List of Instruments in Demeter

Contents
Katalyst Software Services Private Limited ............................................................................................. 2
Pudhuaaru Financial Services Private Limited ........................................................................................ 4
Campus Student Communities Private Limited ...................................................................................... 7
Fino Finance Private Limited ................................................................................................................ 10
Satin Creditcare Network Limited ........................................................................................................ 13
Bindu Recepies Private Limited ............................................................................................................ 17
Neogen Chemicals Limited................................................................................................................... 20
Kotak Low Duration Fund Direct Growth.............................................................................................. 23
Katalyst Software Services Private Limited

Katalyst Software Services Private Limited (KSSPL), was set up in Pune in the year 2015. The Company is
promoted by technocrat Mr. Rahul Dilip Shah, who is also the promoter of Katalyst Technologies Inc, an
Information Technology Company based out of Chicago, USA.

KSSPL would be engaged in the business of end-to-end content management, e-publishing, data
conversion and related services for scientific, technical and medical journals and books for universities,
societies & publishers post its acquisition of the business of Nova Techset Private Limited from the
proceeds of this issue. Additionally, it would also be engaged in software development and provision of
information technology enabled services in the near future.

Nova Techset Private Limited is a three decade old company with operations in Bangalore and Chennai.
It employs over 650 people catering to the leading universities, societies and publishers, mainly in the
UK. The clientele include Cambridge University Press, Princeton University, Taylor & Francis, McGraw-
Hill, Royal Society of Chemistry etc.

Term sheet:

Issuer Katalyst Software Services Private Limited

Type of Instrument Secured, Redeemable, Taxable Non-Convertible Debentures (“NCDs” or

“Debentures”)

Face Value per NCD Rs. 1/- (Rupee 1 only)

Interest Rate 13.50% p.a.

Interest Payment Quarterly

Frequency

Tenor 62 months from the deemed date of allotment

Principal Repayment Equal Annual installments to be paid commencing from September 2018.

Security 1. Pledge of the shares such that total security cover of minimum 2.0X times
is maintained on the NCD issue and the shares pledged should constitute
minimum 26% of the total outstanding shares of the company.
2. Pledge of 100% of the shares of Nova Techset Private Limited subsequent
to the acquisition of Nova Techset Private Limited by Katalyst Software
Services Private Limited.
3. Escrow of the revenue of Nova Techset Private Limited and Katalyst
Software Services Private Limited.
4. Hypothecation of the entire existing and future receivables of Nova
Techset Private Limited and Katalyst Software Services Private Limited.
5. Debt Service Reserve Account (DSRA) equivalent to interest due for two
quarters to be created in the form of Fixed Deposit of an equivalent
amount and kept as lien with the Trustee till the merger of Nova Techset
Private Limited and Katalyst Software Services Private Limited. Post
merger, interest due for one quarter to be created in the form of Fixed
Deposit of an equivalent amount and kept as lien with the Trustee.
 6. Debt Service Reserve Account (DSRA) equivalent to the principal due for
one year to be created proportionately in the three quarters preceding the
quarter in which the principal is due in the form of Fixed Deposit of an
equivalent amount and kept as lien with the Trustee.
7. Undated Dated Cheques for all the outstanding principal and interest
repayment
In case part prepayment of Principal by the Issuer, release of Security shall be
at the absolute discretion of Trustees in consultation with the DH

End use of Funds Issue proceeds will be utilized for the following purpose:
 For acquiring Nova Techset Private Limited
 For general corporate purpose
No part of the proceeds would be utilized directly/indirectly towards equity
capital markets or property acquisition.

Credit Rating Unrated

Average XIRR of all series is 14.22%

Shareholding pattern of the Company: (as on 31st December 2017)

Sr. Name of Shareholder Number of Shareholding (%)

No. Shares

1. Rahul Shah 20240 28.88%

2. Vibha Sanghavi 16620 23.71%

3. Raksha Valia 16620 23.71%

4. Vijay Parekh 8310 11.85%

5. Paresh Parekh 8310 11.85%

Total 70,100 100.00%

Pudhuaaru Financial Services Private Limited

Pudhuaaru Financial Services Private Limited (PFSPL), a Non-banking Finance Company (NBFC), is a
100% subsidiary of IFMR Rural Channels, part of the IFMR Group. It commenced its operations in 2011
into extending loans to individuals and households, which is driven by its corporate mission to
maximize the financial wellbeing of every individual and enterprise by providing complete access to
financial services in remote rural India. It is present across 18 districts in 3 states with 229 branches as
on 30th September 2017. The areas of operations are Tamil Nadu, Uttarakhand and Odisha.

The Company has a healthy backing from the IFMR group for equity infusion. The Company has a
strong Board comprising of Ex-CMD of Bank of Baroda, and other members with decades of experience
in BFSI sector.

PFSPL operates through a Kshetriya Gramin Financial Services (KGFS) model. A KGFS is a local financial
institution offering financial products & services in a specific geographic area catering to all the
financial needs of the local population. PFSPL offers a comprehensive bouquet of financial products to
Bottom-of-Pyramid Population – JLG Loans, Jewel loan, Micro enterprise loan, personal loan and
Livestock loan. The present loan outstanding portfolio of PFSPL is Rs. 428.11 crores as on 30th
September, 2017.

Term sheet:

Issuer Pudhuaaru Financial Services Private Limited

Type of Instrument Rated, Listed, Subordinated, Unsecured, Redeemable, Taxable, Non-
Convertible Debentures (“NCDs” or “Debentures”)
Face Value per Rs 1/- (Rupee One Only)
NCD
Interest Rate 15.80% per annum
Interest Payment Quarterly
Frequency
Tenor 72 months from the Deemed Date of Allotment
Principal Bullet
Repayment
End Use of Funds The proceeds of the Issuance will be utilized for the following purposes:
 General corporate purposes
 for the ordinary course of business of the Issuer including
repayment/re-financing of existing debt

No part of the proceeds shall be utilized directly/indirectly towards capital

markets (debt and equity), land acquisition or usages that are restricted for
bank financing.
Credit Rating CARE BBB-
Average XIRR of all series is 16.75%
Share holding pattern of the Company (as on 30th September 2017)

Name of Shareholder Number of Shares Shareholding (%)

IFMR Rural Channels and 7,279,789 100
Services Private Limited
Representative of IFMR Rural 1 0
Channels and Services Private
Limited
Total 7,279,790 100

Share holding pattern – IFMR Rural Channels & Services Private limited (as on 31.03.2016)

Name of Shareholder Number of Shares Shareholding (%)

IFMR Holdings Private Limited 35,874,613 81.82
and its nominee
Tata Capital Special Situations 7,972,650 18.18
Fund - Trust
Total 43,847,263 100.00
Summary of Financial Statements

Particulars 31.03.2014 31.03.2015 31.03.2016 31.03.2017

Audited
Statement of Profit and Loss Rs. (in crores)
Gross Income 23.74 41.22 43.95 68.74
Operating Expenses 7.96 15.27 29.68 27.48
Interest 12.3 24.47 27.2 37.76
PAT 3.41 4.26 1.5 2.25

Balance Sheet
Net worth 34.25 43.21 47.72 74.95
Term Borrowing 124.42 182.92 206.81 353.52
Other Liabilities 7.54 4.49 6.10 8.42
Total equity & liabilities 166.21 230.62 260.63 436.89
Micro Finance Receivables 134.98 182.74 194.56 309.61
Cash and Fixed Deposits 7.51 23.45 43.79 96.55
Other Assets 23.72 24.43 22.28 30.73
Total Assets 166.21 230.62 260.63 436.89

Ratios
Debt Equity Ratio 3.63 4.23 4.33 4.72
Net Profit Margin after tax (%) 14.37 10.35 3.41 3.27
Return on Capital Employed (%) 13.53 14.93 12.25 12.08
Return on Equity (%) (Avg. Equity) 10.48 11.01 3.30 3.67
Net income to Assets Ratio (%) 2.81 2.15 0.61 0.65
(Return on Avg. Assets)
Campus Student Communities Private Limited

Campus Student Communities Private Limited (CSC), previously known as Jain College Hostels, was set
up in 2001 as a proprietorship firm. It converted to a private limited company in 2016. CSC has around
1,875 students in 22 hostels mainly in Bengaluru, Karnataka as on 30th September 2017.

The company provides hostel services to students of Jain College. It plans to provide hostel facilities to
students of NM College and Christ University as well.

CSC’s hostel is a one-stop-shop for student needs. It provides a complete package of student housing,
including:
1. Food mess (four meals daily), medical care, transportation, wifi, laundry service and other
necessary amenities.

2. On-demand housekeeping and maintenance facilities.

3. Bus transportation to students.

The company leverages technology to streamline admin-related functions. It has developed CRM
software to monitor students, logging of complaints and their resolutions and demand for laundry
service, etc. The CRM suite consists of IVRS, mobile app, website, missed call service, and CSC Social (a
social networking platform for CSC students).

Term sheet:

Issuer Campus Student Communities Private Limited (CSCPL) (Formerly known as Jain
Hostel)
Type of Instrument Rated, Secured, Redeemable, Taxable Non-Convertible Debentures (“NCDs” or
“Debentures”)
Face Value per Re 20,000 /- (Rupees twenty thousand Only)
NCD
Interest Rate Coupon rate of 15. 60 % per annum
Interest Payment Quarterly
Frequency
Tenor 84 months from deemed date of allotment for each series of Debentures
Principal Balloon mode
repayment
Half Yearly installments to commence after moratorium of 18 months

End Use of Funds Issue proceeds will be utilized for the following purpose:
 Capex for furnishing of new hostels and payment of Security Deposit for
leasing of hostels for the following colleges:.
1. Christ College
2. Narsee Monjee College
3. Jain Group
No part of the proceeds would be utilized directly/indirectly towards equity capital
markets or property acquisition.
 Prepayment Lock in of 12 months after which promoters have call option or early redemption by
Option the company.
In case early redemption by company 2% pre-payment penalty is applicable.
Call Option Call option by the promoters or early redemption by the company at the end of
twelve months from deemed date of allotment such that the Investor XIRR does not
go below the agreed IRR.
Prepayment penalty clause shall not be applicable on exercise of call option./ early
redemption.
Security 1. Pledge of the shares such that cover of minimum 2.0X times is maintained on the
NCD issue and the shares pledged should constitute minimum 51% of the total
outstanding shares of the company.
2. Escrow of the entire existing and future hostel fees. Escrow also to be created in
the current accounts operating in the proprietorship firm Jain College Hostel and
the escrow arrangement shall continue till the accounts are closed down.
3. Hypothecation of the entire existing and future receivables.
4. Debt Service Reserve Account (DSRA) equivalent to interest due for 1 quarter and
principal due in the following half-year to be created in the form of Fixed Deposit
of an equivalent amount and kept as lien with the Trustee.
5. Personal Guarantee of all the directors.
6. Undated Cheques for all the outstanding principal and interest repayment.
In case part prepayment of Principal by the Issuer, release of Security shall be at the
absolute discretion of Trustees in consultation with the DHR.
Interest to be serviced during moratorium period.
Credit Rating CRISIL BB-
Average XIRR of all series is 16.54%

Share holding pattern of the company (as on 22.01.2018)

Sr. No. Name of Shareholder Class Number of shares Shareholding (%)

1. Saket Jalan Equity 722,718 54%

2. Sanjay Jalan Equity 361,350 27%

3. Santosh Jalan Equity 120,450 9%

4. Royachand Chenraj Equity 133,850 10%

Total Equity Shares 1,338,368 100%

Summary of Financial Statements

Particulars 31.03.2014 31.03.2015 31.03.2016 31.03.2017

Audited
Balance Sheet: Rs. (in crores)
Net worth 1.4 1.5 1.9 -2.1
Total Debt 1.6 2.0 2.0 11.0
Current liabilities 3.0 4.9 4.9 8.9
Total Equity & liabilities 6.0 8.4 8.8 17.8
Net Fixed Assets 0.7 1.6 1.8 4.2
Other Non-current assets - - - 7.1
Cash and Cash equivalents 0.3 0.1 0.5 2.2
Other Current Assets 5.0 6.7 6.5 4.3
Total assets 6.0 8.4 8.8 17.8

Income statement
Operating Income 8.3 10.4 14 16.1
EBIDTA 0.7 0.4 0.7 -0.2
EBIT 0.6 0.2 0.4 -0.9
Interest 0.2 0.2 0.1 0.4
Operating PBT 0.4 0 0.3 -1.3
Other income 0 0.3 0 0.2
PBT 0.4 0.3 0.3 -2.8
PAT (Reported) 0.4 0.3 0.3 -1.9

Ratios:
Operating Income Growth (%) 23.40 24.80 35.00 15.07
EBIDTA margin (%) 8.60 4.00 4.90 -3.19
Adj PAT Margin (%) 5.10 2.80 2.40 -24.93
RoE (%) 33.60 20.10 19.20 N.A.
RoCE (%) 21.30 6.60 11.80 -53.22

Notes:
1. In the 2017 financials the company has written off a one time expense of Rs. 1.54 crores and 1.69
crores pertains to debenture issuance expense. Due to these one time expenses, the EBIDTA and PAT
for FY 2017 is negative.
2. During 2017 the partnership firm was converted into a private limited company. Balance sheet
figures are as on 31st March 2017 of the private limited company. Profit and loss figures during the
year are consolidated for the two entities.
Fino Finance Private Limited
(Previously Intrepid Finance & Leasing Private Limited)

Fino Finance Private Limited, a Non-banking Finance Company (NBFC), commenced its operations in
2010 into lending to microfinance borrowers in the country. Fino Finance Private Limited is subsidiary
of Fino Paytech Limited, which is the largest business correspondent in India. Fino Paytech has been
awarded the Payment Bank license by RBI. Fino Finance focuses on the sustainability of financial
inclusion programs and the development of women and their families.

Intrepid follows the Grameen model of joint liability for its group loan product and is present in 5
states in India. The present loan outstanding portfolio of Intrepid is Rs. 390.48 crores as on 30th
September, 2017.

Term sheet:

Issuer Fino Finance Private Limited

Type of Rated, Listed, Unsecured, Subordinated, Redeemable, Taxable Non-

Instrument Convertible Debentures (“NCDs” or “Debentures”)

Face Value of NCD Rs 10/- (Rupees Ten Only)

Interest Rate 16.10 % per annum

Interest Payment
Quarterly
Frequency
Tenor 66 months from the deemed date of allotment
Principal
Bullet
Repayment
Issue proceeds will be utilized for following purposes:
 To finance the growth of the portfolio of the Issuer
End Use of Funds  To augment the Tier II capital requirements of the Company
No part of the proceeds would be utilized directly/indirectly towards
equity capital markets or land acquisition
Credit Rating CRISIL BBB-
XIRR of the NCD is 17.08%
Shareholding Pattern of the Company (As on 30th September, 2017)

Name of Shareholder Number of Shares Shareholding

(%)

Fino Paytech Limited 93,31,606 100%

S. Rajaraman 1 0%
Total 93,31,607 100%

Share holding pattern – FINO PAYTECH (as on 10.08.2016)

Name of shareholders Pre- Post

investment investment
Bharat Petroleum Corporation Limited 0% 21%
Blackstone GPV Capital Partners (Mauritius) VI-B FDI Limited 21% 14%

HAV 3 Holdings (Mauritius) Limited 16% 11%

ICICI Prudential Life Insurance Company Limited 0% 8%
ESOP O/S 14% 7%
ICICI Bank Limited 11% 7%
International Finance Corporation 11% 7%
Intel Capital Corporation 11% 7%
ICICI Lombard General Insurance Limited 5% 5%

Individuals and Others 2% 4%

Exide Life Insurance Company Limited 0% 2%
Union Bank of India 3% 2%

Corporation Bank 3% 2%
Indian Bank 3% 2%
LIC 3% 2%
Total 100% 100%
Summary of Financial Statements

Particulars 31.03.2014 31.03.2015 31.03.2016 31.03.2017

Audited
Statement of Profit and Loss Rs. (in crores)
Gross Income 6.87 21.17 46.19 85.61
Operating Expenses 4.05 11.51 19.20 33.47
Provision for NPA / Standard Assets 0.14 0.75 1.57 7.16
Interest Expense 2.47 8.24 23.85 44.75
Net interest income (NII) 4.41 12.93 22.34 40.85
PAT 0.11 0.39 1.00 0.20

Balance Sheet
Net worth 11.18 31.57 52.57 52.77
Total borrowings Outstanding 29.15 104.79 247.15 335.74
Other Liabilities 10.35 9.99 22.97 19.43
Total equity & liabilities 50.68 146.35 322.68 407.94
Gross Loan Portfolio 33.92 105.05 240.06 289.31
Other Assets 16.75 41.30 82.62 118.62
Total assets 50.68 146.35 322.68 407.94

Ratios
Yield on portfolio (%) 22.59 25.89 22.56 26.62
Operational expense ratio (%) 15.00 16.57 11.12 12.65
Gearing 2.61 3.32 4.70 6.36
Return on assets (%) 0.29 0.40 0.43 0.06
Return on Equity (%) 0.94 1.83 2.37 0.39
PAT / Income from Loans (%) 1.54 1.86 2.17 0.25
Satin Creditcare Network Limited

Satin Creditcare Network Limited, a Non-banking Finance Company (NBFC), commenced its operations
in 1990 of lending to microfinance borrowers in the country. Satin is North India’s largest and India’s
2nd largest MFI as on 30th September 2017 with presence across 18 states with 728 branches as of 31st
December 2017. The major areas of operation are Uttar Pradesh, Madhya Pradesh, Bihar, Rajasthan,
Punjab, Uttarakhand and Delhi & NCR. Equity Shares of the company got listed on National Stock
Exchange w.e.f August 26, 2015 and Bombay Stock Exchange w.e.f. October 16, 2015.

Company has a promoters’ shareholding of 27.42% as of 31st December 2017, which shows a very
strong and long term commitment of promoters towards company. The Company also has strong
equity support from Private Equity investors. The Company has thirteen members Board comprising of
seven independent Directors, four Directors nominated by investors and two directors from promoter’s
side.

Satin offers a comprehensive bouquet of financial products to Bottom-of-Pyramid Population – MFI

Loans, Small Business Loans, Low ticket LAP and Business Correspondent Services. The present loan
outstanding portfolio of Satin is Rs. 4304 crore as on 31st December, 2017.

Term sheet:

Issuer Satin Creditcare Network Limited

Type of Rated, Non-Convertible, Redeemable, Cumulative Preference Shares

Instrument (“NCRCPS”) under NCRCPS 2016 Series – I

Face Value per Rs 10/- (Rupees Ten Only)

NCRCPS
Dividend Rate 12.10% per annum
Dividend Annual
Payment
Frequency
4 (four) years and 316 (Three Hundred and Sixteen)days from the Deemed
Tenor Date of Allotment
Principal Bullet
repayment
Seniority/Status The claims of holder(s) of NCRCPS shall be subordinated to the claims of all
of holder(s) of senior/secured and unsecured/subordinated creditors but senior to the
NCRCPS claims of the equity shareholders and shall rank pari-passu amongst
themselves and with other preference shareholders of the Issuer.

In pursuance of sub-section (2) of section 43 of the Companies Act, 2013, the

NCRCPS shall carry a preferential right with respect to (a) payment of
dividend calculated at fixed rate, which may either be free of or subject to
income tax; and (b) repayment in case of winding up or repayment of
capital, of the amount of the share capital paid-up, whether or not, there is a
preferential right to the payment of any fixed premium or premium on any
fixed scale, specified in the Memorandum or Articles of the Company.
 End Use of Funds The present issue of NCRCPS is being made by the Company to (i) meet the
general corporate purposes; and (ii) augment its long-term resource
requirement for its growth and capital expenditure (iii) working capital
requirements (iv) pre-payment and repayment of debt and preference
shares.

Credit Rating CARE BBB

Pre-tax XIRR of the NCRCPS is 17.01%.

Share holding pattern of the Company (as on 31st December 2017)

Sr Number of Shareholding
No. Name of Shareholder Shares (%)
A Promoter & Promoter Group 13072671 27.42
Individuals/Hindu undivided Family 1701603 3.57

Others 11371068 23.85

Parishek Finance Pvt. Ltd. 2150880 4.51
Parinita Investments Pvt Ltd. 1765720 3.7
Satin ( India) Ltd 1669209 3.5
Niryas Food Products Private Limited 1468420 3.08
Satin Media Solutions Ltd. 1319669 2.77
Taco Consultants Private Limited 1242660 2.61
Uv Associates Private Limited 1095820 2.3
Trishashna Holdings & Investments Private
Limited 658690 1.38

B Public 34151798 71.64

Mutual Funds 6270841 13.15
Birla Sun Life Trustee Company Private
Limited A/C Birla Sun Life Pure Value Fund 1101179 2.31
DSP Blackrock Balanced Fund 965573 2.03
DSP Blackrock Opportunities Fund 545590 1.14
UTI - Mid Cap Fund 491803 1.03
UTI - Banking Sector Fund 490000 1.03
Other Mutual Funds 2676696 5.61

Alternative Investment Funds 19500 0.04

Foreign Portfolio Investors (FPI) 6862336 14.39

Morgan Stanley Mauritius Company Limited 1892312 3.97
Government Pension Fund Global 965220 2.02
Employees Retirement System Of Texas -
Self Managed Portfolio 775000 1.63
Blackrock India Equities (Mauritius) Limited 548362 1.15
Other FPI 2681442 5.62
Sr Number of Shareholding
No. Name of Shareholder Shares (%)

Financial Institutions/ Banks 1587862 3.34

Asian Development Bank 1543187 3.24
Others 44675 0.1

Individual share capital upto Rs. 2 Lacs 2734828 5.74

Others 16676431 34.98

Nmi Fund Iii Ks 3369318 7.07
SBI Fmo Emerging Asia Financial Sector Fund
Pte Ltd 3313609 6.95
Mv Mauritius Limited 2485520 5.21
Bhawani Finvest Pvt Ltd 608240 1.28
Rajsonia Consultancy Services Private
Limited 549961 1.15
Others 6349783 13.32

C Non Promoter-Non Public 449300 0.94

Shares held by Employee Trust 449300 0.94
Total 47673769 100
Summary of Financial Statements

Particulars 31.03.2014 31.03.2015 31.03.2016 31.03.2017

Audited
Statement of Profit and Loss Rs. (in crores)
Gross Income 191.65 324.16 552.27 757.22
Operating Expenses 52.36 88.55 181.13 304.33
Provision for NPA / Standard
Assets 9.09 9.71 12.72 12.46
Interest Expense 106.08 177.49 289.85 435.13
Net interest income (NII) 85.57 146.67 262.42 322.09
PAT 15.56 31.72 57.94 24.49

Balance Sheet
Net worth 139.59 194.58 324.00 662.21
Total borrowings Outstanding 891.35 1516.80 2670.99 3723.85
Other Liabilities 90.76 299.42 308.44 362.33
Total equity & liabilities 1121.70 2010.80 3303.43 4748.40
Gross Loan Portfolio 784.83 1464.48 2299.52 3222.66
Other Assets 336.87 546.32 1003.91 1525.74
Total assets 1121.70 2010.80 3303.43 4748.40

Ratios
Yield on portfolio (%) 24.42 28.82 29.34 27.42
Operational expense ratio (%) 6.67 7.87 9.62 11.02
Gearing 6.39 7.80 8.24 5.62
Return on assets (%) 1.39 2.03 2.18 0.61
Return on Equity (%) 11.15 18.98 22.35 4.97
PAT / Income from Loans (%) 8.12 9.79 10.49 3.23
Bindu Recepies Private Limited

Bengaluru-based Bindu Recipes Private Limited (BRPL) bakes cakes, pastries, savories & cookies and
sells through a chain of retail outlets under the “Just Bake” brand. Founded and promoted by Mr Rami
Reddy and Mrs Himabindu Reddy, BRPL opened its first outlet in Bengaluru in 2005 via the franchise
route. Since then, the company has expanded its network to 153 outlets spread across Karnataka,
Andhra Pradesh (AP), Telangana and Kerala; emerging as one of the largest cake chains in South India.
It has five finishing units in these states and one central manufacturing unit in Bengaluru.

In FY17, BRPL shifted from the company owned franchisee operated or COFO model (followed since
inception) to the franchise owned franchisee operated or FOFO model. Through this route, it plans to
expand its presence in South India with a focus on tier-II and tier-III cities, as well as metros such as
Chennai.

Term sheet:

Issuer Bindu Recepies Private Limited

Type of Instrument Listed, Rated, Secured, Redeemable, Taxable Non-Convertible Debentures

(“NCDs” or “Debentures”)

Face value per NCD Re. 1/- (Rupee One only)

Interest Rate 12.0% p.a.

Interest Payment Quarterly

Frequency

Tenor Tenor for different series varies as below:

Series Tenor
1 and 6 3 years
2 and 7 4 years
3 and 8 5 years
4 and 9 6 years
5 and 10 7 years
Redemption Premium Redemption Premium of 3.50% per annum to be paid in year 3, 4, 5, 6 and 7
year along with the annual installment

Principal Repayment Bullet

End Use of Funds Issue proceeds will be utilized for the following purpose:
1. For Capital Expenditure
2. For Working capital
3. Takeover of existing Cash Credit limit from Axis Bank
No part of the proceeds would be utilized directly/indirectly towards equity
capital markets.
Security 1. Pledge of the shares such that total security cover of minimum 2.0X times
is maintained on the NCD issue and the shares pledged should constitute
minimum 26% of the total outstanding shares of the company.
2. Escrow of entire existing revenue
3. Hypothecation of the entire existing and future receivables.
4. Hypothecation of all unencumbered existing and future Plant & Machinery
5. Debt Service Reserve Account (DSRA) equivalent to the interest due for
one quarter to be created in the form of Fixed Deposit of an equivalent
amount and kept as lien with the Trustee.
6. Debt Service Reserve Account (DSRA) equivalent to the principal and
redemption premium due for one year to be created proportionately in
the three quarters preceding the quarter in which the principal and
redemption premium is due in the form of Fixed Deposit of an equivalent
amount and kept as lien with the Trustee.
7. Undated Dated Cheques for all the outstanding principal and interest
repayment

In case part prepayment of Principal by the Issuer, release of Security shall be

at the absolute discretion of Trustees in consultation with the DHR. Interest to
be serviced during moratorium period
Credit Rating ICRA “BB”

Average XIRR of all series is 15.36%

Share holding pattern of the Company (as on 31.12.2017)

Name of Shareholder Shareholding

(%)
Mrs Himabindu Reddy 42

Mr Rami Reddy 42

Mr Ramdas Shanbag 13

Others 3

Total 100
Summary of Financial Statements

Particulars (Rs.Crores) – Profit and loss account FY13 FY14 FY15 FY16 FY17
Total Number of Outlets 41 70 96 122 153
Total Revenue 14.60 22.40 32.40 41.60 49.10
Total Direct Costs 11.90 18.00 26.80 33.80 33.10
Gross Margin 2.80 4.50 5.60 7.90 15.90
Total In-direct Costs 2.00 3.20 3.60 3.90 11.30
EBITDA 0.80 1.20 2.00 4.00 4.70
Depreciation 0.40 0.80 2.50 2.90 3.70
Interest & Financial Charges 0.10 0.30 0.40 0.70 0.80
PBT 0.20 0.10 -1.00 0.30 0.20
Taxes 0.10 -0.10 0.00 0.20 0.30
PAT 0.10 0.30 -1.00 0.14 -0.10
Particulars (Rs.Crores) – Balance sheet FY13 FY14 FY15 FY16 FY17
Equity 0.20 2.00 1.10 1.20 1.10
Debt 0.80 1.70 2.40 3.60 8.90
Franchise Advance 2.90 6.00 10.20 12.10 17.20
Fixed Assets 3.50 7.00 9.30 8.80 17.90
Current Assets excld Cash 0.80 1.30 2.80 4.40 7.90
Current Liabilities 3.60 3.60 6.10 7.00 11.20
Net Current Assets -2.80 -2.20 -3.30 -2.60 -3.30
Particulars – Key Financial Ratios FY13 FY14 FY15 FY16 FY17
ROCE (%) 30.0 11.0 -17.0 21.0 10.0
ROE (%) 54.0 13.0 -90.0 12.0 -8.0
Debt/EBITDA (Times) 0.4 0.7 0.8 0.3 1.0
Debt/Equity (Times) 3.5 0.9 2.3 3.0 8.0
DSCR (Times) - - - - 2.0
ISCR (Times) 6.0
Neogen Chemicals Limited

Neogen Chemicals Limited (NCL), incorporated in 1989, is a Thane-based company, engaged in the
manufacturing of specialty Bromine, Lithium, cycloalkane compounds and Advance Intermediate which
are used in the field of Pharma, Agrochemicals, Refrigeration, Flavors and specialty solvents. Neogen
has developed significant expertise in highly demanding field of Bromine, Lithium and more recently
organometallic chemistry and high-tech advance API intermediates comparable to world class
standards. The company was founded by Mr. H. T. Kanani, a highly experienced and qualified
technocrat from IIT Bombay who has been titled as the “Bromine Man of India”.

The Company has also acquired ISO 9002:2008 certificate from TUV Nord with German DAKSS
accreditation. Neogen has also received Star Export House Certificate from Government of India for its
export performance. Recently on completion of 75 years of State Bank of India, during their
celebration, State Bank of India Western Region felicitated two SMES as their best performing SME
customer and Neogen was one of the two SME.

The company has its manufacturing facility at Mahape, which is currently running at 100% capacity
utilization. The company is proposing to set manufacturing facilities at Baroda and Dahej to increase its
manufacturing capacities. Company has a strong presence in international markets, in Europe, USA,
Japan, and several other countries. NCL sells to more than 500 companies which include many large
and reputed companies in India and overseas.

Term sheet:

Issuer Neogen Chemicals Limited

Type of Fully Redeemable, Cumulative Preference Shares (“FRCPS”)
Instrument
Face Value per Rs 100/- (Rupees Hundred Only)
FRCPS
Dividend Rate 9.80 % per annum
Dividend Payment Semi Annual
Frequency
Tenor 12 (twelve) years from the Deemed Date of Allotment
Principal Bullet
Repayment
Call Option by the Call option by the promoters in the form of early redemption by the
Promoters/ Early company at the end of twelve months from deemed date of allotment.
Redemption
Option
Seniority/Status of The claims of holder(s) of FRCPS shall be subordinated to the claims of all
holder(s) of FRCPS senior/secured and unsecured/subordinated creditors but senior to the
claims of the equity shareholders and shall rank pari-passu amongst
themselves and with other preference shareholders of the Issuer.

In pursuance of sub-section (2) of section 43 of the Companies Act, 2013,

the FRCPS shall carry a preferential right with respect to (a) payment of
dividend calculated at fixed rate, which may either be free of or subject to
income tax; and (b) repayment in case of winding up or repayment of
 capital, of the amount of the share capital paid-up, whether or not, there is
a preferential right to the payment of any fixed premium or premium on
any fixed scale, specified in the Memorandum or Articles of the Company.

End Use of Funds The present issue of FRCPS is being made by the Company in order to raise
Tier II capital, the proceeds to be used for the expansion of the
manufacturing facility as below:
 Project expenses for installation of inorganic plant at Dahej SEZ
facility including working capital margin.
 Project expenses for purchase of unit and installation of additional
1.0X existing capacity at Baroda unit including working capital
margin.
Credit Rating CRISIL BBB
Pre-tax XIRR of the FRCPS is 18.16%.

Share holding pattern of the company (as on 31.12.2017)

Shareholding
Name of Shareholder Number of Shares (%)
Haridas Kanani 13,99,680 18.91
Beena Kanani 30,00,000 40.54
Harin Kanani 20,00,000 27.03
Pallika Kanani 10,00,000 13.51
Bharat Reshamwala 80 0.00
Sanajay Mehta 80 0.00
Hitesh Reshamwala 80 0.00
Shyamsunder Upadhyay 80 0.00
Total 7,400,000 100.00
Summary of Financial Statements

Particulars 31.03.2014 31.03.2015 31.03.2016 31.03.2017

Audited
Statement of Profit and Loss Rs. (in crores)
Net Sales 74.44 84.61 100.83 110.68
OPBDIT 10.10 12.75 14.81 19.22
PBIT 10.90 12.56 13.96 18.19
PAT 3.63 4.96 5.89 8.05

Balance Sheet
Networth 19.53 24.72 29.13 47.41
Total Debt 25.51 23.10 25.33 55.46
Other Liabilities 17.87 21.74 26.09 39.34
Total Equity & Liabilities 62.91 68.53 80.55 142.21
Current Assets 48.77 52.89 60.95 89.32
Non-Current Assets 14.14 15.64 19.60 52.89
Total Assets 62.91 68.53 80.55 142.21

Current Liabilities 36.66 37.77 45.01 65.97

Ratios
Operating Profit Ratio (%) 13.56 15.07 14.68 17.37
Net Profit Margin (%) 4.88 5.86 5.84 7.27
Return on Capital Employed (%) 22.21 26.03 26.18 22.50
Interest Coverage Ratio (Times) 2.12 2.72 3.21 2.97
Debt – Equity Ratio (Times) 1.31 0.93 0.87 1.17
Current Ratio (Times) 1.32 1.39 1.35 1.35
DSCR (Times) 1.49 1.63 2.00 1.96
Kotak Low Duration Fund Direct Growth

Issuer Kotak Mutual Fund

Instrument Mutual Fund
Benchmark CRISIL Liquid Fund
Ratios Modified Duration: 0.84 years
Portfolio Yield 7.62%
Minimum Investment Initial Investment: Rs. 1,00,000
Amount
Additional Investment Rs. 1,000 & in multiples of Re.1
Average Maturity (yrs) 1.02 Yrs
Load Structure Entry Load: Nil Exit Load: Nil
Total Expense Ratio 0.21% (Ratio excludes applicable B15 fee and Goods & Services
Tax)