PROSPECTUS Dated: September 27, 2018 Read with Section 32 of the Companies Act,2013 100% Book Built Issue MANORAMA INDUSTRIES LIMITED Our Company was originally incorporated as Manorama Industries Private Limited at Raipur, Chhattisgarh, as a Private Limited Company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated August 9, 2005 bearing Corporate Identification Number U15142CT2005PTC17858 issued by Registrar of Companies, Madhya Pradesh & Chhattisgarh. Subsequently our Company was converted in to Public Limited Company pursuant to shareholders resolution passed at Extraordinary General Meeting of our Company held on February 06, 2018 and the name of our Company was changed to Manorama Industries Limited and a Fresh Certificate of Incorporation consequent upon conversion of company to Public Limited dated March 23, 2018 was issued by Registrar of Companies, Maharashtra. The Corporate Identification number of our Company is U15142MH2005PLC243687. For further details of change of name and registered office of our Company, please refer to chapters titled General Information and Our History and Certain Other Corporate Matters beginning on page 73 and 192 respectively of this Prospectus. Registered Office: Office No 403, 4th Floor, Midas, Sahar Plaza, Andheri Kurla Road, Andheri East, Mumbai- 400059 # Corporate Office: F-6, Anupam Nagar, Behind Ganesh Mandir, Raipur, Chhattisgarh- 492001 Corporate Identification Number: U15142MH2005PLC243687 Tel. No.:022-67088148; Fax No. NA Contact Person: Divya Jajoo, Company Secretary and Compliance Officer Email: investors@manoramagroup.co.in; Website: www.manoramagroup.co.in PROMOTER OF OUR COMPANY: VINITA SARAF THE ISSUE INITIAL PUBLIC ISSUE OF 34,04,400 * EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FULLY PAID FOR CASH AT A PRICE OF RS. 188/- PER EQUITY SHARE (THE ISSUE PRICE ) (INCLUDING A SHARE PREMIUM OF RS. 178/- PER EQUITY SHARE) AGGREGATING TO RS. 6,400.27 LAKHS (THE ISSUE ), OF WHICH 1,71,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. 188/- PER EQUITY SHARE, AGGREGATING RS. 321.48 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. NET ISSUE OF 32,33,400 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. 188/- PER EQUITY SHARE, AGGREGATING TO RS. 6,078.79 LAKHS IS HEREINAFTER REFERED TO AS THE NET ISSUE. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 30.59% AND 29.06% 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. THE PRICE BAND AND THE MINIMUM BID LOT HAS BEEN DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER ( BRLM ) AND HAS BEEN ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER BUSINESS STANDARD, ALL EDITIONS OF THE HINDI NATIONAL NEWSPAPER BUSINESS STANDARD AND MARATHI EDITION OF REGIONAL NEWSPAPER MUMBAI LAKHSHWADEEP, EACH WITH WIDE CIRCULATION, AT LEAST 5 (FIVE) WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE WITH THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND HAS BEEN MADE AVAILABLE TO THE SME PLATFORM OF BSE LTD. ( BSE SME, REFERRED TO AS THE STOCK EXCHANGE ) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITE In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential investors shall participate in the Issue only 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 285 of this Prospectus. A copy of Prospectus has been delivered for registration to the Registrar as required under Section 32 and 26 of the Companies Act, 2013 In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the SCRR ) the Issue is being made for at least 25% of the post-issue paid-up Equity Share capital of our Company. The Issue is being made through the Book Building Process, in accordance with chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended the ( SEBI ICDR Regulations ) wherein 16.46% of the Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers ( QIBs )(the QIB Category ), 5.00% of the QIB Category shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available for allocation on a proportionate basis to QIBs including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. Further, 41.77% of the Issue was available for allocation on a proportionate basis to Non-Institutional Investors and 41.77% of the Issue was available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All investors shall participate in this Issue mandatorily through the Applications Supported by Blocked Amount ( ASBA ) process by providing details of their respective bank accounts which will be blocked by SCSBs. For further details please refer the section titled Issue Information beginning on page 274 of this Prospectus. 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) READ WITH RULE 19(2)(b)(i) OF SECURITIES CONTRACT (REGULATION) ACT, 1957 ( SCRR ).FOR FURTHER DETAILS PLEASE REFER THE SECTION TITLED ISSUE INFORMATION BEGINNING ON PAGE 274 OF THIS PROSPECTUS RISKS IN RELATION TO 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 Rs. 10 each. The Floor Price was 18.1 times the face value and the Cap Price was 18.8 times the face value. The Issue Price (determined and justified by our Company in consultation with the BRLM as stated in Basis for Issue Price on page 117 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 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 adequacy of the Prospectus. Specific attention of the investors is invited to the section Risk Factors beginning on page 21 of this Prospectus. COMPANY 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 of our Company issued through this Prospectus are proposed to be listed on the SME Platform of BSE Limited. ( BSE SME ) in terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009 as amended from time to time. Our Company has received an In-principle approval letter dated July 2, 2018 from BSE SME for using its name in the Issue document for listing of our shares on BSE SME. For the purpose of this Issue, SME Platform of the BSE Ltd. shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE ISSUE PROGRAMME