” and received a fresh certificate of incorporation from the Registrar of Companies, Gujarat, Dadra and Nagar Havelli on September 14, 2011 bearing registration no. 067128 and Corporate Identification Number U01112GJ2011PLC067128. The certificate of commencement of business was granted by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli on September 26, 2011. The partners of M/s Mangalam Seeds were initial subscribers to Memorandum of Association of our Company. For details of incorporation, change of name and Registered Office of our Company, please refer to chapter titled “General Information” and “Our History and Certain Other Corporate Matters” beginning on page 63 and 184 respectively of this Prospectus. Registered Office: 202, Sampada Complex, B/H Tulsi Complex, Mithakhali Six Roads, Navrangpura, Ahmedabad – 380009, Gujarat, India Tel. No.: +91-79 26447302; Fax No.: +91-79 26447598 Contact Person: Rujavi Chalishajar, Company Secretary and Compliance Officer Email: [email protected]; Website: www.mangalamseeds.com PROMOTERS OF OUR COMPANY: PRAVINKUMAR PATEL, MAFATLAL PATEL AND DHANAJIBHAI PATEL THE ISSUE PUBLIC ISSUE OF 11,40,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH (“EQUITY SHARES”) OF MANGALAM SEEDS LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. 50.00 PER EQUITY SHARE, INCLUDING A SHARE PREMIUM OF RS. 40.00 PER EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING RS. 570.00 LAKHS (“THE ISSUE”), OF WHICH 60,000 EQUITY SHARES OF FACE VALUE OF RS. 10.00 EACH FOR CASH AT A PRICE OF RS. 50.00 PER EQUITY SHARE, AGGREGATING RS. 30.00 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 10,80,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH FOR CASH AT A PRICE OF RS. 50.00 PER EQUITY SHARE, AGGREGATING RS. 540.00 LAKHS IS HEREINAFTER REFERED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.50% AND 25.10% RESPECTIVELY OF THE FULLY DILUTED POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH AND THE ISSUE PRICE OF RS.50.00 IS 5 TIMES OF THE FACE VALUE OF THE EQUITY SHARES All potential investors may participate in the Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to the chapter titled “Issue Procedure” beginning on page 331 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. Qualified Institutional Buyers and Non-Institutional Investors shall compulsorily participate in the Issue through ASBA process. A copy has been delivered for registration to the Registrar of Companies as required under section 26 of the Companies Act, 2013. THE ISSUE IS BEING MADE IN ACCORDANCE WITH CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED FROM TIME TO TIME (“SEBI (ICDR) REGULATIONS”). For further details please refer the section titled “Issue structure” beginning on page 328 of this Prospectus. RISKS IN RELATION TO FIRST ISSUE This being the first public issue of the Issuer, there has been no formal market for our Equity Shares. The face value of the Equity Shares of our Company is Rs.10 and the Issue Price of Rs. 50.00 per Equity Share is 5 times of the face value. The Issue Price (as determined by our Company in consultation with the Lead Manager as stated in the chapter titled “Basis for Issue Price” beginning on page 110 of this Prospectus) should not be taken to be indicative of the market price of the Equity Shares after such 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 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 the Company and this Issue, including the risks involved. The Equity Shares offered 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 the section titled “Risk Factors” beginning on page 16 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 the Issuer and this 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 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 (‘BSE’). In terms of the Chapter XB of the SEBI (ICDR) Regulations, as amended from time to time, we are not required to obtain an in-principal listing approval for the shares being offered in this Issue. However, our Company has received an approval letter dated June 26, 2015 from BSE for using its name in this offer document for listing of our shares on the SME Platform of BSE. For the purpose of this Issue, SME Platform of BSE shall be the Designated Stock Exchange. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED KARVY COMPUTERSHARE PVT. LTD. 108, Madhava Premises Co-operative Housing Society Limited Karvy Selenium Tower B, Plot 31-32, Bandra Kurla Complex Gachibowli, Financial District, Bandra (East), Mumbai - 400051 Nanakramguda, Hyderabad – 500 032, India Tel: +91-22 2659 8687 Toll free No.: 1800 3454 001 Fax: +91-22 2659 8690 Tel: 040 6716 2222 Website: www.pantomathgroup.com Fax: 040 23431551 Email: [email protected] Email: [email protected] Investor Grievance Id: [email protected] Website: www.karisma.karvy.com Contact Person: Mr. Mahavir Lunawat Contact Person: Mr.M Murali Krishna SEBI Registration No:INM000012110 SEBI Registration Number: INR000000221 ISSUE PROGRAMME ISSUE OPENS ON: WEDNESDAY, JULY 29, 2015 ISSUE CLOSES ON: FRIDAY, JULY 31, 2015 Table of Contents SECTION I – GENERAL .................................................................................................................................... 3 DEFINITION AND ABBREVIATION .............................................................................................................. 3 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ............................................................. 12 FORWARD LOOKING STATEMENT ........................................................................................................... 14 SECTION II – RISK FACTORS ......................................................................................................................... 16 SECTION III – INTRODUCTION ..................................................................................................................... 41 SUMMARY OF INDUSTRY ........................................................................................................................ 41 SUMMARY OF BUSINESS ......................................................................................................................... 51 SUMMARY OF FINANCIAL STATEMENTS ................................................................................................. 55 THE ISSUE ................................................................................................................................................ 62 GENERAL INFORMATION ........................................................................................................................ 63 CAPITAL STRUCTURE ............................................................................................................................... 72 OBJECTS OF THE ISSUE .......................................................................................................................... 104 BASIS FOR ISSUE