Key Information Document Private & Confidential

Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

cumulative, non-convertible debentures, each having a face value

INR 1,00,000/- (Indian Rupees One Lakh Only) aggregating up to INR
200,00,00,000/- (Indian Rupees Two Hundred Crores Only) on a
private placement basis.
Green Shoe: Not Applicable.
Deed of Hypothecation shall mean the deed of hypothecation dated on or around the date of
the Debenture Trust Deed to create a subservient charge on the
Hypothecated Assets of the Issuer.
Deemed Date of shall mean the date on which the Debentures shall have been deemed
Allotment to be allotted to the Debenture Holders – 12th August 2025.
Eligible Investors has the meaning given to it under Section 4.6 of the Key Information
Document.
Events of Default means the events of default set out in Section 2.7 (Issue Details) of
this Key Information Document, and “Event of Default” shall be
construed accordingly.
Financial Indebtedness shall mean in relation to any Person any indebtedness of such Person
for or in respect of:
(a) moneys borrowed;
(b) any amount raised by acceptance under any acceptance
credit facility or dematerialised equivalent;
(c) any amount raised by acceptance of vendor bill discounting
facility, receivables bill discounting or dematerialised
equivalent;
(d) any amount raised pursuant to any note purchase facility or
the issue of bonds, notes, debentures, commercial papers,
loan stock or any similar instrument / security including any
accrued interest or redemption premium thereon;
(e) the amount of any liability in respect of any lease or hire
purchase contract which would, in accordance with the
Applicable Accounting Standards, be treated as a finance or
capital lease;
(f) receivables sold or discounted (other than any receivables to
the extent they are sold on a non-recourse basis);
(g) any amount raised under any other transaction (including any
forward sale or purchase agreement) having the commercial
effect of a borrowing, including on any other direct or indirect
or secured or unsecured recourse basis;
(h) shares which are expressed to be redeemable, or any shares
or instruments convertible into shares, or any shares or other
securities, in each case which are otherwise the subject of a
put option or call option or any form of guarantee;
(i) any counter-indemnity obligation in respect of a guarantee,
bond, standby or documentary letter of credit or any other
instrument issued by a bank or financial institution;
(j) any amount of any liability under any advanced or deferred
purchase agreement if one of the primary reasons behind the
entry into such agreement is to raise finance;

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

(k) any derivative transaction entered into in connection with

protection against or benefit from fluctuation in any rate or
price (and, when calculating the value of any derivative
transaction, only the marked to market value shall be taken
into account);
(l) any obligation under any put option in respect of any
securities;
(m) any corporate/personal guarantee, a letter of comfort or any
other similar contractual comfort issued or incurred in respect
of a liability incurred by any other third person; and
(n) the amount of any liability in respect of any indemnity (without
double counting) for any of the items referred to in paragraphs
(a) to (m) above.
General Information means the General Information Document issued by the Issuer dated
Document 28th July 2025, for the purpose of issue of the non-convertible
securities on a private placement basis in accordance with Applicable
Laws.
Hypothecated Assets shall mean present and future current and movable assets of the
Issuer over which a charge shall be created ranking subservient to the
charge by way of hypothecation created in favour of the Existing
Senior Charge Holders, more particularly defined and identified, and
set out under the Deed of Hypothecation.
Indenture of Mortgage shall mean Indenture of Mortgage dated on or around the date of the
Debenture Trust Deed executed by the Company in favour of Axis
Trustee Services Limited for the purpose of creation of mortgage over
the Mortgaged Properties
Interest / Coupon means the payment dates as specified in Annexure IV of this Key
Payment Dates Information Document.
Issue means the private placement of the Debentures.
Issue Closing Date 11th August 2025
Issue Opening Date 11th August 2025
Key Information This Key Information Document dated 11th August 2025.
Document
Majority Debenture shall mean, such number of Debenture Holders collectively holding
Holders more than 50% (fifty percent) of the value of the nominal amount of
the Debentures for the time being outstanding.
Management Control shall include the right to appoint majority of the directors or to control
the management or policy decisions exercisable by a person or
persons acting individually or in concert, directly or indirectly, including
by virtue of their shareholding or management rights or shareholders
agreements or voting agreements or in any other manner.
Material Adverse Effect means the effect or consequence of an event, circumstance,
occurrence or condition which in the sole opinion of the Debenture
Trustee (acting on the instructions of the Majority Debenture Holders)
has caused or could reasonably be expected to cause, as of any date
of determination, a material and adverse effect:
(a) in the business, operations, property, assets, condition
(financial or otherwise) or prospects of the Issuer; or

12
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

(b) on the rights or remedies of the Debenture Trustee acting for

the benefit of the Debenture Holders hereunder or under any
other Transaction Document; or
(c) on the ability of the Company to perform its obligations under
the Transaction Documents or affects the validity of the
Transaction Documents or any other related documents to
which the Issuer is or will be a party; or
(d) on the legality or validity or enforceability of any of the
Transaction Documents or any other related documents or
the rights or remedies of the Debenture Holder(s) thereunder
(including the ability of any party to enforce any of its
remedies thereunder); or
(e) on the legality or validity or enforceability of or the
effectiveness or ranking of any transaction Security granted
or purporting to be granted pursuant to any of the Security
Document; or
(f) any other effect or change which adversely affects the interest
of the Debenture Holders or the Debenture Trustee.
Maturity Date Shall mean the final redemption date i.e. the date on which the
Debentures shall be redeemed upon the lapse of the tenor.

Mortgaged Properties shall mean the immoveable properties of the Issuer situated in Baroda
and Bharuch respectively over which a charge by way of mortgage
shall be created ranking subservient to the charge created in favour
of the Existing Senior Charge Holders, more particularly defined and
identified, and set out under the Indenture of Mortgage.
Net Debt shall mean gross debt excluding lease liability less cash & bank
balance & investment and loans.

Net Working Capital shall mean current assets less current liabilities (excluding current
maturity of long term loan).

Outstanding Amounts shall mean the Coupon, Default Interest, if any, additional interest,
actual liquidated damages (if any) payable in relation to the
Debentures, direct costs, indemnities, charges, expenses, fees
(including the remuneration of the Debenture Trustee, Rating Agent
and the Receiver, attorneys etc. and), all taxes other than taxes on
income, levies, cess including stamp duty and any/all other
reasonable amounts, costs, charges due and payable by the Issuer
under the Transaction Documents.
Outstanding Principal means, at any date, the principal amount outstanding under the
Amount Debentures.
Payment Default means any event, act or condition which, with notice or lapse of time,
or both, would constitute an Event of Default under paragraph (i)
under the section named “Events of Default” under Section 2.7 (Issue
Details) of this Key Information Document.
Permitted Indebtedness shall mean (i) any debt incurred or availed for the purpose of
refinancing the existing indebtedness of the Company (existing as on
the Deemed Date of Allotment) or (ii) any other short-term unsecured
borrowing up to INR 50,00,00,000/- (Indian Rupees Fifty Crores Only)
Personal Guarantor(s) shall mean Dr. Harin Haridas Kanani, an Indian citizen having
permanent account number ABEPK4212D and residing at B-1004

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Savoy Building Raheja Garden, L B S Marg, Thane – 400604,

India.
Private Placement Offer The offer cum application letter prepared in compliance with Section
cum Application 42 of the Companies Act, 2013 read with the Companies (Prospectus
Letter/PPOAL and Allotment of Securities) Rules, 2014.
Purpose The proceeds of the issuance of Debentures will be utilized by the
Issuer for: (i) capital expenditure; (ii) for repayment of secured /
unsecured loans; and (iii) for general corporate purposes, of the
Issuer.
Provided that no part of the proceeds shall be utilized directly/
indirectly towards the following:
(a) any capital market instrument such as equity and equity linked
instruments or any other capital market related activities
(whether directly or indirectly) other than investment in Neogen
Ionics Limited through equity, inter-corporate deposit or
compulsory convertible debentures;
(b) any speculative purposes;
(c) investment in the real estate sector/real estate business
(including the acquisition/purchase of land);
(d) in contravention of Applicable Law (including without limitation,
any guidelines, rules or regulations of the SEBI).
Qualified Institutional defined under Regulation 2 (ss) of SEBI (Issue of Capital and
Buyer / QIB Disclosure Requirements) Regulations, 2018, as amended from time
to time, i.e.:
(i) a mutual fund, venture capital fund, alternative investment fund
and foreign venture capital investor registered with the Board;
(ii) foreign portfolio investor other than individuals, corporate
bodies and family offices;
(iii) a public financial institution;
(iv) a scheduled commercial bank;
(v) a multilateral and bilateral development financial institution;
(vi) a state industrial development corporation;
(vii) an insurance company registered with the Insurance
Regulatory and Development Authority of India;
(viii) a provident fund with minimum corpus of twenty five crore
rupees;
(ix) a pension fund with minimum corpus of twenty five crore
rupees registered with the Pension Fund Regulatory and
Development Authority established under sub-section (1) of
section 3 of the Pension Fund Regulatory and Development
Authority Act, 2013;
(x) National Investment Fund set up by resolution no. F. No.
2/3/2005-DDII dated November 23, 2005 of the Government of
India published in the Gazette of India;
(xi) insurance funds set up and managed by army, navy or air force
of the Union of India;
(xii) insurance funds set up and managed by the Department of
Posts, India; and

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

(xiii) systemically important non-banking financial companies.

Rating “CRISIL A / Outlook: Negative” assigned by the Rating Agent.
Rating Agent means Crisil Ratings Limited, a company incorporated under and
validly existing under the Companies Act, 2013 having corporate
identification number U67100MH2019PLC326247 and its registered
office at Crisil House, Central Avenue Hiranandani Business Park,
Powai, Mumbai, Maharashtra - 400076, India.
Record Date means the date falling 15 (Fifteen) calendar days prior to the Coupon
Payment Date or the Redemption Date.
Redemption Date means each of the Maturity Date and the dates on which a
Redemption Payment is required to be made as more particularly set
out in Annexure IV this Key Information Document.
Redemption Payment means the payment of the Outstanding Principal Amounts of the
Debentures on the Redemption Dates (including the Maturity Date) or
any other date in accordance with the Debenture Trust Deed.
Register of Beneficial means the register of beneficial owners of the Debentures maintained
Owners in the records of the Depositories.
R&T Agent/Registrar shall mean MUFG Intime India Private Limited (earlier known as “Link
Intime India Private Limited”), a company incorporated and validly
existing under the provisions of the Companies Act, 2013 with
corporate identification number U67190MH1999PTC118368 and
having its registered office at C-101, 1st Floor, 247 Park, Lal Bahadur
Shastri Marg, Vikhroli (West), Mumbai City, Mumbai, Maharashtra -
400083, India.
SEBI means the Securities and Exchange Board of India.
SEBI Debenture means a master circular issued by SEBI, bearing reference number
Trustees Master SEBI/HO/DDHS/PoD3/P/CIR/2024/46 dated May 16, 2024, titled
Circular “Master Circular for Debenture Trustees” as amended from time to
time.
SEBI NCS Regulations means the Securities and Exchange Board of India (Issue and Listing
of Non-Convertible Securities) Regulations, 2021, as may be
amended from time to time.

SEBI NCS Master means a master circular issued by SEBI, bearing reference number
Circular SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024, titled
“Master Circular for issue and listing of Non-convertible Securities,
Securitised Debt Instruments, Security Receipts, Municipal Debt
Securities and Commercial Paper” as amended from time to time.
Secured Assets means collectively, the Hypothecated Assets and the Mortgaged
Properties.
Secured Obligations shall mean the aggregate of the Outstanding Principal Amount,
accrued Coupon, Default Interest, including, but not limited to, any
other costs, fees, commission, liquidated damages, charges,
expenses and all present and future monies, debts and liabilities due,
owing or incurred from time to time by the Issuer to any Secured Party
under or in connection with the Debentures, the Debenture Trust Deed
and/or any other Transaction Document.
Security Cover has the meaning given to it in the Section 2.7 (Issue Details) of the
Key Information Document.

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Stock Exchange shall mean BSE.

Tangible Net Worth shall mean equity plus all reserves less deferred tax and intangible
assets.
Transaction Documents The documents executed or to be executed in relation to the issuance
of the Debentures as more particularly set out in Section 2.7 (Issue
Details) of this Key Information Document.
Transaction Security has the meaning given to it in the Section 2.7 (Issue Details) of this
Key Information Document.
WDM Wholesale Debt Market segment of the BSE.

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

SECTION 2: REGULATORY DISCLOSURES

DISCLAIMER OF THE ARRANGER

The Issuer has authorised Aspero Markets Private Limited (formerly known as Credavenue
Securities Private Limited) (the “Arranger”) to distribute the General Information Document and
Key Information Document in connection with the Debentures proposed to be issued by the Issuer.

The Issuer has prepared the General Information Document and Key Information Document, and
the Issuer is solely responsible for its contents. The Issuer will comply with all laws, rules and
regulations and has obtained all regulatory, governmental and corporate approvals for the issuance
of the Debentures. All the information contained in the General Information Document and Key
Information Document have been provided by the Issuer or is from publicly available information,
and such information has not been independently verified by the Arranger. No representation or
warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be
accepted, by the Arranger for the accuracy, completeness, reliability, correctness or fairness of the
General Information Document and Key Information Document or any of the information or opinions
contained therein, and the Arranger hereby expressly disclaim, to the fullest extent permitted by
law, any responsibility for the contents of the General Information Document or Key Information
Document and any liability, whether arising in tort or contract or otherwise, relating to or resulting
from the General Information Document and Key Information Document or any information or errors
contained therein or any omissions therefrom. By accepting the General Information Document and
Key Information Document, the investor agrees that the Arranger will not have any such liability.

It is hereby declared that the Issuer has exercised due diligence to ensure complete compliance of
prescribed disclosure norms in the General Information Document and Key Information Document.
Each person receiving the General Information Document and Key Information Document
acknowledges that such person has not relied on the Arranger, nor any person affiliated with the
Arranger, in connection with its investigation of the accuracy of such information or its investment
decision, and each such person must rely on its own examination of the Issuer and the merits and
risks involved in investing in the Debentures. The Arranger: (a) has no obligations of any kind to
any invited Investor under or in connection with any Transaction Documents; (b) is not acting as
trustee or fiduciary for the investors or any other person; and (c) is under no obligation to conduct
any “know your customer” or other procedures in relation to any person on behalf of any investor.
Neither the Arranger nor its respective officers, directors, employees are responsible for: (a) the
adequacy, accuracy, completeness and/ or use of any information (whether oral or written) supplied
by the Issuer or any other person in or in connection with any Transaction Document including the
General Information Document and Key Information Document; (b) the legality, validity,
effectiveness, adequacy or enforceability of any Transaction Document or any other agreement,
arrangement or document entered into, made or executed in anticipation of or in connection with
any Transaction Document; or (c) any determination as to whether any information provided or to
be provided to any finance party is non-public information the use of which may be regulated or
prohibited by applicable law or regulation relating to insider dealing or otherwise.

The role of the Arranger in the assignment is confined to marketing and placement of the
Debentures on the basis of the General Information Document and Key Information Document as
prepared by the Issuer. The Arranger has neither scrutinized nor vetted nor has it done any due-
diligence for verification of the contents of the General Information Document and Key Information
Document. The Arranger is authorized to deliver copies of the General Information Document and
Key Information Document on behalf of the Issuer to Eligible Investors which are considering
participation in the Issue and shall use the General Information Document and the Key Information
Document for the purpose of soliciting subscriptions from Eligible Investors in the Debentures to
be issued by the Issuer on a private placement basis. It is to be distinctly understood that the use
of the General Information Document and the Key Information Document by the Arranger should
not in any way be deemed or construed to mean that the General Information Document and Key
Information Document has been prepared, cleared, approved or vetted by the Arranger; nor does
it in any manner warrant, certify or endorse the correctness or completeness of any of the contents

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

of the General Information Document and Key Information Document; nor does it take responsibility
for the financial or other soundness of this Issuer, its management or any scheme or project of the
Issuer. The Arranger or any of their directors, employees, do not accept any responsibility and/or
liability for any expenses paid arising of whatever nature and extent in connection with the use of
any of the information contained in the General Information Document and Key Information
Document.

The investors should carefully read and retain the General Information Document and Key
Information Document. However, the investors are not to construe the contents of the General
Information Document and Key Information Document as investment, legal, accounting, regulatory
or tax advice, and the investors should consult with their own advisors as to all legal, accounting,
regulatory, tax, financial and related matters concerning an investment in the Debentures. The
General Information Document and Key Information Document is not intended to be the basis of
any credit analysis or other evaluation and should not be considered as a recommendation by the
Arranger or any other person that any recipient participates in the Issue or advice of any sort. It is
understood that each recipient of the General Information Document and this Key Information
Document will perform its own independent investigation and credit analysis of the proposed
financing and the business, operations, financial condition, prospects, creditworthiness, status and
affairs of the Issuer based on such information and independent investigation as it deems relevant
or appropriate and without reliance on the Arranger or on the General Information Document and
Key Information Document.

Disclaimer: Please note that only those persons to whom General Information Document and Key
Information Document has been specifically addressed are eligible to apply. However, an
application, even if complete in all respects, is liable to be rejected without assigning any reason
for the same. The list of documents provided above is only indicative, and an investor is required
to provide all those documents/ authorizations/ information, which are likely to be required by the
Issuer. The Issuer may, but is not bound to, revert to any investor for any additional documents /
information, and can accept or reject an application as it deems fit. Provisions in respect of
investment by investors falling in the categories mentioned above are merely indicative and the
Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each
of the above categories of investors is required to check and comply with extant rules/regulations/
guidelines, etc. governing or regulating their investments as applicable to them and the Issuer is
not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any
investor, neither is the Issuer required to check or confirm the same.

This Key Information Document is prepared in accordance with the provisions of SEBI NCS
Regulations and in this section, the Issuer has set out the details required as per Schedule I of the
SEBI NCS Regulations.

2.1 Expenses of the issue:

Particulars of expenses Amount Percentage of Percentage of

(in Crores) total expenses total issue size
Lead Manager Fees - - -
Underwriting Commission - - -
Brokerage, selling commission - - -
and upload fees
Fees payable to the registrar to - - -
the issue
Fees payable to the legal 0%
2%
advisors 0.08

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Particulars of expenses Amount Percentage of Percentage of

(in Crores) total expenses total issue size
Advertising and marketing - - -
expenses
Fees payable to the regulators 0%
0%
including stock exchange 0.01
Expenses incurred on printing - - -
and distribution of issue
stationary
Any other fees, commission, or
payments under whatsoever 4.71 98% 2%
nomenclature

*The amounts mentioned here are of taxes.

2.2 The name(s) of the debentures trustee(s) shall be mentioned with statement to the
effect that debenture trustee(s) has given its consent for appointment along with
copy of the consent letter from the debenture trustee.

The Debenture Trustee for the proposed issue of Debentures shall be Axis Trustee
Services Limited and has given its written consent for its appointment as debenture
trustee to the Issue for acceptance fees of INR 1,50,000/- (Indian Rupees One Lakh and
Fifty Thousand Only) plus regular annual fees and has provided its consent for inclusion
of its name in the form and context in which it appears in this Key Information Document
and in all the subsequent periodical communications sent to the Debenture Holders. A copy
of the Debenture Trustee Appointment Agreement has been set out in Annexure II of this
Key Information Document.

2.3 Details of credit rating along with reference to the rating letter issued (not older than
one year on the date of opening of the issue) by the rating agencies in relation to the
issue shall be disclosed. The detailed press release of the Credit Rating Agencies
along with rating rationale(s) adopted (not older than one year on the date of opening
of the issue) shall also be disclosed.

The Rating Agent has assigned a rating of “CRISIL A/ Outlook: Negative” to the
Debentures. The rating letter from the Rating Agent and the rating rationale from the Rating
Agent along with the detailed press release is provided in Annexure I of this Key
Information Document.
The credit rating issued by the Rating Agent is valid and shall continue to be valid as on
the date of issuance and the date of listing of the Debentures.

2.4 If the security is backed by a guarantee or letter of comfort or any other document /
letter with similar intent, a copy of the same shall be disclosed. In case such
document does not contain detailed payment structure (procedure of invocation of
guarantee and receipt of payment by the investor along with timelines), the same
shall be disclosed in the Key Information Document.

The Debentures are secured by a personal guarantee provided by the Personal

Guarantor(s). The copy of the same shall be disclosed in Annexure X of this Key
Information Document.

2.5 Details of specific entities in relation to the current Issue of Non-Convertible

Debentures:

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

S. No. Particulars Details

1. Legal Counsel (if any) Name: Juris Corp, Advocates & Solicitors
Logo:
Contact Person: Partner, Securities
Address: 124 A, Jolly Maker Chamber II, 12th
Floor, Nariman Point, Mumbai - 400 021, India
Email: securities@juriscorp.in
Tel: 022 6720 5555
Website: www.juriscorp.in
2. Guarantor (if applicable) Name - Dr. Harin Haridas Kanani
Address: B-1004 Savoy Building Raheja
Garden, L B S Marg, Thane – 400604, India
Email: investor@neogenchem.com
Tel: +91 22 25497300
3. Arrangers, if any Name: Aspero Markets Private Limited
(formerly known as CredAvenue Securitues
Private Limited)

Logo:
Contact Person: Mr. Irfan Shaik Mohammad
Designation: CEO & MD
Address: 12th Floor, Aspero Markets Private
Limited, Prestige Polygon, No. 471, Annasalai,
Nandanam, Chennai, Tamil Nadu, 600035
Email: bonds.operations@aspero.in
Tel: 044-4091 2302
Website: www.aspero.in

2.6 Disclosure of Cash flow with date of interest/dividend/ redemption payment as per
day count convention

(a) The day count convention for dates on which the payments in relation to the
non-convertible securities which need to be made:

Coupon and all other charges shall accrue based on actual/actual day count
convention in accordance with Chapter III (Day count convention, disclosure of
cash flows and other disclosures in the offer document) of the SEBI NCS Master
Circular, as may be amended and modified from time to time.

(b) Cash flows emanating from the non-convertible securities shall be

mentioned in the Key Information Document, by way of an illustration:

The cashflows emanating from the Debentures, by way of an illustration, are set
out in Annexure IV of this Key Information Document.

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

2.7 Issue Details applicable for this issuance of the Debentures under this Key
Information Document.

** In case of any inconsistencies or conflict of interest between the Key Information

Document and the Transaction Documents, the terms set out in the Debenture Trust
Deed and the other Transaction Documents shall prevail.
(a) The Issuer shall submit all duly completed documents to the BSE, SEBI, ROC or
any other Governmental Authority, as are required under Applicable Law and
procure permission for listing of the Debentures from the Stock Exchange within
(T+3) working days, wherein “T” shall be referred to the issue closing date
("Listing Period").
(b) The Issuer shall ensure that the Debentures continue to be listed on the wholesale
debt market segment of the BSE.
(c) In the event there is any delay in listing of the Debentures beyond (T+3) working
days, wherein “T” shall be referred to the issue closing date, the Issuer will be
payable to the Debenture Holders, penal interest of 1% (one percent) per annum
over the Coupon Rate, from the date of allotment of the Debentures until the listing
of the Debentures is completed.

Security Name 10.50% NCL NCDs Jan 2028

(Name of the Issuer and maturity year)

Issuer Neogen Chemicals Limited

Type of Instrument fully paid, secured, listed, rated,

redeemable, rupee denominated, non-
cumulative, non-convertible debentures

Nature of Instrument (Secured or Secured

Unsecured)

Issue Schedule Date of opening the Issue: 11th August

2025
Date of closing of the Issue: 11th August
2025
Pay-in date: 12th August 2025
Deemed Date of Allotment: 12th August
2025

Seniority (Senior or subordinated) Senior

Eligible Investors Please refer to Section 4.6 (Eligible

Investors).

Listing (name of stock Exchange(s) where it BSE

will be listed and timeline for listing)

Rating of Instrument “CRISIL A / Outlook: Negative " issued

by the Rating Agent

Issue Size INR 200,00,00,000/- (Indian Rupees

Two Hundred Crores Only)

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Minimum Subscription Minimum of 100 (One Hundred)

Debentures and then in multiples of 1
(One) Debenture thereafter

Option to retain oversubscription (Amount) Not Applicable

Objects of the Issue / Purpose for which there The proceeds of the issuance of
is requirement of funds Debentures will be utilized by the Issuer
for: (i) capital expenditure; (ii) for
repayment of secured / unsecured
loans; and (iii) for general corporate
purposes, of the Issuer.
Provided that no part of the proceeds
shall be utilized directly/indirectly
towards the following:
(a) any capital market instrument
such as equity and equity linked
instruments or any other capital
market related activities (whether
directly or indirectly) other than
investment in Neogen Ionics
Limited through equity, inter-
corporate deposit or compulsory
convertible debentures;
(b) any speculative purposes;
(c) investment in the real estate
sector/real estate business
(including the
acquisition/purchase of land);
(d) in contravention of Applicable
Law (including without limitation,
any guidelines, rules or
regulations of the SEBI).

In case the issuer is a NBFC and the objects Not Applicable.

of the issue entail loan to any entity who is a
The proceeds raised from the Issue will
‘group company’ then disclosures shall be
be used solely for the Purpose (Defined
made in the prescribed format:
in Section 1)

Details of the utilization of the Issue 100% (One Hundred Percent) of the
Proceeds issue proceeds utilized by the Issuer for:
(i)) capital expenditure; (ii) for
repayment of secured / unsecured
loans; and (iii) for general corporate
purposes, of the Issuer.
Provided that no part of the proceeds
shall be utilized directly/indirectly
towards the following:
(a) any capital market instrument such
as equity and equity linked
instruments or any other capital
market related activities (whether

22
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

directly or indirectly) other than

investment in Neogen Ionics
Limited through equity, inter-
corporate deposit or compulsory
convertible debentures;
(b) any speculative purposes;
(c) investment in the real estate
sector/real estate business
(including the acquisition/purchase
of land);
(d) in contravention of Applicable Law
(including without limitation, any
guidelines, rules or regulations of
the SEBI).

Coupon Rate 10.50% p.a. (ten point five zero percent)

per annum payable monthly; except for
last Coupon payment to be clubbed with
Redemption Amount on Principal
payment date.

Step Up Provision (a) Step Up (Debentures)

(i) If the credit rating of the
Debentures is downgraded
below the Rating at any
point of time during the
tenor of the Debentures,
the Coupon Rate shall be
increased by 0.50% (zero
decimal five zero percent)
for each downgrade of 1
(one) notch ("Step Up
Rate”), and such
increased Coupon Rate
with effect from the date of
such downgrade.
(ii) Following the Step Up,
until the rating of the
Debentures is restored to
the Rating, if the rating of
the Debentures is
upgraded, the prevailing
Step Up Rate shall be
decreased by 0.50% (zero
decimal five zero percent)
for each upgrade of 1 (one)
notch from the rating of the
Debentures (until the rating
of the Debentures is
restored to the Rating) and
such decreased rate of
interest shall be applicable
with effect from the date of
such upgrade. PROVIDED

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

THAT the decreased rate

of interest in accordance
with this sub-clause (ii)
cannot, in any case, be
lower than the Coupon
Rate as on the Deemed
Date of Allotment.
(iii) It is clarified that, if
following the Step Up of
the Debentures, the rating
of the Debentures is
restored to the Rating, then
the interest shall be
payable at the Coupon
Rate, from the date that the
rating of the Debentures is
restored to the Rating.
(iv) In case the credit rating
has been obtained from
more than one credit rating
agency, the lowest of all
such credit ratings
obtained shall be
considered for the purpose
of this clause.
(b) Step Up (Company Rating)
(i) If the rating of the Issuer is
downgraded below "A"
("Company Rating"), at
any point of time during the
tenor of the Debentures,
the Coupon Rate shall be
increased by 0.50% (zero
decimal five zero percent)
for each downgrade of 1
(one) notch ("Step Up
Rate (Company)"), and
such increased Coupon
Rate shall be applicable
with effect from the date of
such downgrade.
(ii) Following the Step Up
(Company) until the rating
of the Issuer is restored to
the Company Rating, if the
rating of the Issuer is
upgraded, the prevailing
Step Up Rate (Company)
shall be decreased by
0.50% (zero decimal five
zero percent) for each
upgrade of 1 (one) notch
from the rating of the
Issuer (until the rating of
the Issuer is restored to the

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Company Rating) and

such decreased rate of
interest shall be applicable
with effect from the date of
such upgrade. PROVIDED
THAT the decreased rate
of interest in accordance
with this sub-Clause (ii)
cannot, in any case, be
lower than the Coupon
Rate as on the Deemed
Date of Allotment.
(iii) It is clarified that, if
following the Step Up Rate
(Company), the rating of
the Issuer is restored to the
Company Rating, then the
interest shall be payable at
the Coupon Rate, from the
date that the rating of the
Issuer is restored to the
Company Rating.
(iv) In case the credit rating
has been obtained from
more than one credit rating
agency, the lowest of all
such credit ratings
obtained shall be
considered for the purpose
of this clause.

It is clarified for the purpose of

avoidance of any doubt that there shall
be no Step-Up that shall be counted
twice on account of trigger of events
mentioned in (a) and (b) above.

Coupon Payment Frequency Payable monthly; except for last Coupon

payment to be clubbed with Redemption
Amount on Principal payment date and
as more specifically set out in Annexure
IV of this Key Information Document.

Coupon Payment Dates As per the dates set out in Annexure IV

of this Key Information Document.

Coupon Type (Fixed, floating or other Fixed

structure)

Coupon Reset Process (including rates, Not Applicable

spread, effective date, interest rate cap and
floor etc.)

Day Count Basis (Actual / Actual) Actual / Actual.

The Coupon (if any) shall be computed

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

on the basis of actual number of days

elapsed in a year, for this purpose a year
shall comprise of a period of 365 (Three
Hundred and Sixty-Five) days.
In case of a leap year, if 29th February of
the relevant leap year falls during the
Tenor of the Debentures, then the
number of days shall be reckoned as
366 (Three Hundred and Sixty-Six) days
for the one-year period.

Interest on Application Monies (a) Interest at the Coupon rate

(subject to Tax deduction under
the Applicable Law or any other
statutory modification or re-
enactment thereof, if applicable)
will be paid to the Applicants on
the Application Monies for the
Debentures for the period starting
from and including the date of
realization of Application Monies
in Issuer’s bank account as
specified hereto (“Pay-In Date”),
up to 1 (one) day prior to the
Deemed Date of Allotment for all
valid applications within such
timelines as agreed by the
Parties; and
(b) Where Pay-in Date and Deemed
Date of Allotment fall on the same
date, no interest on Application
Monies is to be paid to the
Applicants.

Default Interest Rate (a) The Issuer agrees to pay

additional interest at 2% (two
percent) per annum over the
applicable Coupon Rate in respect
of the Debentures on the
Outstanding Principal Amounts
from the date of the occurrence of
a Payment Default until such
Payment Default is cured or the
Secured Obligations are repaid.
Such amounts shall be determined
separately with reference to the
abovementioned incremental rate
and paid in addition to the Coupon
on the relevant Due Date.
(b) The Issuer agrees to pay
additional interest at 2% (two
percent) per annum over the
applicable Coupon Rate in respect
of the Debentures on the
Outstanding Principal Amounts

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

from the date of the occurrence of

any breach of any covenants
(including any financial covenants)
set out in the Debenture Trust
Deed or the other Transaction
Documents (other than a Payment
Default) until such breach is cured
or the Secured Obligations are
repaid. Such amounts shall be
determined separately with
reference to the abovementioned
incremental rate and paid in
addition to the Coupon together
with the Redemption Amounts on
the relevant Due Date.
(c) If the Transaction Security is not
created and/or perfected within the
time period prescribed under the
Transaction Documents and in
accordance with the terms of the
Transaction Documents, the
Company will pay additional
interest at the rate of 2% (two
percent) per annum above the
applicable Coupon Rate on the
Outstanding Principal Amounts
until the creation and perfection of
the Transaction Security to the
satisfaction of the Debenture
Trustee. Such amounts shall be
determined separately with
reference to the abovementioned
incremental rate and paid in
addition to the Coupon on the
relevant Due Date.
(d) In case of any delay in the
execution of any Transaction
Documents (including the
Debenture Trust Deed, or the
Security Document(s)), the Issuer
will pay to the Debenture Holders
additional interest at the rate of 2%
(two percent) per annum on the
Outstanding Amounts in addition
to the Coupon Rate until the
relevant Transaction Document is
duly executed or the security is
duly created and perfected in
terms thereof or the Secured
Obligations are discharged
(whichever is earlier).
(e) The Default Interest in case of any
other defaults by the Issuer, shall
be payable at an additional interest
of 2% (two percent) per annum

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

over the Coupon Rate from the

date of occurrence of such default
till the same is remedied.

Tenor Up to 30 (thirty) months from the

Deemed Date of Allotment i.e., 12th
August 2025.

Redemption Date / Maturity Date 12th February 2028

Redemption Premium/ Discount Not Applicable

Redemption Amount At par

Early Redemption Date Subject to Applicable Law, the date on

which the Debentures shall be
redeemed by the Issuer, if required by
the Debenture Holders (by way of
consent of Majority Debenture Holders)
in full by payment of the Outstanding
Principal Amounts together with accrued
Coupon till date of Early Redemption
Date and all other Outstanding Amounts
accrued thereto, on the expiry of 30
(thirty) days of having received an Early
Redemption Notice.

Early Redemption Event means the occurrence of an event

leading to a downgrade of 2 (Two)
notches in the Rating of the Debentures
or the Company from the rating
assigned to it on the Deemed Date of
Allotment

Early Redemption Notice The notice to be given by the Debenture

Trustee to the Issuer (on the instructions
of the Debenture Holders) pursuant to
occurrence of an Early Redemption
Event.

Early Redemption Premium Not Applicable

Voluntary Redemption (a) The Issuer shall not be allowed to

prepay the Debentures in full or
part until the lapse of 12 (Twelve)
months from the Deemed Date of
Allotment.
(b) The Issuer shall be permitted to
prepay the Debentures, in full or
in parts, from the lapse of 12
(Twelve) months from the
Deemed Date of Allotment until
24 (twenty-four) months from the
Deemed Date of Allotment, with a
prepayment penalty of 1% (One

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

percent) of the Redemption

Amount being prepaid.
(c) Any prepayment occurring
subsequent to the lapse of 24
(twenty-four) months from the
Deemed Date of Allotment until
the Maturity Date, can be done by
the Issuer in full or in part, without
any prepayment penalty.
(d) Provided that, the Company shall
have the right to also redeem the
Debentures pursuant to the
occurrence of a Voluntary
Redemption Event after the lapse
of 12 (twelve) months from the
Deemed Date of Allotment,
without any prepayment penalty.
Any partial prepayments shall be
permitted only if occurred in a lot size of
INR 10,00,00,000/- (Indian Rupees Ten
Crores Only).

Voluntary Redemption Date Subject to Applicable Law, the date on

which the Debentures shall be
redeemed by the Issuer in full by
payment of the Redemption Amount,
together with accrued Coupon, all other
Outstanding Amounts accrued thereto
and the prepayment charges (if
applicable), on the expiry of 30 (thirty)
days of having issued a Voluntary
Redemption Notice.

Voluntary Redemption Event The Voluntary Redemption can be

undertaken by the Issuer upon:
(i) the Issuer requiring to voluntarily
redeem the Debentures as per the
mechanism as set out above in
relation to the prepayment
penalty, or
(ii) upon the failure of the Debenture
Trustee to provide its explicit
written consent for the Negative
Covenant (b), (d), or (g) within the
prescribed timelines, without any
prepayment penalty. Provided
that, this Voluntary Redemption
can be undertaken only upon the
lapse of 1 (one) year from the
Deemed Date of Allotment.

Voluntary Redemption Notice The notice to be given by the Issuer to

the Debenture Trustee, at least 30
(thirty) calendar days prior to the
Voluntary Redemption Date.

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Issue Price The Debentures are issued at par, as

per the price applied at by the investor
and agreed by the Company

Discount at which security is issued and the The Debentures are issued at par, as
effective yield as a result of such discount per the price applied at by the investor
and agreed by the Company

Premium / Discount at which security is Not Applicable

redeemed and the effective yield as a result
of such premium / discount

Put Option On the Put Option Date and subject to

Applicable Law, the Debenture Trustee
shall have the right but not the obligation
to demand immediate Redemption of
the Debentures (“Put Option”), by
serving a written notice to the Issuer in
the format set out in Schedule 8 (“Put
Notice”), at least 45 (forty-five) days
prior to the Put Option Date but not
earlier than 90 (ninety) days to the Put
Option Date, to the Issuer or persons
identified by him. The Put Notice shall
contain details of (i) the amounts to be
paid to the Debenture Holders which
shall be equal to the Put Price as
provided below together with all other
Outstanding Amounts and (ii) the
account in which the said payment is to
be credited. The Issuer shall be obliged
to redeem all the Debentures and pay
the Put Price together with all other
Outstanding Amounts on the Put Option
Date.

Put Option Date On the expiry of 24 (twenty-four) months

from the Deemed Date of Allotment and
every 3 (three) months thereafter

Put Price At par

Put Notification Time Starting from 90 (ninety) days and up to

45 (forty-five) days prior to the Put
Option Date

Call Option On the Call Option Date and subject to

Applicable Law, the Company shall
have the right but not the obligation to
redeem the Debentures without any
prepayment penalty (“Call Option”), by
serving a written notice to the Debenture
Trustee and Debenture Holders and in
the format set out in Schedule 9 (“Call
Notice”), at least 45 (forty-five) days
prior to the Call Option Date. The Call

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Notice shall contain details of (i) the

amounts to be paid to the Debenture
Holders which shall be equal to the Call
Option Price as provided below and (ii)
confirming the account in which the said
payment is to be credited.

Call Option Date On the expiry of 24 (twenty-four) months

from the Deemed Date of Allotment and
every 3 (three) months thereafter

Call Option Price At par

Call Notification Time 45 (forty-five) days prior to the Call

Option Date

Buy-Back / Re-purchase of Debentures The Issuer may buy-back, repurchase or

preclose the transaction basis by mutual
consent of Debenture Holders as
allowed under Applicable Law in force.

Multiple issuances under the same ISIN The Issuer reserves the right to make
multiple issuances under the same ISIN
with reference to Chapter VIII
(Specifications related to ISIN for debt
securities) of the SEBI NCS Master
Circular. Any such issue can be made
either by way of creation of a fresh ISIN
or by way of issuance under an existing
ISIN at premium/par/discount as the
case may be in line with Chapter VIII
(Specifications related to ISIN for debt
securities) of the SEBI NCS Master
Circular.

Face Value INR 1,00,000/- (Indian Rupees One

Lakh only) per Debenture

Minimum Application and in multiples of 100 (One Hundred) Debentures having

thereafter face value of INR 1,00,000/- (INR One
Lakh Only) (aggregating to INR
1,00,00,000/- (Indian Rupees One
Crore), and 1 (one) Debenture
thereafter

Issue Timing
1) Issue Opening Date 1) 11th August 2025
2) Issue Closing Date 2) 11th August 2025
3) Date of earliest closing of the Issue, if 3) 11th August 2025
any
4) Deemed Date of Allotment 4) 12th August 2025
5) Pay-in Date 5) 12th August 2025

Settlement mode of the Instrument RTGS / NEFT

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Depositories NSDL/CDSL

Disclosure of Interest / Dividend / Please refer to Annexure IV in this Key

Redemption Dates Information Document.

Record Date As set out more particularly in Section 1

of this Key Information Document.

Business Day Convention If any due date on which any interest or

additional interest is payable falls on a
day which is not a Business Day, the
payment to be made on such due date
shall be made on the succeeding
Business Day.
If the date of payment of any redemption
amount falls on a day which is not a
Business Day, such payment of
instalment shall be made on the
preceding Business Day
If the Maturity Date and Principal
payment dates of the Debenture falls on
a day which is not a Business Day, the
payment of any amounts in respect of
the Outstanding Principal Amounts
(including the last Coupon payment) to
be made shall be made on the preceding
Business Day.

All covenants of the issue (including side Representations and Warranties

letters, accelerated payment clause, etc.) Please refer to Section 3.1 of this Key
Information Document.
Affirmative Covenants
Please refer to Section 3.2 (a) of this
Key Information Document.
Negative Covenants
Please refer to Section 3.2 (b) of this
Key Information Document.
Reporting Covenants
Please refer to Section 3.2 (c) of this Key
Information Document.
Financial Covenants
Please refer to Section 3.2 (d) of this
Key Information Document.

Description regarding Security (where TRANSACTION SECURITY

applicable) including type of security (a) Security
(movable / immovable / tangible etc.), type of (i) a charge ranking subservient to
charge (pledge / hypothecation / mortgage the first charge created in favour
etc.), date of creation of security / likely date of the Existing Senior Charge
of creation of security, minimum security Holders by way of mortgage over
cover, revaluation, replacement of security, the Mortgaged Properties by the
interest to the debenture holder over and Issuer;
above the coupon rate.

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

(ii) a charge ranking subservient to

the first charge created in favour
of the Existing Senior Charge
Holders by way of hypothecation
over the Hypothecated Assets of
the Issuer;
(iii) an unconditional and irrevocable
personal guarantee by the
Personal Guarantor;
(iv) a demand promissory note along
with a letter of continuity;
(v) a lien marked over the Fixed
Deposit exclusively charged in
favour of the Debenture Trustee;
and
(vi) such other security interest as
may be agreed between the
Issuer and the Debenture
Holders.
sub clauses (i) to (vi) above are
collectively referred to as the
"Transaction Security".
(b) Security Cover Maintenance
The charge over the Secured
Assets shall at all times,
commencing from the Deemed
Date of Allotment until the Final
Settlement Date, be at least
1.25x (one point two five times)
the value of the Outstanding
Amounts and the Redemption
Amount read along with all such
other borrowings of the Issuer
which are secured by way of
charge over the Secured Assets
(the "Security Cover") and
shall be maintained at all times
until the Final Settlement Date.
(c) Filings and other information
The Issuer shall create the
charge by way of hypothecation
over the Hypothecated Assets
and create mortgage over the
Mortgaged Properties and lien
over the Fixed Deposit on or
prior to the Deemed Date of
Allotment, and perfect such
security by filing Form CHG-9
with the ROC and ensuring and
procuring that the Debenture
Trustee files the prescribed
Form I with CERSAI reporting

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

the charge created to the

CERSAI, in respect thereof,
each within the time period
prescribed under the Deed of
Hypothecation and the Indenture
of Mortgage.
(d) SPECIFIC DISCLOSURES
Type of security: (i) subservient
charge over the present and
future current assets of the
Issuer by way of hypothecation;
(ii) subservient charge over the
present and future movable and
immovable assets of the Issuer
by way of creation of mortgage;
and (iii) exclusive charge over
the Fixed Deposit.
Type of charge: Hypothecation
and Mortgage.
Date of creation of security/
likely date of creation of
security: On or prior to the
Deemed Date of Allotment.
Minimum security cover: At
least 1.25x (one point two five
times).
Revaluation: N.A.
Replacement of security: The Issuer
shall, within the timelines prescribed
under the Transaction Documents,
create further charge over its additional
assets, in accordance with the
Transaction Documents, so as to ensure
that the Minimum Security Cover is
maintained at all times.
(a) the Debenture Trustee Consent
Transaction Documents
Letter;
(b) Certified true copy of the Board
resolution of the Issuer dated
12th July 2025;
(c) Certified true copy of the
shareholder’s resolution of the
Issuer passed under Section
180(1)(a) and Section 180(1)(c)
of the Act dated 5th September
2023, as amended / renewed
from time to time;
(d) General Information Document
dated 28th July 2025;

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

(e) Key Information Document read

along with Form PAS-4;

(f) the DTAA;

(g) the Debenture Trust Deed;
(h) the Security Documents;
(i) Deed of Personal Guarantee;
(j) Demand Promissory Note;
(k) Letter of Continuity;
(l) The letter issued by the
Debenture Trustee appointing
the Security Trustee to act as its
agent;

(m) Tripartite agreements executed

between the Issuer, the
Depository and the RTA;
(n) Press release from the Rating
Agent in respect of the credit
rating for the Debentures;
(o) In-principle approval as
received from the Stock
Exchange for listing of the
Debentures;
(p) Letter appointing the RTA to act
as the registrar for the
Debentures;
(q) Listing Agreement with the
Stock Exchange; and
(r) Any other document or
instrument designated as a
transaction document by the
Debenture Trustee,
and “Transaction Document” shall be
construed accordingly.

Security Documents (a) the Deed of Hypothecation;

(b) the Indenture of Mortgage;
(c) the Power of Attorney;
(d) Lien Letter; and
any other document or instrument,
creating, recording or evidencing the
creation of security to secure the
Secured Obligations and designated as
a Security Document.

Conditions Precedent to Disbursement 1. A copy of the Company's

Constitutional Documents

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

(including certificate of
incorporation) certified as correct,
complete and in full force and
effect by an authorised person of
the Company.

2. A certified true copy of the

resolution passed by the Board of
Directors for issue of Debentures
and inter alia with respect to:
(a) approving the borrowings by
way of issue of Debentures
contemplated by the
Debenture Trust Deed;
(b) approving the creation of
security interest in
accordance with the
provisions of the
Transaction Documents;
(c) appointment of Axis Trustee
Services Limited as
Debenture Trustee;
(d) approving the terms and
execution of, and the
transactions contemplated
by the Transaction
Documents;
(e) authorising a director or
directors or other authorised
executives to execute the
Transaction Documents;
(f) to appoint the other
intermediaries in relation to
the issue of Debentures; and
(g) authorising a Person or
Persons, on its behalf, to
sign and/or dispatch all
documents and notices to be
signed and/or dispatched by
it under or in connection with
the Transaction Documents.

3. A copy of the resolution of the

shareholders of the Company in
accordance with Section
180(1)(c) of the Companies Act
approving the borrowing
contemplated under the
Transaction Documents certified
as correct, complete and in full
force and effect by an authorised
person of the Company.

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

4. A copy of the resolution of the

shareholders of the Company in
accordance with Section
180(1)(a) of the Companies Act
approving the creation of
Transaction Security in
accordance with the terms of the
Transaction Documents certified
as correct, complete and in full
force and effect by an authorised
person of the Company.

5. The Company shall furnish a

copy of the e-Form MGT-14 filed
with the Registrar of Companies
with respect to the board
resolution or shareholders’
resolution (as applicable and if
required under the Act) passed
for the issue of the Debentures.

6. The Company shall furnish a

certificate executed by any of its
directors, setting out and/or
certifying the following, as on the
Deemed Date of Allotment or the
date of issuance of such
certificate:
(a) the particulars (including
name and designation) of
the Persons authorised to
sign the Transaction
Documents and any other
document(s) required to
be delivered under or in
connection with the
Transaction Documents,
on behalf of the Company;
(b) the Company has the
necessary power under its
constitutional documents
to borrow monies by way
of the issuance of the
Debentures;
(c) no Authorisations are
required by the Company
from any Governmental
Authority or any other
Person for issuing of the
Debentures or creating the
Security;
(d) the representations and
warranties contained in
the Transaction

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Documents are true and

correct in all respects;
(e) no Event of Default or
potential Event of Default
has occurred or is
subsisting;
(f) no Material Adverse Effect
has occurred;
(g) no Authorisation from any
investor(s) or
shareholder(s), pursuant
to the articles of
association of the
Company or any
shareholders’
agreement(s) or other
documents/ instruments
entered into by and among
the Company, its
shareholders and
investors, is required for
the Company to enter into
or perform its obligations
under the Transaction
Documents;
(h) the issuance of the
Debentures and the
transactions contemplated
herein will not have an
adverse impact on the
rights of any of the
shareholders/ investors of
the Company;
(i) there exists no charge or
encumbrance over the
Secured Assets other than
the Existing Security
Interest;
(j) there exists no charge or
encumbrance over the
Fixed Deposit;
(k) no limits as set out in the
board resolution and
shareholders resolution
relevant for the issue of
these Debentures are
being breached; and
(l) the proceeds of the Issue
shall be utilised by the
Company only for the
Purpose.

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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

7. The Company shall have

obtained or caused to be
obtained and submitted to the
Debenture Trustee, the copies of
any approvals and consents from
any Governmental Authority and
third parties in relation to the
creation of security over the
Secured Assets, if applicable.

8. The Issuer shall have stamped,

executed and delivered the
following in the manner and form
as required by the Debenture
Trustee:
(a) DTAA;
(b) Debenture Trust Deed;
(c) Deed of Hypothecation;
(d) Power of Attorney;
(e) Indenture of Mortgage;
(f) Deed of Personal
Guarantee;
(g) Demand Promissory Note;
(h) Letter of Continuity;
(i) Lien Letter;
(j) The letter issued by the
Debenture Trustee
appointing the Security
Trustee to act as its agent;
and
(k) Any other document as
required by the Debenture
Trustee or the Debenture
Holders.

9. The Issuer shall have obtained in-

principle approval provided by the
BSE in respect of the listing of the
Debentures.

10. The Company shall have

obtained or caused to be
obtained and submitted to the
Debenture Trustee, the no-
objection certificate from Existing
Senior Charge Holders and / or
the letter setting out the deemed
consent assumed by the Issuer in
relation to the creation of the
Security over the Secured Assets
for securing the Debentures.

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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

11. The Issuer shall have issued the

General Information Document
and Key Information Document.

12. The Issuer shall have uploaded

the relevant Key Information
Document for the issue of the
Debentures, the signed term
sheet and Form PAS-4 on the
electronic book platform within
the timelines as set out under the
Applicable Law.

13. The Company shall have created

the Fixed Deposit and shall have
marked lien over the same in
favour of the Debenture Trustee
prior to issue of the Debentures.

14. Submission of consent letter from

the Debenture Trustee conveying
its consent to act as the
debenture trustee for the benefit
of the Debenture Holders.

15. The Company shall furnish a

copy of the consent letter from the
Registrar and Transfer Agent.

16. A copy of the press release

issued by the Rating Agency
along with the credit rating letter
providing a credit rating to the
Debentures along with the rating
rationale/credit opinion;

17. A copy of the tri-partite

agreement executed by the
Issuer with the Registrar and the
Depository.

18. The Company shall provide post-

dated and signed cheques, to be
provided by the authorised
signatory of the Issuer to be used
for the repayment of dues in
relation to the Debentures to the
Debenture Trustee prior to
Deemed Date of Allotment.

19. The Company shall submit all

applicable know your customer-
related documents to the
satisfaction of the Debenture
Trustee.

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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

20. Copies of clear title search report,

legal due diligence of the
Mortgaged Properties and title
due diligence with respect to the
title of the Mortgaged Properties
in the name of the Issuer, issued
by the empaneled lawyer to the
satisfaction of the Debenture
Trustee.

21. Copy of the valuation report

issued by the valuation agency of
the Mortgaged Properties to the
satisfaction of the Debenture
trustee.

22. The Company shall submit a copy

of the audited financial
statements of the Company for
the Financial Year 2024-2025.

23. Disclosures in relation to the total

outstanding encumbrances of the
Issuer and the Promoter(s).

24. The Issuer shall procure that the

Personal Guarantors shall submit
a certificate issued by an
independent practicing chartered
accountant certifying the net
worth of the Personal
Guarantor(s) for the Financial
Year ended as of April 30, 2025.

25. The Issuer shall provide a copy of

the application filed under 281 of
the Income Tax Act, 1961, in
respect of the Security Interest to
be created by it under the
Transaction Documents together
with such evidence of filing as
may be reasonably required by
the Debenture Trustee (if
applicable).

26. The Issuer shall have obtained

the International Securities
Identification Number (ISIN) in
respect of the Debentures.

27. The Issuer shall have obtained

due diligence certificate from the
Debenture Trustee.

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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

28. The Issuer shall have complied

with all the provisions of the SEBI
Debenture Trustees Master
Circular in relation to compliance
with distributed ledger technology
requirements.

29. The Company shall provide

evidence / proof of opening
separate bank account for
deposit of the proceed of the
Debentures.

30. The Company shall furnish a

certificate from an independent
practicing chartered accountant,
confirming that:
(a) the Company has paid all
its undisputed dues as on
date for or on account of
any income tax due and
payable to the
Government of India and
as such there are no
outstanding undisputed
dues payable to the
Government of India for or
on account of income tax
pursuant to Income Tax
Act, 1961, including in
relation to Section 281
thereto; and
(b) the Company has not
received any notice or
intimation till date of any
undisputed taxes or any
other undisputed sums
due and payable by the
Company to the
Government of India or
any proceeding pending
and/or initiated and/or
threatened in writing
against the Company for
or on account of any taxes
or any other sums, which
may be due and payable
by the Company to the
Government of India.

31. Payment of all fees and stamp

duty under the Transaction
Documents executed is done to
the satisfaction of the Debenture
Trustee.

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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

32. The Company shall submit such

other information, documents,
certificates, opinions and
instruments as the Debenture
Trustee (acting on the
instructions of the Debenture
Holders) may reasonably
request.

Conditions Subsequent to Disbursement 1. Certified true copy of the

resolution of the Board / relevant
committee of the Issuer for the
allotment of the Debentures,
within 1 (one) Business Day of the
Deemed Date of Allotment.

2. Provide evidence that the

Depository accounts of the
Debenture Holders with the
Depository have been credited
with the Debentures within 2 (two)
Business Days from the issue
closing date of Debentures.

3. Obtaining the final listing approval

from the Stock Exchange in
respect of the Debentures
(including but not limited to
payment of all fees) and list the
Debentures on the wholesale
debt market segment of the Stock
Exchange within 3 (three)
Business Days from the issue
closing date of Debentures.

4. Filing of Form PAS-3 (as per the

Act) being the return of allotment
of Debentures with the Registrar
of Companies along with
payment of the requisite amount
of fees as provided in the
Companies (Registration Offices
and Fees) Rules, 2014 and the
list of the Debenture Holders
within 15 (Fifteen) days from the
Deemed Date of Allotment.

5. Payment of stamp duty at 0.005%

(zero point zero zero five percent)
on the Debentures as per the
Indian Stamp Act, 1899.

6. Maintain and file (if required), a

copy of Form PAS-5 in
accordance with the Companies

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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

(Prospectus and Allotment of

Securities) Rules, 2014 in respect
of the issue of the Debentures.

7. The Issuer shall have submitted a

copy of filed Form CHG-9 (as per
the Act) or such other form as
may be prescribed with the
relevant Registrar of Companies
to be filed by the Issuer in relation
to the Security created over the
Secured Assets and Fixed
Deposit, within timelines as
mentioned in the Transaction
Documents and in any case the
form CHG-9 shall have been filed
with the relevant Registrar of
Companies by the Issuer within
30 (thirty) days of execution of the
relevant Security Documents,
together with the certificate of
registration of charge obtained in
relation to the same.

8. An end-use certificate from a

statutory auditor, certifying the
heads under which funds have
been utilized in accordance with
Transaction Documents, within
30 (thirty) days of the Deemed
Date of Allotment.

9. Provide assistance to the

Debenture Trustee as required
and to ensure that the Debenture
Trustee shall make all filings with
Central Registry of Securitization
Asset Reconstruction and
Security Interest of India
(“CERSAI”) and Information
Utility, of the particulars of the
Security created pursuant to the
Deed of Hypothecation and
Indenture of Mortgage, in
accordance with the Applicable
Law within 30 (thirty) days from
the date of execution of the Deed
of Hypothecation and Indenture
of Mortgage or within such other
timeline prescribed under
Applicable Law, whichever is
earlier (if applicable).

10. Within 2 (two) days of receipt of

the approval under 281 of the
Income Tax Act, 1961, in respect

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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

of the Security Interest created/ to

be created by it under the
Transaction Documents, the
Issuer shall provide to the
Debenture Trustee a copy of such
approval (if applicable).

11. Any other document as required

by the Debenture Trustee.

12. Any other document as required

elsewhere under the Transaction
Documents.

Events of Default (including manner of voting Please refer to Section 3.3 of this Key
/conditions of joining Inter Creditor Information Document.
Agreement)

Creation of recovery expense fund The Company hereby agrees and

undertakes that it shall create a recovery
expense fund in the manner as set out
in NCS Regulations and the SEBI
Debenture Trustees Master Circular or
such other circulars as may be specified
by the SEBI from time to time and shall
inform the Debenture Trustee of the
same in writing.
Without prejudice to the generality of the
foregoing, the Company shall ensure
compliance with the SEBI NCS
Regulations, as amended/
supplemented from time to time in
relation to the creation and maintenance
of the recovery expense fund, the key
provisions of which are as follows:
(a) Creation of Recovery expense
fund: The Company shall
deposit cash or cash
equivalents including bank
guarantees towards the
contribution to recovery
expense fund with the
designated stock exchange and
submit relevant documents
evidencing the same to the
Debenture Trustee from time to
time The Company shall ensure
that the bank guarantees
remains valid for a period of six
months post the maturity date of
the Debentures. The Company
shall keep the bank guarantees
in force and renew the bank
guarantees at least seven
working days before its expiry,
failing which the designated

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stock exchange shall invoke

such bank guarantee.
(b) Utilisation of recovery expense
fund: In the event of default, the
Debenture Trustee shall obtain
the consent of by way a special
resolution duly passed at the
meeting of the Debenture
Holders for enforcement of
security and shall inform the
same to the designated stock
exchange. The amount lying in
the recovery expense fund shall
be released by the designated
stock exchange to the
Debenture Trustee within five
working days of receipt of such
intimation. The Debenture
Trustee shall keep a proper
account of all expenses incurred
out of the funds received from
recovery expense fund towards
enforcement of Security.
(c) Refund of recovery expense
fund to the Company: The
balance in the recovery
expense fund shall be refunded
to the Company on repayment
to the Debenture holders for
which a ‘No Objection
Certificate (NOC)’ shall be
issued by the Debenture
Trustee(s) to the designated
stock exchange. The Debenture
Trustee shall satisfy that there is
no ‘default’ on any other listed
debt securities of the Company
before issuing the NOC.

Conditions for breach of covenants (as Please refer to sections named “Default
Specified in the Debenture Trust Deed) Interest Rate” above and Section 3.3
below.

Provisions related to Cross Default Clause

The Issuer:
(A) defaults in any payment of any of
its other Financial Indebtedness;
(B) defaults in the observance or
performance of any agreement
or condition relating to any
Financial Indebtedness or
contained in any instrument or
agreement evidencing, securing
or relating thereto or any other
event shall occur or condition
exist, the effect of which default

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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

or other event or condition is to

cause or to permit the holder or
holders of such Financial
Indebtedness to cause
(determined without regard to
whether any notice is required)
any such Financial
Indebtedness to become due
prior to its stated maturity, and
such Financial Indebtedness of
the Issuer is declared to be due
and payable;
(C) Payment acceleration in any
other Financial Indebtedness of
the Issuer or of its subsidiaries or
of its promoters, by whatever
name called whether as a result
of an event of default or breach
of any covenants under its
relevant financing documents;
and
(D) Any Financial Indebtedness of
the Issuer shall be declared to be
due and payable, or required to
be prepaid other than by a
regularly scheduled required
prepayment, prior to the stated
maturity thereof.

Role and Responsibilities of the Debenture The Debenture Trustee shall comply
Trustee with all its roles and responsibilities as
prescribed under Applicable Law and
the Transaction Documents, including:
(a) the Debenture Trustee may, in
relation to the relevant
Tranche/Issuance Debenture
Trust Deed and other
Transaction Documents, act on
the opinion or advice of or any
information obtained from any
solicitor, counsel, advocate,
valuer, surveyor, broker,
auctioneer, qualified accountant
or other expert whether obtained
by the Issuer or by the
Debenture Trustee or otherwise;
(b) subject to the approval of the
Debenture Holders by way of a
Special Resolution passed at a
meeting of the Debenture
Holders held for determining the
liability of the Debenture
Trustee, the Debenture Trustee
shall, as regards all trusts,
powers, authorities and

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discretions, have the discretion

as to the exercise thereof and to
the mode and time of exercise
thereof.
(c) with a view to facilitating any
dealing under any provisions of
the relevant Tranche/Issuance
Debenture Trust Deed or the
other Transaction Documents,
subject to the Debenture Trustee
obtaining the consent of the
Majority Debenture Holders, the
Debenture Trustee shall have (i)
the power to consent (where
such consent is required) to a
specified transaction or class of
transactions (with or without
specifying additional conditions);
and (ii) to determine all
questions and doubts arising in
relation to the interpretation or
construction any of the
provisions of the relevant
Tranche/Issuance Debenture
Trust Deed;
(d) the Debenture Trustee shall not
be responsible for the amounts
paid by the Applicants for the
Debentures;
(e) the Debenture Trustee and each
receiver, attorney, manager,
agent or other person appointed
by it shall, subject to the
provisions of the Act, be entitled
to be indemnified by the Issuer in
respect of all liabilities and
expenses incurred by them in
the execution or purported
execution of the powers and
trusts thereof;
(f) notwithstanding anything
contained to the contrary in the
relevant Tranche/Issuance
Debenture Trust Deed, the
Debenture Trustee shall before
taking any action on behalf of the
Debenture Holders or providing
any consent on behalf of the
Debenture Holders, obtain the
written consent of the Majority
Debenture Holders;
(g) the Debenture Trustee shall
forward to the Debenture
Holders copies of any

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Key Information Document Private & Confidential
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information or documents from

the Issuer pursuant to the
relevant Tranche/Issuance
Debenture Trust Deed within 2
(two) Business Days of receiving
such information or document
from the Issuer; and
(h) the Debenture Trustee shall,
until the Final Settlement Date,
adhere to and comply with its
obligations and responsibilities
under the SEBI Debenture
Trustees Circular.
The Debenture Trustee, either through
Due Diligence Process of the Debenture
itself or its agents/advisors/ consultants,
Trustee
shall carry out requisite diligence to
verify the status of encumbrance and
valuation of the assets and whether all
permissions or consents (if any) as may
be required to create the security as
stipulated in the Key Information
Document and the Relevant Laws, has
been obtained. For carrying out the due
diligence as required in terms of the
Relevant Laws, the Debenture Trustee,
either through itself or its agents/
advisors/consultants, shall have the
power to examine the books of account
of the Issuer and to have the Issuer’s
assets inspected by its officers and/or
external auditors/ valuers/ consultants/
lawyers/ technical experts /
management consultants appointed by
the Debenture Trustee;
The Issuer shall provide all assistance to
the Debenture Trustee to enable
verification from the ROC, CERSAI,
depositories, information utility or any
other authority, as may be required,
where the assets and/or prior
encumbrances in relation to the assets
of the Issuer for securing the
Debentures, are registered / disclosed;
Further, in the event that existing charge
holders and/or the concerned trustee on
behalf of the existing charge holders (if
any), have provided conditional consent
/ permissions to the Issuer to create
further charge on the assets, the
Debenture Trustee shall also have the
power to verify such conditions by
reviewing the relevant transaction
documents or any other documents
executed between existing charge
holders and the Issuer. The Debenture

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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Trustee shall also have the power to

intimate the existing charge holders (if
any) about proposal of creation of further
encumbrance;
Without prejudice to the aforesaid, the
Issuer shall ensure that it provides and
procures all information,
representations, confirmations, and
disclosures as may be required by the
Debenture Trustee (in the sole
discretion of the Debenture Holders) to
carry out the requisite diligence in
connection with the issuance and
allotment of the Debentures, in
accordance with the Relevant Laws; and
The Debenture Trustee shall have the
power to independently appoint
intermediaries, valuers, chartered
accountant firms, practicing company
secretaries, consultants, lawyers and
other entities in order to assist in the
diligence by the Debenture Trustee
required under the Relevant Laws. All
costs, charges, fees and expenses that
are associated with and incurred in
relation to the
reports/certificates/documentation,
including all out-of-pocket expenses
towards legal or inspection costs,
travelling and other costs, shall be solely
borne by the Issuer.

Risk factors pertaining to the issue Please refer to Section 3 (Risk Factors)
of the General Information Document

Governing Law The Debentures and documentation will

be governed by and construed in
accordance with the laws of India and
the parties submit to the exclusive
jurisdiction of the courts in Chennai,
India. Notwithstanding anything stated
earlier, the Debenture Trustee has the
right to commence proceedings before
any other court or forum in India.

Note:

1. If there is any change in Coupon Rate pursuant to any event including lapse of certain time
period or downgrade in rating, then such new Coupon Rate and events which lead to such
change should be disclosed.

2. The list of documents which has been executed in connection with the issue and
subscription of debt securities shall be annexed.

3. While the debt securities are secured to the tune of 125% (one hundred and twenty-five
percent) of the Outstanding Principal Amounts or as per the terms of Key Information

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Document, in favour of Debenture Trustee, it is the duty of the Debenture Trustee to

monitor that the security is maintained.

4. The Issuer undertakes that:

(a) Debentures shall be considered as secured only if the charged asset is registered
with Sub-registrar and Registrar of Companies or CERSAI or Depository etc., as
applicable, or is independently verifiable by the Debenture Trustee;
(b) the Secured Assets on which the charge or security has been created meets the
hundred percent security cover or higher security cover, and the permissions or
consent to create any further charge on the Secured Assets has been obtained
from the existing creditors to whom the assets are charged, prior to creation of the
charge;
(c) Information on consents / permissions required for creation of further charge on
Secured Assets is adequately disclosed in Transaction Documents.
(d) All disclosures made in the Transaction Documents with respect to creation of
security are in conformity with the clauses of Debenture Trustee Appointment
Agreement.
5. The Issuer shall provide granular disclosures in this Key Information Document, with
regards to the “Object of the Issue” including the percentage of the issue proceeds
earmarked for each of the “object of the issue”.

As specified in this Key Information Document.

6. Future Borrowings
The Company shall be entitled to undertake Permitted Indebtedness by providing an
intimation to the Debenture Trustee and the Debenture Holders within 15 (fifteen) calendar
days from date of availing Permitted Indebtedness. Any other borrowing (including
Financial Indebtedness) can be undertaken by the Company pursuant to a prior written
consent of the Debenture Trustee ((acting on behalf of Majority Debenture Holders) and
shall be entitled to undertake any other borrowings or raise loans or create encumbrances
(including but not limited to senior or pari-passu or subservient) or avail financial assistance
in whatever form, and also issue promissory notes or debentures or other securities, with
the prior written consent of the Debenture Holders or the Debenture Trustee in this
connection. Notwithstanding anything contained in this Key Information Document, the
Company shall continue to comply with the financial covenants set forth in Section 3.2 (d)
(Financial Covenants) below.

7. Consent of directors, auditors, bankers to issue, solicitors or advocates to the issue,

legal advisors to the issue, lead managers to the issue, Registrar to the Issue, and
lenders (if required, as per the terms of the agreement) and experts.

Parties Consent
Directors Board resolution dated 12th July 2025, the copy of which is
attached in Annexure V of this Key Information Document.
Auditors Not applicable
Bankers Not applicable
Debenture Trustee Copy of the Debenture Trustee Appointment Agreement has
been set out in Annexure II of this Key Information
Document
Solicitors / Advocates Not applicable
Legal Advisors Not applicable
Registrar and Transfer Copy of the consent letter of the registrar and transfer agent
Agent has been set out in Annexure IX of this Key Information
Document.

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SECTION 3: TRANSACTION DOCUMENTS AND KEY TERMS

3.1 REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Company hereby represents and warrants, as follows:

(a) Authority and Capacity

The Company has been duly incorporated, organized and is validly existing, under
the Applicable Law.

The Company has the corporate power, authority and all Authorisations, including
registrations, to own and operate its assets and to carry on its business in
substantially the same manner as it is currently conducted.

The Company has not taken any action nor has any order been passed for its
winding-up, dissolution or re-organisation or for the enforcement of any security
over its assets or for the appointment of a liquidator, supervisor, receiver,
administrator, administrative receiver, compulsory manager, trustee or other
similar officer for it or in respect of its assets.

The Company has the legal right, power and authority to issue the Debentures and
enter into, deliver and perform the Transaction Documents and all other
documents and instruments required to be executed pursuant thereto or in
connection therewith, and such documents, when executed, will constitute valid
and binding obligations and be enforceable against the Company in accordance
with its terms.

The Company represents that all Authorisations, and actions of, filings with and
notices to any Governmental Authority, as may be required to be obtained by it in
connection with the execution, delivery and performance by the Company of the
Transaction Documents have been obtained.

(b) Validity and admissibility in evidence:

All Authorisations required:

to enable it lawfully to enter into, exercise its rights and comply with its obligations
in the Transaction Documents to which it is a party;

to make the Transaction Documents to which it is a party admissible in evidence

in its jurisdiction of incorporation; and

for it to carry on its business,

have been obtained or effected and are in full force and effect.

(c) Corporate Matters

The Company has provided the Debenture Trustee the copies of its constitutional
documents, and the copies of the constitutional documents of the Company
delivered to the Debenture Trustee are true and complete copies, and the
Company has complied with all the provisions of its constitutional documents and
in particular, has not entered into any ultra vires transaction. All the legal and
procedural requirements specified in the constitutional documents have been duly
complied with in all respects.

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The registers, documents and minute books (including the minutes of board and
shareholders meetings) required to be maintained by the Company under
Applicable Law:

are up-to-date and have been maintained in accordance with Applicable Law;

comprise complete and accurate records of all information required to be recorded

in such books and records; and

no notice that any of them are incorrect and/ or should be rectified has been
received.

(d) Valid and Binding Obligations

The obligations expressed to be assumed by the Company, under each of the

Transaction Documents to which it is a party, are legal, valid, binding and
enforceable.

The Company has taken all steps and done all acts to ensure that the Transaction
Documents (to which it is a party) are admissible in evidence in all courts of
competent jurisdiction.

(e) Non-conflict with other obligations

The entry into and performance by the Company of, and the transactions
contemplated by, the Transaction Documents to which it is a party do(es) not and
will not conflict with any Applicable Law, its constitutional documents or any
agreement or instrument binding upon it or any of its assets, including but not
limited to any terms and conditions of the existing Financial Indebtedness, if any,
of the Company.

(f) Accounts and Records

The books of accounts of Company have been fairly and properly maintained, the
accounts of Company have been prepared in accordance with the Applicable Law
and in accordance with applicable GAAP, so as to give a true and fair view of the
business (including the assets, liabilities and state of affairs) of Company.

The audited financial statements provided by the Company to the Debenture

Trustee have been prepared in accordance with GAAP consistently applied save
to the extent expressly disclosed in such financial statements.

The audited financial statements most recently supplied to the Debenture Trustee
give a true and fair view and represent its financial condition and operations during
the relevant Financial Year, except to the extent expressly disclosed in such
financial statements.

(g) Taxation Matters

As on the date hereof, Company has complied with all the requirements, as
specified under the respective Tax laws as applicable to it in relation to returns,
computations, notices and information which are or are required to be made or
given by Company to any Governmental Authority for taxation and for any other
Tax or duty purposes, have been made and are correct.

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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

As on the date hereof, Company has not received any written notice of any Tax
disputes or other liabilities of Taxes, including, but not limited to, any written notice
under 281 of the Income Tax Act, 1961, in respect of which a claim has been made
or notice has been issued or any amounts are pending or due against Company
(if applicable).

(h) Legal / Litigation Matters

There are no (i) outstanding orders/investigations of any Governmental Authority

or arbitration tribunal against the Issuer, (ii) lawsuits, arbitrations actions or
proceedings pending or, to the knowledge of the Issuer, threatened (in writing)
against the Issuer, or (iii) investigations by any Governmental Authority which are
pending or, to the knowledge of the Issuer, threatened (in writing) against the
Issuer, (iv) any unsatisfied judgment or award given against it by any court,
arbitrator or other body or; (v) any administrative proceedings of or before any
court, arbitral body or agency that have been threatened (in writing) or commenced
against the Issuer, which would have or which purport to have a Material Adverse
Effect on the business condition (financial or otherwise), operations, performance
or prospects of the Issuer or that purports to affect the Debentures or the Secured
Assets and Fixed Deposit, and/or an adverse impact on the ability of the Issuer to
consummate the transactions contemplated hereby or which relates to the legality,
validity, binding effect or enforceability of the Debenture Trust Deed.

(i) Assets

The Company is well possessed of and has good and marketable title to all its
properties including the Secured Assets and Fixed Deposit.

Save and except as expressly permitted under the Debenture Trust Deed and/or
the Transaction Documents, the Company has not created any Encumbrance over
the Security or any part thereof other than the Existing Security Interest.

The Transaction Documents executed in relation to creation of Security create in

favour of the Debenture Trustee, the Security which it is expressed to create, with
the ranking and priority it is expressed to have.

(j) Solvency

The Company is able to, and has not admitted in writing its inability to, pay its debts
as they mature and has not suspended making payment on any of its debts.

The Company, has not by reason of actual financial difficulties, commenced, or

intends to commence, negotiations with one or more of its creditors with a view to
rescheduling any of its indebtedness.

The value of the assets of the Company is more than its respective liabilities (taking
into account its contingent liabilities) and they have sufficient capital to carry on
their respective business.

No moratorium under the Code has been declared in respect of any Financial
Indebtedness of the Company.

No resolution plan has been prepared for the Company pursuant to “Prudential
Framework for Resolution of Stressed Assets” and/or “Resolution Framework for
COVID-19-Related Stress” of the RBI.

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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

No voluntary action has been taken for dissolution of the Company.

No application has been filed or steps have been taken before the National
Company Law Tribunal, RBI or any other Governmental Authority seeking the
commencement of an insolvency resolution process under the Code or any other
analogous law in respect of the Company.

The Company has not taken any action or step nor has any legal proceedings
commenced against it in relation to insolvency or winding up.

(k) Ranking

The obligations of the Company under the Transaction Documents do and will rank
higher than all its other present and future unsecured and subordinated creditors.

The Debenture shall rank pari passu: (A) with all other secured creditors of the
Company other than those creditors / lenders who are having a first charge; and
(B) inter se, in relation to its rights and benefits, without any preference or priority
of one over the other.

The Security Interest created over the Secured Assets shall rank subject to the
Existing Security Interest. It is clarified that the Fixed Deposit shall be exclusively
charged in favour of the Debenture Trustee and shall not be subject to Existing
Security Interest.

(l) Event of Default

No Event of Default has occurred and is continuing as on the Effective Date or is

likely to result from entering into or performance by the Company of any
Transaction Document to which it is a party.

No other event or circumstance is outstanding which constitutes an event of default

or termination event (however described) under any other agreement or instrument
which is binding on Company or to which the assets of the Company are subject.

(m) Material Adverse Effect

There is no Material Adverse Effect which has occurred and is existing in relation
to the business, condition or operations of the Company.

(n) Compliance with Laws

The Company is in compliance with, and has not breached any Applicable Law,
governing the Debentures, the Issue and the Transaction Documents.

Without prejudice to the generality of sub-clause (i) above, the Company shall
comply in all respects with any circular, guideline, direction, notification or rule
issued by any Governmental Authority with respect to the Issue.

The Company shall, wherever applicable, comply with all the provisions of SEBI
Debenture Trustees Regulations, the Companies Act, Share Capital and
Debenture Rules, Prospectus and Allotment of Securities Rules, and/or the
Transaction Documents and/or any other Applicable Law, regulation, notification,
circular, press release issued by SEBI/ RBI or any other Governmental Authority,
from time to time.

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The Company has not received any notice from any Governmental Authority with
respect to a violation and/or failure to comply with any Applicable Law or requiring
it to take or omit any action, which would affect the performance by the Company
of its obligations under the Transaction Documents.

(o) No Immunity

Neither, the Company nor any of their assets are entitled to immunity from suit,
execution, attachment or other legal process in its jurisdiction of incorporation.
Their entry into the Transaction Documents to which they are party or which are
issued by them (or on their behalf) constitutes, and the exercise of their rights and
performance of and compliance with their obligations under the Transaction
Documents will constitute, private and commercial acts done and performed for
private and commercial purposes.

(p) Information

All information provided by the Company are true and accurate in all respects.

Any financial projections provided by or on behalf of the Company in connection

with the Debentures were prepared on the basis of recent historical information
and on the basis of reasonable assumptions.

Any factual information contained in or provided by the Company for the purposes
of the Transaction Documents including the Key Information Document are true
and accurate in all respects as at the date it is provided or as at the date (if any) at
which it is stated.

Nothing has occurred or been omitted from the information so provided and no
information has been given or withheld that results in the information provided by
or on behalf of the Company being untrue or misleading in any respect.

Any expressions of opinion or intention provided by or on behalf of the Company

in connection with the Debentures, the Security or the Transaction Documents
were made after due and careful consideration and (at the time given) based on
reasonable grounds.

(q) Security

Save and except as set out in the Debenture Trust Deed, the Transaction
Documents executed or to be executed in relation to creation of Security constitute
will constitute legal, valid and enforceable Security Interest in favour of the
Debenture Trustee.

(r) No filing or stamp taxes

Under the law of India it is not necessary that the Transaction Documents be filed,
recorded or enrolled with any court or other authority in India or that any stamp,
registration or similar Tax be paid on or in relation to the Transaction Documents
or the transactions contemplated by the Transaction Documents, or CERSAI (if
applicable), the notarisation of the power(s) of the attorney and the stamp duties
already paid / to be paid on the Transaction Documents and the filing and
registration of the Memorandum of Entry with the sub-registrar of assurances in
relation to the Mortgaged Property.

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(s) Wilful Defaulter

The Company has not nor any of its directors, partners or members of the
Promoters, as applicable, have been identified as a wilful defaulter by the RBI.

No bank or financial institution has applied to the RBI to declare the Company, nor
any of its directors, partners or members of the Promoters as a wilful defaulter.

(t) Authorised Signatory

Each Person specified as an authorised signatory or power of attorney holder (as

applicable) of the Company in any document delivered to the Debenture Trustee
pursuant to the Transaction Documents is, subject to any notice to the contrary
delivered to the Debenture Trustee, authorised to sign all documents and notices
on behalf of the Company.

(u) Anti-Terrorism Laws

The Company (including its agents acting or benefiting in any capacity in

connection with the Debentures) are not:

(i) dealing in, or otherwise engaged in any transaction relating to, any
property or interest in property blocked pursuant to any Anti-Terrorism
Laws;
(ii) engaged in or conspiring to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempting to violate,
any Anti-Terrorism Laws; or

(iii) engaging or has engaged in any transaction that violates any of the
applicable prohibitions set forth in any Anti-Money Laundering Law
applicable to such Person.

(v) Anti-Corruption Laws

(i) The Company and each of its officers, directors, employees and agents is
in compliance with applicable Anti-Corruption Laws.

(ii) The Company has instituted and maintain policies and procedures
designed to promote and achieve compliance with Anti-Corruption Laws.

(w) Anti-Money Laundering

The operations of the Company are and have been conducted at all times in
compliance with applicable Anti-Money Laundering Laws and no action, suit or
proceeding by or before any Governmental Authority, court, body or any arbitrator
involving the Company, with respect to any Anti-Money Laundering Laws is
pending.

(x) Repeating Nature of Representations and Warranties

The Company hereby expressly represents and warrants that each of the
representation and warranty set out hereinabove is true and accurate as on the
Effective Date and shall continue to be true and accurate on each Due Date until
the Final Settlement Date.

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3.2 COVENANTS OF THE ISSUER:

(A) AFFIRMATIVE COVENANTS

The Issuer covenants the following to the Debenture Trustee, until the full and final
repayment of the Outstanding Amounts and Redemption Amounts, unless otherwise
agreed to by the Debenture Trustee:
(a) Use of Proceeds
use the proceeds of the Issue only for the Purpose and in accordance with
Applicable Law and the Transaction Documents.
(b) Costs and Expenses
pay all reasonable costs, charges and expenses in any way incurred by the
Debenture Trustee towards protection of the Debenture Holders' interests,
including traveling and other allowances and such taxes, duties, costs, charges
and expenses in connection with or relating to the Debentures subject to such
expenses, costs or charges being approved in writing by the Issuer before they are
incurred and shall not include any foreign travel costs.
(c) Loss or Damage by Uncovered Risks
promptly inform the Debenture Trustee and the Debenture Holders of any material
loss or significant damage which the Issuer may suffer due to any force majeure
circumstances or act of God, such as earthquake, flood, tempest or typhoon, etc.
against which the Issuer may not have insured its properties.
(d) Furnish Information to Debenture Trustee

(i) provide to the Debenture Trustee or its nominee(s)/agent(s) such

information/copies of relevant extracts as they may require on any matters
relating to the business of the Issuer or to investigate the affairs of the
Issuer;

(ii) allow the Debenture Trustee to make such examination and investigation
as and when deemed necessary and shall furnish the Debenture Trustee
with all such information as they may require and shall pay all reasonable
costs, charges and expenses incidental to such examination and
investigation;

(iii) provide to the Debenture Trustee or its nominee(s)/agent(s) such

information/copies of relevant extracts as they may require for the purpose
of filing any relevant forms with any Governmental Authority (including but
not limited to the CERSAI) in relation to the Debentures, and the Secured
Assets and Fixed Deposit;

(iv) within 45 (forty five) days of each Quarterly Date or within 7 (seven) days
of any relevant meeting of the board of directors, whichever is earlier,
furnish reports/quarterly reports to the Debenture Trustee (as may be
required in accordance with Applicable Law) containing the following
particulars:
(A) updated list of the names and addresses of the Debenture Holders
along with the number of Debentures held by each Debenture
Holder,
(B) details of the interest due, but unpaid and reasons thereof,
(C) the number and nature of grievances received from the Debenture
Holders and resolved and unresolved by the Issuer along with the
reasons for the same, and

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(D) a statement that the Secured Assets are sufficient to discharge

the claims of the Debenture Holders as and when they become
due;

(v) (to the extent applicable) promptly inform the Debenture Trustee of any
major or significant change in composition of the board of directors of the
Issuer, which may result in a change in control of the Issuer in accordance
with the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011; and

(vi) inform the Debenture Trustee of any amalgamation, demerger, merger or

corporate restructuring or reconstruction scheme proposed by the Issuer.
(e) Pay Stamp Duty
pay all such stamp duty (including any additional stamp duty), other duties, taxes,
charges and penalties, if and when the Issuer may be required to pay according to
the applicable state laws. In the event the Issuer fails to pay such stamp duty, other
duties, taxes and penalties as aforesaid, the Debenture Trustee shall be at liberty
(but shall not be bound) to pay such amounts and the Issuer shall reimburse the
aforementioned amounts to the Debenture Trustee on demand.
(f) Audit and Inspection
permit visits and inspection of books of records, documents and accounts to the
Debenture Trustee as permitted pursuant to the Applicable Law and
representatives of Debenture Holders as and when required by them.
(g) Internal Control
maintain internal control for the purpose of:
(i) preventing fraud on amounts / monies lent by the Issuer; and
(ii) preventing money being used for money laundering or illegal purposes.
(h) Redressal of Grievances
promptly and expeditiously attend to and redress the grievances, if any, of the
Debenture Holders. The Issuer further undertakes that it shall promptly comply
with the suggestions and directions that may be given in this regard, from time to
time, by the Debenture Trustee and shall advise the Debenture Trustee
periodically of the compliance.
(i) Comply with Investor Education and Protection Fund Requirements
comply with the provisions of the Companies Act relating to transfer of unclaimed/
unpaid amounts of interest on Debentures and redemption of Debentures to
Investor Education and Protection Fund ("IEPF"), if applicable to it. The Issuer
hereby further agrees and undertakes that until the Final Settlement Date it shall
abide by the regulations, rules or guidelines/listing requirements if any, issued from
time to time by the Ministry of Corporate Affairs, RBI, SEBI or any other competent
Governmental Authority.
(j) Corporate Governance
comply with any corporate governance requirements applicable to the Issuer (as
may be prescribed by the SEBI, any stock exchange, or any Governmental
Authority).
(k) Compliance with Anti-Money Laundering Laws and Standards
(i) The Company shall not: (A) engage in corrupt practices, fraudulent
practices, or other illegal practices in connection with their business and
operations, or (B) engage in money laundering or in breach of any anti-
money laundering laws including Prevention of Money Laundering Act,
2002 and all circulars issued by the RBI in relation to money laundering;

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or (C) engage in the financing of terrorism.

(ii) The Company shall: (A) comply with all anti-money laundering laws and
combating the financing of terrorism laws and obtain all Authorisations
required in connection thereto under Applicable Law; (B) take all steps
to comply with their obligations under all anti-money laundering laws (as
amended or enacted from time to time); and (C) further, also comply with
the prevention of money laundering and combating the financing of
terrorism standards, as may be set out by the Debenture Trustee, from
time to time.
(l) Compliance with Laws
(i) The Company shall comply in all respects with all Applicable Laws to
which it may be subject to.
(ii) Without prejudice to the generality of sub-clause (i) above, the Company
shall, at all times, be in compliance with all provisions of Act (including
but not limited to the Share Capital and Debenture Rules and
Prospectus and Allotment of Securities Rules), SEBI Debenture
Trustees Regulations, SEBI Debenture Trustees Master Circular, SEBI
NCS Regulations, SEBI NCS Master Circular, SEBI LODR Regulations,
SEBI LODR Master Circular, and/or any other Applicable Law,
regulation, notification, circular, press release issued by SEBI / RBI, from
time to time.
(m) Right to Appoint Nominee Director / observer
The Debenture Trustee shall have the right to appoint 1 (one) nominee director/
observer on the Board, at any time, upon the occurrence of an Event of Default
and in accordance with the terms set out in Schedule 6 (Nominee Director) of the
Debenture Trust Deed (“Nominee Director”). Upon the occurrence of such event
as mentioned in the Debenture Trust Deed, the Issuer shall appoint the Nominee
Director forthwith on receiving a nomination notice from the Debenture Trustee.
The Issuer shall amend its charter documents if required by the Debenture
Trustee/ Debenture Holders to provide for the appointment of the Nominee Director
by the Debenture Trustee and obtain all consents, as may be required, for this
purpose within such time as may be mutually agreed between the Parties.
(n) Shareholding
The Issuer shall ensure that during the Tenor of the Debentures:
(i) Dr. Harin Haridas Kanani to continue to remain on the Board of the Issuer;
and
(ii) Promoter and promoter group shall hold minimum 45% (forty-five percent)
shareholding in the Issuer.
(o) Execution of Transaction Documents / Creation of Security
in the event of any delay in the execution of any Transaction Document (including
the Debenture Trust Deed, Indenture of Mortgage or the Deed of Hypothecation)
or the creation and perfection of security in terms thereof, the Issuer will, at the
option of the Debenture Holders, either:
(i) if so required by the Debenture Holders, refund the Application Money
together with interest (including interest accrued) at the Coupon Rate /
discharge the Secured Obligations; and/or
(ii) pay to the Debenture Holders additional Interest at the rate of 2% (two
percent) per annum on the Outstanding Principal Amounts in addition to
the Coupon Rate until the relevant Transaction Document is duly executed
or the security is duly created and perfected in terms thereof or the
Secured Obligations are discharged (whichever is earlier).

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(p) Recovery Expense Fund

The Company hereby agrees and undertakes that it shall create a recovery
expense fund in the manner as set out in NCS Regulations and the SEBI
Debenture Trustees Master Circular or such other circulars as may be specified by
the SEBI from time to time and shall inform the Debenture Trustee of the same in
writing.
Without prejudice to the generality of the foregoing, the Company shall ensure
compliance with the SEBI NCS Regulations, as amended/ supplemented from time
to time in relation to the creation and maintenance of the recovery expense fund,
the key provisions of which are as follows:
(i) Creation of Recovery expense fund: The Company shall deposit cash or
cash equivalents including bank guarantees towards the contribution to
recovery expense fund with the designated stock exchange and submit
relevant documents evidencing the same to the Debenture Trustee from
time to time The Company shall ensure that the bank guarantees remains
valid for a period of six months post the maturity date of the Debentures.
The Company shall keep the bank guarantees in force and renew the bank
guarantees at least seven working days before its expiry, failing which the
designated stock exchange shall invoke such bank guarantee.
(ii) Utilisation of recovery expense fund: In the event of default, the Debenture
Trustee shall obtain the consent of Debenture Holders for enforcement of
security and shall inform the same to the designated stock exchange. The
amount lying in the recovery expense fund shall be released by the
designated stock exchange to the Debenture Trustee within five working
days of receipt of such intimation. The Debenture Trustee shall keep a
proper account of all expenses incurred out of the funds received from
recovery expense fund towards enforcement of Security.
(iii) Refund of recovery expense fund to the Company: The balance in the
recovery expense fund shall be refunded to the Company on repayment
to the Debenture holders for which a ‘No Objection Certificate (NOC)’ shall
be issued by the Debenture Trustee(s) to the designated stock exchange.
The Debenture Trustee shall satisfy that there is no ‘default’ on any other
listed debt securities of the Company before issuing the NOC.
(q) Further Assurances
(i) comply with any monitoring and/or servicing requests from Debenture
Holders;
(ii) execute and/or do, at its own expense, all such deeds, assurances,
documents, instruments, acts, matters and things, in such form and
otherwise as the Debenture Trustee may reasonably or by Applicable Law
require or consider necessary in relation to enforcing or exercising any of
the rights and authorities of the Debenture Trustee;
(iii) promptly obtain, comply with and maintain all necessary Authorisations,
licenses, consents and approvals required under Applicable Law
(including to enable it to perform its obligations under the Transaction
Documents, to ensure the legality, validity, enforceability or admissibility
of the Transaction Documents);
(iv) comply with:
(A) all Applicable Law (including but not limited to the Companies Act,
the SEBI Debt Listing Regulations, the environmental, social and
taxation related laws, all directions issued by the RBI (to the extent
applicable), as applicable in respect of the Debentures and obtain
such regulatory approvals as may be required from time to time,

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(B) the Debenture Trustees Regulations as in force from time to time,

in so far as they are applicable to the Debentures and furnish to
the Debenture Trustee such data, information, statements and
reports as may be deemed necessary by the Debenture Trustee
in order to enable them to comply with the provisions of Regulation
15 of the Debenture Trustees Regulations thereof in performance
of their duties in accordance therewith to the extent applicable to
the Debentures,
(C) the provisions of the Companies Act in relation to the Issue,
(D) procure that the Debentures are rated and continue to be rated
until the Final Settlement Date,
(E) ensure that, at time of making any payment of interest or
repayment of the principal amount of the Debentures in full or in
part, the Issuer shall do so in the manner that is most tax efficient
for the Debenture Holders but without, in any way requiring the
Issuer to incur any additional costs, expenses or taxes and the
Issuer shall avail of all the benefits available under any treaty
applicable to the Issuer and/or the Debenture Holders, and
(F) if so required, the requirements prescribed under Chapter XI
(Operational framework for transactions in defaulted debt
securities post maturity date/ redemption date) of the SEBI Debt
Listing Regulations, and provide all details/intimations to the
Debenture Trustee, the Depositories, and BSE (as the case may
be) in accordance with the aforementioned requirements;
(v) it will provide all necessary documents, assistance and cooperation in
respect of any credit assessment of the Issuer undertaking by any of the
Debenture Holders, any representative of the Debenture Holders, or any
potential investors/transferees. Such information shall include, but not be
limited to, the most recent financial information of the Issuer, rating letter
and rating rationales in respect of the Debentures, copies of the relevant
corporate authorizations of the Issuer and the latest profile in respect of
the Issuer.
(vi) Submit such other disclosures/ information to the Debenture Trustee, as
may be required and within the timelines as provided under the SEBI
Debenture Trustees Regulations and/or other Applicable Laws.
(vii) The Company shall ensure that the Security shall not be subject to any
further Encumbrance (including but not limited to senior or pari-passu or
subservient), in any manner, without the prior written consent of the
Debenture Trustee.
(viii) The Company shall co-operate with the Debenture Trustee to enable it to
make necessary filings in connection with the creation of Security under
the Transaction Documents with the CERSAI (if applicable).
(ix) The Company hereby gives its specific consent to the Debenture Trustee
for disclosing or submitting the ‘financial information’ as defined under the
Code, in respect of the Debentures to any Information Utility, read with the
relevant Regulations/ Rules framed thereunder, as amended and in force
from time to time and as specified there under from time to time, in respect
of the Debentures issued by the Company in terms of the Debenture Trust
Deed and in respect the security, mortgage and charge created/given to
secure the repayment of Outstanding Amounts under the Debenture Trust
Deed, to any ‘Information Utility’ (“IU”) as defined in Section 3 (21) of the
Insolvency Code, in accordance with the relevant regulations framed

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under the Insolvency Code, and directions issued by the RBI from time to
time and hereby specifically agrees to promptly authenticate the ‘financial
information’ submitted by the Debenture Trustee, as and when requested
by the concerned Information Utility.
(r) Compliance with Transaction Documents
The Issuer shall ensure that it shall comply with and perform all and such other
conditions all and such other conditions as mentioned in detail in and under the
Transaction Documents.
(s) The Issuer shall ensure that any promoter loans and related party loans shall
remain subordinate to the Debentures.

(B) NEGATIVE COVENANTS

The Issuer shall not take any action in relation to the items set out below without the prior
written consent of the Debenture Trustee.

The Debenture Trustee shall provide its prior written consent/dissent within 30 (thirty)
calendar days after receiving a request to provide its consent. PROVIDED THAT in respect
of the matters set out in sub-point (b), (d), or (g) below, where no consent/rejection is
provided by the Debenture Trustee (acting on behalf of the Debenture Holders) within 30
(thirty) days from the date of receipt of the request from the Issuer, the Issuer may proceed
for such action for which the consent was sought as if no-objection was received,
presuming a deemed consent from the Debenture Trustee, as long as such action does
not result in an Event of Default. In case of rejection by Majority Debenture Holders, the
Issuer shall have the right to prepay the Outstanding Amounts and Redemption Amount
without any prepayment penalty to the Debenture Holders as more particularly set out in
Clause 2.7 above.

Any request under this provision must be accompanied by all relevant information
substantiating the request to enable the Debenture Holders to make a reasoned decision.
The Debenture Trustee reserves the right to take the consent of the Majority Debenture
Holders prior to any such approval/dissent, if it deems necessary.

(a) Change of Business/Constitutional Documents

The Company shall not, without the prior written consent of the Debenture Trustee
(acting on the instructions of the Debenture Holders):
(i) make any change in the nature and conduct of its business (from what is
being carried out as on the date hereof);
(ii) undertake any sale of assets/ business/ division that has the effect of
exiting the business or re-structuring of the existing business; and
(i) any changes or amendments to its Constitutional Documents other than
any changes in relation to the following:
(A) increase in authorised share capital of the Issuer and/or any re-
classification of the share capital of the Issuer,
(B) any appointment of any observer on the board of directors of the
Issuer on behalf of any investor,
(C) any appointment of any nominee director on the board of directors
of the Issuer on behalf of any investor, and
(D) any change in the articles of association of the Issuer as a result
of any amendment in the shareholders' agreement entered with
any shareholder / investor, provided that such amendment(s) are
not prejudicial to the interest of the Debenture Holder of this Issue.
(b) Dividend

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if an Payment Default has occurred and is subsisting / continuing, declare or pay

any dividend to its shareholders (including holders of preference shares) during
any Financial Year.
(c) Merger, Consolidation, etc.
enter into any merger, de-merger, consolidation, re-organization, scheme of
arrangement or compromise with its creditors or shareholders or effect any
scheme of amalgamation or reconstruction.
(d) Disposal of Assets or business
(i) sell, assign, transfer, or otherwise dispose of in any manner whatsoever
any material assets, business or division of the Issuer (whether in a single
transaction or in a series of transactions (whether related or not) or any
other transactions which cumulatively have the same effect); and
(ii) dispose of any of its assets other than in the ordinary course of business.
(e) Lending and Investments
directly or indirectly lend to (i) any of its group companies (except Neogen Ionics
Limited), or (ii) its promoters (as defined in the Act), or (iii) any Related Party, of
the Issuer.
(f) Immunity
claim for itself or its Assets immunity from any suit, execution, attachment (whether
in aid of execution, before judgment or otherwise) or other legal process in any
jurisdiction.
(g) Related Party Transactions
enter into any transactions with any Related Party of the Issuer, other than
transactions which are at arm's length basis and which are in the ordinary course
of business of the Issuer.
(h) Management Control
any material change in the Management Control of the Issuer from that subsisting
as on the effective date from the execution of the Debenture Trust Deed.
(i) Repayment of existing indebtedness
The Issuer shall not make any repayment of any of its financial indebtedness owed
to the Promoter and / or related party without prior consent from the Debenture
Holders; and
(j) Sale of Shares
The Company shall ensure and procure that the Promoter does not sell, transfer,
or dispose of shares held by the Promoter or the promoter group. Save and except
that any inter-se transfers within the Promoters or the promoter group shall not be
restricted or subject to any prior consent of the Debenture Trustee.
(k) Encumbrance
The Company shall ensure that neither the Promoter nor any other member of the
promoter group create any pledge / encumbrance on more than 5% (five percent)
of the total shares of the Issuer.
(l) Incremental Debt
The Company shall not avail or undertake any further borrowing (including
Financial Indebtedness) other than Permitted Indebtedness without the prior
written consent of the Debenture Trustee (acting on behalf of Majority Debenture
Holders).
(m) Miscellaneous
(i) Claim any immunity or limitation of liability against any payment obligations
arising towards the Debenture Holders;

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(ii) Enter into any compromise arrangement with its shareholders or creditors,
pass a resolution of voluntary winding up or implement any scheme for
restructuring or reconstruction, consolidation, amalgamation, merger or
other similar purposes;
(iii) The Company shall not change its financial year-end from 31st March (or
such other date as may be approved by Majority Debenture Holders)
without the prior written consent of the Debenture Trustee;
(iv) purchase, buyback, or retire any of its issued shares or reduce its share
capital or resolve to do any of the foregoing other than in case of employee
stock option plan;
(v) permit or undertake any change in capital structure that would lead to a
reduction in the paid-up capital or authorized capital of the Issuer.

(C) REPORTING COVENANTS

The Issuer shall provide or cause to be provided to the Debenture Trustee, and to any
Debenture Holder (if so requested by such Debenture Holder), including on any online
reporting platform notified to the Issuer, in form and substance reasonably satisfactory to
the Debenture Trustee, each of the following items:
(a) Yearly Reporting
(i) As soon as available, and in any event within 90 (ninety) calendar days
after the end of each Financial Year, a certificate signed by an
independent chartered accountant stating that the Issuer is in compliance
with all the financial covenants on the basis of the audited financial
statements of the Issuer
(ii) As soon as available, and in any event within 180 (one hundred and eighty)
calendar days after the end of each Financial Year, provide a copy of the
annual report of the Company.
(b) Half Yearly Reporting
Within 45 (forty-five) calendar days after the first half of the financial year and within
60 (sixty) calendar days for the latter half of the financial year, the Issuer shall
provide the Debenture Trustee:
(i) a certificate from the independent chartered accountant certifying that the
Debenture Holders have a subservient charge on the Secured Assets and
it is maintaining a Minimum Security Cover and the Debenture Holders
have an exclusive charge on the Fixed Deposit; and
(ii) provide details of any Financial Indebtedness and / or advances extended
to and/ or availed from its Related Parties and outstanding amounts in
relation to such Financial Indebtedness, in the form and manner as
specified by the Debenture Trustee;

(iii) provide details of any transactions entered into with its Related Parties,
including, but not limited to, the ledger account of the Promoter and the
balances outstanding, in a format specified by the Debenture Trustee;

(iv) information on (i) segmental revenue, (ii) top 10 (ten) customers and
vendors, (iii) inventory ageing, (iv) debtors ageing, (v) creditors ageing, (vi)
location wise production capacity and utilization levels, (vii) geography
wise list of items imported and exported along with amounts, (viii) monthly
debt repayments due projected till the Final Settlement Date.

(c) Quarterly Reporting

Within 60 (sixty) calendar days after each Quarterly Date:

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(i) a certificate signed by the Chief Financial officer or an authorised officer

of the Issuer acceptable to the Debenture Holders stating that the Issuer
is in compliance with all the financial covenants on the basis of the most
recent unaudited quarterly financial statements of the Issuer;
(ii) certified copies of quarterly financial statements along with schedules for
the most recent quarter; and
(iii) furnish Security Cover certificate from the statutory auditor certifying the
book values of the assets provided in such certificate and ensure
compliance with the SEBI Monitoring Requirements.
(d) Event Based Reporting:
Without prejudice to the quarterly reporting or any other such reporting as required
under and submitted pursuant to the Debenture Trust Deed, the Issuer shall report
to the Debenture Trustee within such number of days as set out below. The Issuer
shall, as the case may be, report these details of the occurrence of such events in
the format acceptable to the Debenture Trustee:
Within 1 (one) calendar day
(i) Any dispute, litigation, investigation or other proceeding against the Issuer
which results in a Material Adverse Effect;
(ii) Any Event of Default or potential Event of Default by the Company, its
Subsidiaries or its Promoter(s), and any steps taken/ proposed by the
Issuer to remedy the same;
(iii) Application for filing of an insolvency petition under IBC before the relevant
National Company Law Tribunal by or against the Issuer;
(iv) Any event having a Material Adverse Effect;
(v) Winding up proceedings being initiated against the Issuer;
(vi) insolvency proceedings being initiated against any of the Personal
Guarantors;
Within 5 (five) calendar days:
(vii) Change in the composition of its Board of the Issuer;
(viii) Change in Management Control and / or senior management officials of
the Issuer (any chief experience officer or equivalent);
(ix) any material change in the accounting policy of the Issuer other than on
account of requirements pursuant to the Applicable Law;
(x) any change in the Constitutional Documents other than any changes in
relation to the following:
(E) increase in authorised share capital of the Issuer and/or any re-
classification of the share capital of the Issuer,
(F) any appointment of any observer on the board of directors of the
Issuer on behalf of any investor,
(G) any appointment of any nominee director on the board of directors
of the Issuer on behalf of any investor, and
(H) any change in the Constitutional Documents as a result of any
amendment in the shareholders' agreement entered with any
shareholder/investor;
PROVIDED THAT the change(s) or amendment(s) referred to in (A) to (D)
above shall not be prejudicial to the interests of the Debenture Holders;

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(xi) details of any new segment of business other than the business carried
out by the Issuer as of the effective date from the execution of the
Debenture Trust Deed;
Within 15 (fifteen) calendar days
(xii) Change in promoter’s shareholding structure of the Issuer;
(xiii) details of the occurrence of any fraud amounting to more than 1% (one
percent) of the revenue of the Issuer;
(xiv) details of any Permitted Indebtedness incurred by the Company;
As soon as the available, and in any case,
(xv) promptly, notice of any change in the auditors of the Company, signed by
one of its directors or its company secretary;
(xvi) promptly on any amalgamation, merger or reconstruction scheme
proposed by the Issuer;
(xvii) promptly furnish all information and document required under Applicable
Law and for the protection of interest of the Debenture Holder(s), to the
Debenture Trustee;
(xviii) promptly, notice of any change in the authorised signatories of the Issuer,
signed by one of its directors or its company secretary, whose specimen
signature has previously been provided to the Debenture Trustee,
accompanied (where relevant) by a specimen signature of each new
signatory;
(xix) promptly, if it has notice of any suit, or proceeding of material nature that
has been initiated against it;
(xx) promptly upon its occurrence, information of any Debenture Delisting
Event which may have material adverse effect;
(xxi) promptly upon such failure, if it fails to list the Debentures on the Stock
Exchange in accordance with this Agreement, the information regarding
such failure and reasons for such failure.
(xxii) any fraud/ default by any member of the Promoter or Key Managerial
Personnel or by the Company or arrest of any Key Managerial Personnel
or any member of the Promoter. In this regard, the Company shall ensure
that the Promoter provides access to such information to the Debenture
Trustee;
(xxiii) The Issuer shall comply with all applicable provisions of the SEBI
Guidelines, as in force from time to time, in so far as they are applicable
to the Issue and undertakes to furnish to the Debenture Trustee such data,
information, statements, certificates and reports in accordance with the
SEBI Guidelines and all other Applicable Law or as may be deemed
necessary by the Debenture Trustee in order to enable it to comply with
the provisions thereof in performance of its duties in accordance therewith
to the extent applicable to the Issue and to enable the Debenture Trustee
to conduct continuous and periodic due diligence and monitoring of the
Security created and the following reports/ certification, as applicable, as
more specifically set out below within the stipulated timelines:

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S. Reports/Certificates Timelines for Timeline for submission

No. submission of reports/ certifications
requirements by Issuer by Debenture Trustee to
to Debenture Trustee Stock Exchange
1. Security cover Quarterly basis within 30 Quarterly basis within 75
certificate (thirty) days from end of (seventy five) days from
each Financial Quarter or end of each Financial
A statement of value for
within such timelines as Quarter (other than March
interest service reserve
prescribed under 31 of the relevant
account or any other
Applicable Law. Financial Year) and within
form of security offered,
90 (ninety) days from
if applicable March 31 of the relevant
Financial Year or within
such timelines as
prescribed under
Applicable Law.
2. Financials/ value of Annual basis within 45 Annual basis within 75
guarantor prepared on (forty five) days from end (seventy five) days from
basis of audited of each Financial Year or end of each Financial Year
financial statements, within such timelines as or within such timelines as
etc. of each Corporate prescribed under prescribed under
Guarantor, if applicable Applicable Law. Applicable Law.
3. Net worth certificate of Half yearly basis within Half yearly basis within
guarantor (secured by 30 days from end of 75 days from end of each
way of personal each half-year or within half-year.
guarantee) such timelines as
prescribed under
Applicable Law
4. Valuation report and Once in 3 (three) years Once in 3 (three) years
title search report for within 45 (forty five) days within 75 (seventy five)
the immovable/ from the end of the days from the end of the
movable assets, as Financial Year or within Financial Year or within
applicable such timelines as such timelines as
prescribed under prescribed under
Applicable Law. Applicable Law.

(e) Miscellaneous:
(i) The Company shall provide to the Debenture Trustee, at the same time,
in electronic form or fax, copies of all material documents dispatched by
the Company to its shareholders generally (or any class of them) or its
creditors generally (or any class of them) at the same time as they are sent
to shareholders/ creditors.
(ii) The Company shall on or prior to any Deemed Date of Allotment, provide
a copy of the Key Information Document and notify the Debenture Trustee
of any material change in information set out in the Key Information
Document.
(iii) The Company shall promptly supply certified copies to the Debenture
Trustee of any Authorisations required under any Applicable Law to enable
it to perform its obligations under the Transaction Documents and to
ensure the legality, validity, enforceability or admissibility in evidence in
the courts of competent jurisdiction.
(iv) The Company shall, on a best effort basis, provide any additional
information to the Debenture Trustee which is permissible as per

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Applicable Law, as may be required by the Debenture Holders (or any of

them).
(v) The Company shall provide to the Debenture Trustee, the number and
nature of grievances received from Debenture Holders and (a) resolved
by the company (b) unresolved by the company and the reasons for the
same.
(vi) The Company shall comply with all provisions and provide all information
to the Debenture Trustee and the Stock Exchanges in accordance with the
SEBI Guidelines and all other Applicable Law.
(vii) The Company undertakes to provide (a) all information and documents
required to be submitted to the Debenture Trustee, to enable it to carry out
the due diligence in terms of the SEBI Due Diligence Requirements; (b)
necessary reports and certificates to the Stock Exchange and SEBI (and
make the necessary disclosures on its website), in terms of the SEBI
Monitoring Requirements; (c) SEBI Debenture Trustees Regulations; and
(d) half yearly reports in the format provided under the SEBI NCS Master
Circular, within the timelines stipulated therein, and such other information
as may be required to be furnished under SEBI Guidelines, circulars and
regulations.
(viii) The Company shall comply with all applicable provisions of the SEBI
Guidelines, as in force from time to time, in so far as they are applicable
to the Issue and furnish to the Debenture Trustee such data, information,
statements and reports in accordance with the SEBI Guidelines and all
other Applicable Law or as may be deemed necessary by the Debenture
Trustee in order to enable it to comply with the provisions thereof in
performance of its duties in accordance therewith to the extent applicable
to the Debentures.
(ix) Inform and provide the Debenture Trustee with applicable documents in
respect of the following:
(A) notice of any Event of Default or potential Event of Default; and
(B) any and all information required to be provided to the Debenture
Holders under Applicable Law and the listing agreement to be
entered into between the Issuer and the BSE.
(x) Provide details of any material litigation, arbitration or administrative
proceedings the value of which exceeds 20% (twenty percent) of the profit
after tax of the previous financial year of the Issuer;

(D) FINANCIAL COVENANTS

The Company shall from the Deemed Date of Allotment till the Final Settlement Date
comply with the following Financial Covenants:
On half-yearly basis:
(a) The Issuer shall at all times during the tenure of the Debentures, maintain a debt
service coverage ratio of more than 1.20x (one point two zero times).
(b) The Issuer shall maintain a ratio of A:B of less than 4.5x (four point five times)
from the Deemed Date of Allotment up to 31st March 2026 and less than 4x (four
times) from 1st April 2026 up to the Final Settlement Date, where A is the Net
Debt of the Issuer, and B is the trailing 12 (twelve) month EBIDTA of the Issuer;
(c) The Issuer shall maintain its current ratio (i.e. current assets less current
liabilities excluding current maturity of long term loan) of more than 1.33x (one

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point three three times);

(d) The Issuer shall maintain a ratio of A:B of less than 1.6x (one point six times)
from the Deemed Date of Allotment up to 31st March 2026 and of less than 1.5x
(one point five times) from 01st April 2026 until the Final Settlement Date, where
A is the Net Debt of the Issuer, and B is the Tangible Net Worth of the Issuer;
(e) The Issuer shall maintain a ratio of A:B of less than 2.5x (two point five times)
from the Deemed Date of Allotment up to 31st March 2026 and of less than 2.0x
(two times) from 1st April 2026 up to the Final Settlement Date, where A is the
total outstanding liabilities of the Issuer, and B is the Tangible Net Worth of the
Issuer;
(f) The Issuer shall maintain a ratio of A:B of less than 0.9x (zero point nine times)
from the Deemed Date of Allotment up to 31st March 2026 and less than 0.7x
(zero point seven times) from 1st April 2026 up to the Final Settlement Date,
where A is the Net Working Capital of the Issuer, and B is the operating income
(revenue from operations) of the Issuer;
On a quarterly basis:
(g) The Issuer shall ensure that sales (revenue from operations) of at least INR
150,00,00,000/- (Indian Rupees One Hundred and Fifty Crores Only) are
recorded and reported every quarter.
(h) The Company shall remain profitable as per its financial statements excluding
exceptional items.
(i) The Issuer shall maintain EBIDTA of at least 14% (fourteen percent).
It is hereby clarified that all of the above Financial Covenants shall be tested on a quarterly
basis i.e. on June 30, September 30, December 31 and March 31 of each Financial Year
during the tenor of the Debentures, starting from September 30, 2025. The Company shall
provide all necessary information and relevant documents as may be required by the
Debenture Trustee for the purpose of monitoring the Financial Covenants.

(E) EVENTS OF DEFAULT

Without prejudice to the other rights of the Debenture Trustee (acting for the benefit of the
Debenture Holders) under the Debenture Trust Deed, the Debenture Trustee shall be inter
alios entitled to exercise its rights under Clause 32 (Consequences of an Event of Default)
in the event of occurrence of any of the following events (“Event of Default”) at the place
at and in the currency in which it is expressed to be payable.

(a) Non-Payment

The Company fails to pay any amount due and payable pursuant to any Transaction
Document on any Due Date, at the place and in the currency in which it is expressed to be
payable (“Payment Default”).

(b) Insolvency/Inability to Pay Debts

(i) Issuer is unable or admits in writing its inability to pay its debts as they mature or
suspends making payment of any of its debts, by reason of actual or anticipated
financial difficulties or proceedings for taking it into liquidation have been admitted
by any competent court or a moratorium or other protection from its creditors is
declared or imposed in respect of any indebtedness of the Issuer.
(ii) A petition for reorganization, arrangement, adjustment, winding up or composition
of debts of the Issuer is filed on the Issuer (voluntary or otherwise) or have been
admitted by any competent court or tribunal, or makes an assignment for the

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benefit of its creditors generally and such proceedings are not contested by the
Issuer for staying or such proceedings are not stayed, quashed and/or dismissed
within 15 (fifteen) days.
(iii) Any proceedings for liquidating the Issuer have been admitted by any competent
court or tribunal.

(c) Misrepresentation

Any representation, warranty, information, statement or covenant made or deemed to be

made by the Company in any Transaction Document, notice, certificate, statement and/or
any other document made / provided by the Company to the Secured Parties is or is proven
to have been incorrect or misleading in any respect when made or deemed to be made.

(d) Material Adverse Effect

The occurrence of a Material Adverse Effect, in the sole determination of the Debenture
Trustee (acting on the instructions of the Majority Debenture Holders).

(e) Cross Default

(i) The Issuer:

(A) defaults in any payment of any of its other Financial Indebtedness;

(B) defaults in the observance or performance of any agreement or condition

relating to any Financial Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause or to permit the holder or holders of such Financial
Indebtedness to cause (determined without regard to whether any notice
is required) any such Financial Indebtedness to become due prior to its
stated maturity, and such Financial Indebtedness of the Issuer is declared
to be due and payable;

(C) Payment acceleration in any other Financial Indebtedness of the Issuer or

of its subsidiaries or of its promoters, by whatever name called whether as
a result of an event of default or breach of any covenants under its relevant
financing documents; and

(D) Any Financial Indebtedness of the Issuer shall be declared to be due and
payable, or required to be prepaid other than by a regularly scheduled
required prepayment, prior to the stated maturity thereof.

(f) Insolvency Proceedings

Any corporate action, legal proceedings or other procedure or step is taken, in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up,

dissolution, administration, insolvency resolution process, liquidation provisional
supervision or reorganisation (by way of voluntary arrangement, scheme of
arrangement or otherwise) of the Issuer;

(ii) the appointment or allowing the appointment of an administrative or other receiver,

administrator receiver, liquidator, provisional liquidator, supervisor, compulsory
manager, trustee, an administrator or other similar officer in respect of the Issuer
or whole or part of the property, assets, undertaking or revenues of the Issuer;

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(iii) An order is made by the tribunal or a special resolution is passed by the members
of the Issuer for the winding-up or dissolution or insolvency, judicial management
or administration of the Issuer;

(iv) If the Issuer commences a voluntary proceeding under any applicable bankruptcy,
insolvency, winding up or other similar law now or hereafter in effect, or consents
to the entry of an order for relief in an involuntary proceeding under any such law,
or consents to the appointment or taking possession by a receiver, liquidator,
assignee (or similar official) for all or a substantial part of its property or take any
action towards its liquidation or dissolution;

(v) A petition for the reorganization, arrangement, adjustment, winding up or

composition of debts of the Issuer is filed on the Issuer (voluntary or otherwise) or
have been admitted or the Issuer to make a composition, assignment or
arrangement with any creditor or an assignment for the benefit of its creditors
generally and such proceeding is not contested by the Issuer for staying, quashing
or dismissed within 15 (fifteen) days from the admission and / or filing of such
petition in the relevant court;

(vi) any application in relation to an insolvency resolution process under the IBC in
respect of the Issuer is filed by any ‘creditor’ (as defined under IBC);

(vii) proceedings have been taken or commenced for recovery of any dues from the
Issuer; or

(viii) any analogous procedure or step is taken in any jurisdiction.

(g) Liquidation, Insolvency or Dissolution of the Company / Appointment of Receiver,

Resolution Professional or Liquidator

Any corporate action, declaration of, legal proceedings or other procedure or step is taken
in relation to:

(i) the suspension of payments, a moratorium of any Financial Indebtedness,

winding-up, insolvency, liquidation, dissolution, administration or re-organisation
(by way of voluntary arrangement, scheme of arrangement or otherwise) of the
Issuer;

(ii) a composition, compromise, assignment or arrangement with any creditor of the

Issuer;

(iii) the appointment of a liquidator, provisional liquidator, supervisor, receiver,

resolution professional, administrative receiver, administrator, compulsory
manager, trustee, or other similar officer in respect of the Issuer or any of the
Issuer's assets is appointed or allowed to be appointed or for all or any part of the
undertaking of the Issuer;

(iv) the Issuer, in respect of any reference or enquiry or proceedings commenced,

before the National Companies Law Tribunal or under any mechanism or
prescription of the RBI in respect of resolution/restructuring of stressed assets
(including without limitation, under the Stressed Assets Framework);

(v) the commencement of an insolvency resolution process under the (Indian)

Insolvency and Bankruptcy Code, 2016 read together with the Insolvency and
Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service
Providers and Application to Adjudicating Authority) Rules, 2019, and any other
rules and regulations made thereunder from time to time, or under any other

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Applicable Law, in respect of the Issuer;

(vi) enforcement of any security over any Assets of the Issuer or any analogous
procedure or step is taken in any jurisdiction; or

(vii) any other event occurs or proceeding instituted under any Applicable Law that
would have an effect analogous to any of the events listed in (i) to (vi) above.

(h) Creditors’ Process

(i) All or a material part of the undertaking, assets, rights or revenues of the Company
are condemned, seized, nationalised, expropriated or compulsorily acquired, or
shall have assumed custody or control of the business or operations of the
Company, or shall have taken any action for the dissolution of the Company, or
any action that would prevent the Company, their member, or their officers from
carrying on their business or operations or a substantial part thereof, by or under
the authority of any Government or Governmental Authority;

(ii) Any Governmental Authority, or any person by or under the authority of any
Governmental Authority:

(A) condemns, seizes, nationalises, expropriates or compulsorily acquires all

or a material part of the undertaking, assets, rights or revenues of the
Issuer;

(B) has assumed custody or control of all or substantial part of the business
or operations of the Issuer; or

(C) has taken any action for the dissolution of the Issuer, or any action that
would prevent the Issuer, their members, or their officers from carrying on
their business or operations or a substantial part thereof.

(iii) Any creditor process has been admitted against the Company; and

(iv) If an attachment or expropriation or restraint of act of sequestration is levied on the

Secured Assets and Fixed Deposit or any part thereof.

(i) Security

(i) The Issuer does not have / cease to have clear and marketable title to the Secured
Assets or Fixed Deposit or any such other reason which the Debenture Trustee
believes would jeopardise the Security.

(ii) Any Security Document is not (once entered into) in full force and effect or any
Security Document does not (once entered into) create in favour of the Debenture
Trustee the Security Interest which it is expressed to create or fully perfected with
the ranking and priority it is expressed to have.

(iii) Security Interest for the Debentures is not created and perfected within the
timelines set out in the Transaction Documents.

(iv) If there is any deterioration or impairment of any Security or any part thereof or any
decline or depreciation in the value thereof (whether actual or reasonably
anticipated), which causes the Security or any part thereof, in the judgment of the
Debenture Trustee to become unsatisfactory as to character or value.

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(v) If the Issuer fails to comply with the Minimum Security Cover requirements.

(vi) When the Issuer creates any charge on the Secured Assets or Fixed Deposit or
any part thereof without the prior approval of the Debenture Trustee, otherwise
than as provided/ permitted in the Transaction Documents, including, but not
limited to, the Security Documents; and

(vii) In the event that, the value of the Secured Assets is not sufficient to meet the
Minimum Security Cover, the Debenture Holders shall be entitled to call upon the
Debenture Trustee to require the Issuer to, compulsorily, within a maximum period
of 30 (thirty) calendar days therefrom, provide alternate suitable security, in such
form and manner as deemed satisfactory to the Debenture Trustee such that the
Minimum Security Cover is met.

(j) Judgment Defaults

One or more judgments or decrees entered against the Issuer involving a liability (not paid
or not covered by a reputable and solvent insurance company), individually or in the
aggregate, exceeding 10% (ten percent) of the Total Assets of the Issuer provided such
judgments or decrees are either final and non-appealable or have not been vacated,
discharged or stayed pending appeal for any period of 30 (thirty) days.

(k) Unlawfulness

It is or becomes unlawful for the Issuer to perform any of its obligations under the
Transaction Documents and/or any obligation or obligations of the Issuer under any
Transaction Document are not or cease to be valid, binding or enforceable.

(l) Repudiation

The Issuer repudiates any of the Transaction Documents or evidences an intention to

repudiate any of the Transaction Documents.

(m) Security in Jeopardy

In the opinion of the Debenture Trustee any Secured Asset(s) or the Fixed Deposit is in
jeopardy.

(n) Fraud and Embezzlement

Any material act of fraud, embezzlement, misstatement, misappropriation or siphoning off

of the funds of the Issuer or of the promoters (as defined in the Companies Act) of the
Issuer or revenues of the Issuer or any other act having a similar effect being committed
by the management or an officer of the Issuer.

(o) Merger or Acquisition

The Issuer takes or permits to be taken any action for the re-organisation of its capital or
any rearrangement, merger or amalgamation without prior intimation to the Debenture
Holders.

(p) Cessation of business

If the Issuer ceases, repudiates or threatens in writing to cease or repudiate, to carry on all
or any of its business or operations it carries on as at the date of the Debenture Trust Deed,
or gives notice of its intention to do so.

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(q) Erosion of Net Worth

The Net Worth of the Issuer erodes by 50% (fifty percent) or more, from that existing as of
31st March 2025.

(r) Change in management control

If there is any change in Management Control of the Issuer.

(s) Rating Downgrade

The rating of the Issuer or the Debentures has been downgraded with 2 (two) notches or
further, than the Rating of the Debentures or its equivalent by a credit rating agency
registered with the SEBI and acceptable to the Debenture Trustee.

(t) Promoters and Key Managerial Personnel

(i) The Promoters and / or the Key Managerial Personnel of the Company are
declared as wilful defaulter by any bank, financial institution and/or any
Governmental Authority.

(ii) Any of the Promoters and / or the directors of the Company are convicted of a
criminal offence involving moral turpitude, dishonesty or which otherwise impinges
on the integrity of any of the Promoter and/or director of the Company, including
any accusations, charges and/or convictions of any offence relating to bribery.

(u) Other defaults

(i) Any action for reduction of capital of the Company or any re-arrangement, merger
or amalgamation of the Company is taken (whether by the Company or any other
Person) other than in case of employee stock option plan without the prior written
consent of the Debenture Trustee.

(ii) The Issuer shall procure that there is no default in any debt instrument by the
Promoter, its subsidiaries or its associates whose debts are guaranteed by the
Promoter or any group companies of the Promoter.

(v) Breach of Financial Covenants

Any breach of any of the financial covenants set out in the Debenture Trust Deed.

(w) Breach of Affirmative Covenants

Any breach of any of the affirmative covenants set out in the Debenture Trust Deed.

(x) Breach of Negative Covenants

Any breach of any of the negative covenants set out in the Debenture Trust Deed.

(y) Breach of Information Covenants

Any breach of any of the information covenants set out in the Debenture Trust Deed.

(z) Breach of other Covenants

Any breach of any covenant or undertaking of the Issuer or any other terms and conditions

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as set out in the Transaction Documents (other than as contemplated in sub-clauses 31.23
to 31.26 above).

Any event that occurs which under the laws of any relevant jurisdiction has an analogous
effect to any of the events referred to in sub-clauses 31.1 to 31.27 above. The Debenture
Holder will have the right for waiver of any breach in any of the conditions at its sole
discretion.

(F) CONSEQUENCES OF AN EVENTS OF DEFAULT AND REMEDIES

Upon the occurrence of and subject to the consent of the Existing Senior Charge Holders
(wherever relevant) any of the Events of Default, the Issuer shall forthwith give notice
thereof to the Debenture Trustee (in writing), specifying the nature of such Event of Default
or of such event. Upon the occurrence of an Event of Default, the Debenture Trustee, in
addition to all other powers conferred upon it in terms of the Debenture Trust Deed, shall
have following rights namely:

(a) to require the Issuer to mandatorily redeem the Debentures and to declare that all
Outstanding Amounts and Redemption Amounts are due and payable to the
Debenture Holders whereupon they shall become immediately due and payable or
shall become due and payable on a specified date set out in a written notice served
to the Issuer (“Acceleration Notice”). The Outstanding Amounts and the
Redemption Amounts shall be due and payable immediately, or any other
extended time agreed by the Debenture Holders;

(b) For the purposes of the acceleration in terms of Clause 32.1(a) or issuance of
Acceleration Notice (as the case maybe), the Debenture Trustee shall obtain
consent in writing of the Majority Debenture Holders or at the Meeting of the
Debenture Holders representing by a Special Resolution. The Meeting of the
Debenture Holders may be called by Debenture Holders represented by not less
than 1/10th in value of the nominal amount of the Debentures and convened in
accordance with the provisions set out in Schedule 1 (Provisions for the meetings
of the Debenture Holders) of the Debenture Trust Deed;

(c) the Debenture Trustee (acting on the instructions of the Majority Debenture
Holders) shall have the option/right (but not the obligation) to require the debtors
of the Issuer or such obligors of the Issuer from whom the receivables are due
which forms a part of the Hypothecated Assets which are the Security for the
Debentures, to directly deposit all monies and other amounts in respect of any
such receivable in an account specified by the Debenture Trustee (acting on the
instructions of the Majority Debenture Holders). All such payments will be used to
discharge the Outstanding Amounts and Redemption Amounts due from the Issuer
in respect of the Debentures;

(d) Entering into, and the performance of any obligations under any inter-creditor
agreement or any resolution plan which shall be subject to the terms of the SEBI
Debenture Trustees Master Circular (including without limitation, the resolution
plan being finalised within the time period prescribed in the SEBI Debenture
Trustees Master Circular);

(e) The Debenture Trustee shall take necessary action upon receipt of consent from
Debenture Holders holding an aggregate amount representing more than 75%
(Seventy-five Percent) of the value of the nominal amount of the Debentures
outstanding for the time being and 60% (Sixty per cent) of the Debenture Holders
by number, for any of the following:

(i) enforcing the Security; or

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(ii) entering into an ICA as provided under the framework specified by the RBI;
or

(iii) as decided in the meeting of Debenture Holders.

(f) The Debenture Trustee may also form a representative committee of the
Debenture Holders to participate in the ICA or to enforce the Security or as may
be decided in the meeting.

(g) If the requisite number of Debenture Holders (as set out in sub-Clause (e) above)
consent to enter into an lCA, the Debenture Trustee shall abide by the conditions
for signing lCA, as prescribed in Schedule 7 (Conditions for signing of ICA by the
Debenture Trustee on behalf of Debenture Holders) hereto.

(h) sell / transfer / alienate / realize the monies / enforce the Security, in the manner
specified under the Transaction Documents;

(i) require the parties for specific performance of any rights under the Transaction
Documents and/or under the Applicable Law, with or without the intervention of the
court;

(j) invoke any other Security created for the benefit of the Debenture Holders. It is
clarified for the avoidance of doubt that the Debenture Trustee may at its discretion
on the instructions of the Debenture Holders enforce the security over either of the
Secured Assets or Fixed Deposit in case of default an Event of Default including
but not limited to a Payment Default in the Debentures;

(k) immediately take full control over all the Secured Assets and Fixed Deposit in
accordance with the terms of the Transaction Documents;

(l) to take any actions in respect of the SEBI Debenture Trustees Master Circular;

(m) to exercise any other right or take any other action that the Debenture Trustee and
/ or Debenture Holder(s) may have under the Transaction Documents or under the
Applicable Laws including enforcement of Security and / or including invoking the
guarantee provided under the Deed of Personal Guarantee;

(n) to appoint a nominee director/observer on the Board of the Issuer upon the
occurrence of such events as specified in the Debenture Trust Deed;

(o) to exercise rights available under/before a debt recovery tribunal and the
Securitisation and Reconstruction of Financial Interest and Enforcement of
Security Interests Act, 2002;

(p) to exercise rights available or take any other action under the Insolvency and
Bankruptcy Code, 2016 (“IBC”) or any other statute as permitted under Applicable
Law including but not limited to initiation of any insolvency proceedings under the
IBC to exercise all rights available under the respective Transaction Documents;
and

(q) To take appropriate actions as prescribed under Applicable Law including initiation
of recovery proceedings.

Provided that, any rights in relation to the enforcement of the Security and dealing with the
Secured Assets shall be subject to the consent of the Existing Senior Charge Holders given

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that the Security created hereunder shall rank subject to the Existing Senior Charge
Holders.

All expenses incurred by Debenture Trustee / Debenture Holders, including in

connection with: (a) preservation or enforcement of the Security; and (b) collection
of amounts due under the Debenture Trust Deed and the other Transaction
Documents, shall be borne by the Company.

(i) Upon occurrence of an Event of Default (other than in case of default in

payment of Principal Instalment and/or Coupon on the relevant Due Date),
the Company shall pay the entire outstanding Secured Obligations within
30 (Thirty) days (unless otherwise specified by the Debenture Trustee, in
writing) commencing from the date of the notice. It is clarified that in case
of default in payment of Outstanding Principal Amount and/or Coupon on
the relevant Due Date, the entire outstanding Secured Obligations shall
be repaid forthwith.

(ii) Any surplus amount left with the Debenture Trustee pursuant to disposal
of the Security after the satisfaction of all of the Secured Obligations to the
Debenture Holders shall be deposited with the Issuer.

(iii) It is agreed between the Parties that, on occurrence of a Payment Default

on a Redemption Date or on a Coupon Payment Date, Default Interest
over and above the Coupon, shall be payable by the Issuer from the date
of such default till the date on which it is rectified. In case there is a default
by the Issuer in the performance of its covenants under the Transaction
Documents, Default Interest over and above the Coupon, shall be payable
by the Issuer for the defaulting period.

(iv) The determination of whether an event is an Event of Default shall be done

at the discretion of the Debenture Trustee (acting on the instructions of the
Majority Debenture Holders).

(v) The consequences mentioned aforesaid are not in any order of priority and
can be exercised independent of each other, individually and/or
cumulatively at the sole discretion of the Debenture Trustee (acting on the
instructions of Majority Debenture Holders).

For the avoidance of doubt, it is clarified that the Issuer shall continue to remain obliged to
make all payments towards all Outstanding Amount, which have not been realized by the
Debenture Holders upon exercise of their rights under this Clause and the Debenture
Holders shall have all rights under the Transaction Documents and under law to recover
all such outstanding amounts.

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SECTION 4: OTHER INFORMATION AND APPLICATION PROCESS

4.1 Issue Procedure

Only Eligible Investors as given hereunder may apply for the Debentures by completing
the Application Form (the format of which is more particularly as set out in Annexure III of
this Key Information Document) in the prescribed format in block letters in English as per
the instructions contained therein. The minimum number of Debentures that can be applied
for and the multiples thereof shall be set out in the Application Form. No application can be
made for a fraction of a Debenture. Application Forms should be duly completed in all
respects and applications not completed in the said manner are liable to be rejected. The
name of the applicant’s bank, type of account and account number must be duly completed
by the applicant. This is required for the applicant’s own safety and these details will be
printed on the refund orders and / or redemptions warrants.

The final subscription to the Debentures shall be made by the Eligible Investors through
the electronic book mechanism as prescribed by SEBI under the EBP Guidelines by
placing bids on the electronic book platform during the Issue period. In case the Eligible
Investors are not registered on the EBP Platform, they will have to register themselves as
investor on the said platform (as a one-time exercise) and also complete the mandatory
KYC verification process. The Eligible Investors should also refer to the operational
guidelines of the EBP in this respect. The disclosures required pursuant to the EBP
Guidelines are set out hereinbelow:

Details of size of issue Base Issue: Issue of up to 20,000 (Twenty

including green shoe option, if Thousand) fully paid, secured, listed, rated,
any and a range within which redeemable, rupee denominated, non-cumulative,
green shoe may be retained (if non-convertible debenture, each having a face value
applicable) INR 1,00,000/- (Indian Rupees One Lakh Only)
aggregating up to INR 200,00,00,000/- (Indian
Rupees Two Hundred Crores Only) on a private
placement basis.
Green Shoe: Not Applicable.
Bid opening and closing date Bid opening date: 11th August 2025; and
Bid closing date: 11th August 2025.
Minimum Bid Lot 100 (one hundred) Debentures of aggregate face
value INR 1,00,00,000/- (Indian Rupees One Crore
Only) each and in multiples of 1 (one) Debenture
thereafter
Manner of bidding in the Issue Closed Bidding
Manner of allotment in the The allotment will be done on Uniform Yield basis in
Issue accordance with EBP Guidelines.
Manner of settlement in the Pay-in of funds through ICCL and the account details
Issue are given in the Section 4.2 (Process flow of
settlement) of this Key Information Document.
Settlement Cycle T+1, where T refers to the date of bid opening date /
issue opening date

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4.2 Process flow of settlement:

The Eligible Investors whose bids have been accepted by the Issuer and to whom a signed
copy of this Key Information Document have been issued by the Issuer and who have
submitted/shall submit the Application Form ("Successful Bidders"), shall make the
payments in respect of the Application Money in respect of the Debentures towards the
allocation made to them, into the bank account of the ICCL, the details of which are as set
out below:

Name of Bank HDFC Bank Limited

IFSC Code HDFC0000060
Account number ICCLEB
Name of beneficiary INDIAN CLEARING CORPORATION LIMITED

Name of Bank ICICI Bank Limited

IFSC Code ICIC0000106
Account number ICCLEB
Name of beneficiary INDIAN CLEARING CORPORATION LTD

The pay-in of the Application Money by the Successful Bidders will be made only from the
bank account(s), which have been provided / updated by them in the EBP system. Any
amount received from third party accounts or from accounts not specified in the EBP
system will be refunded and no allotment will be made against such payments. Upon the
transfer of funds into the aforesaid account of ICCL and the Issuer confirming its decision
to proceed with the allotment of the Debentures in favour of the Successful Bidders to the
ICCL, the R&T Agent and the EBP and initiating the requisite corporate action for allotment
of Debentures and credit of the demat letter of allotment into the relevant demat account
of the Successful Bidders through the R&T Agent, the R&T Agent shall provide corporate
action file along with all requisite documents to the relevant Depositories by 12:00 hours
and also intimate the EBP of the aforesaid actions. Upon the Depositories confirming the
allotment of the Debentures and the credit of the Debentures into the demat account of the
Successful Bidders to EBP, the subscription monies in respect of the Debentures from the
aforesaid account of ICCL shall be released into the Issuer’s bank account, the details of
which are as set out below:

Beneficiary Name NEOGEN CHEMICALS LTD NCD APPLICATION

MONEY AC
Bank Account No. 44306736752
SWIFT Code SBININBB107
IFSC Code SBIN0001593
Bank Name State Bank of India

Branch Address BackBay Reclamation Branch, Tulsiani Chambers, First

Floor, Free Press Journal Marg, Nariman Point, Mumbai –
400 021

It must be noted that all funds pay-in obligations need to be fulfilled in totality. Partial fund
receipt against any given obligation will be treated as a default and debarment penalties
will be applicable as specified by the EBP Guidelines

4.3 Payment Instructions

The Application Form should be submitted directly. The entire amount of INR 1,00,000/-
(Indian Rupees One Lakh Only) per Debenture is payable along with the making of an

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application. Applicants can remit the application amount on the Pay-in Date through RTGS
to the account details as set out in 4.2 above.

4.4 Eligible Investors

The following categories of investors, when specifically approached and have been
identified upfront, are eligible to apply for this private placement of Debentures subject to
fulfilling their respective investment norms/rules and compliance with laws applicable to
them by submitting all the relevant documents along with the Application Form (“Eligible
Investors”):
(a) Individuals;
(b) Hindu Undivided Family;
(c) Trusts;
(d) Limited Liability Partnerships;
(e) Partnership firm(s);
(f) Portfolio managers registered with the SEBI;
(g) Association of Persons;
(h) Companies and Bodies corporate including public sector undertakings;
(i) Commercial banks;
(j) Regional rural banks;
(k) Financial institutions;
(l) Insurance companies;
(m) Mutual funds;
(n) FPIs / FIIs, / sub-accounts of FIIs; and
(o) Any other investor eligible to invest in these Debentures.

All potential Investors are required to comply with the relevant regulations/guidelines
applicable to them for investing in this issue of Debentures.

All Investors are required to comply with the relevant regulations/guidelines applicable to
them for investing in this issue of Debentures. Without prejudice to the aforesaid, where
the selection of the eligible investors is required to be done pursuant to bidding mechanism
on the Electronic Platform called the “EBP Platform” under the EBP Guidelines or any other
successive arrangement/platform mandated by SEBI, only those Persons out of the
aforesaid categories of investors, who are registered on the EBP Platform and are eligible
to make bids for Debentures of the Issuer and to whom allocation is to be made by the
Issuer pursuant to selection under the electronic book mechanism for issuance of securities
on private placement basis in terms of the EBP Guidelines and the Electronic Book
Providers shall be considered as “identified persons” for the purposes of Section 42(2) of
the Companies Act, 2013 (as amended from time to time), to whom the Issuer shall make
private placement of the Debentures and only such “identified persons” shall receive a
direct communication from the Issuer with offer to subscribe to the Debentures and only
such “identified persons” shall be entitled to subscribe to the Debentures.
Additionally, those arrangers/brokers/intermediaries etc. (as per the defined limits under
the EBP Guidelines) specifically mapped by the Issuer on the EBP Platform are also
eligible to bid/apply/invest for this Issue.
All Eligible Investors are required to check and comply with Applicable Law(s) including the
relevant rules / regulations / guidelines applicable to them for investing in this Issue of
Debentures and the Issuer, is not in any way, directly or indirectly, responsible for any

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statutory or regulatory breaches by any investor, neither is the Issuer required to check or
confirm the same.
Hosting of the General Information Document / Key Information Document on the website
of the BSE should not be construed as an offer or an invitation to offer to subscribe to the
Debentures and the same has been hosted only as it is stipulated under the SEBI
Regulations read with the EBP Guidelines. Eligible Investors should check their eligibility
before making any investment

Note: Participation by potential investors in the Issue may be subject to statutory and/or
regulatory requirements applicable to them in connection with subscription to Indian
securities by such categories of persons or entities. Applicants are advised to ensure that
they comply with all regulatory requirements applicable to them, including exchange
controls and other requirements. Applicants ought to seek independent legal and
regulatory advice in relation to the laws applicable to them.

4.5 Procedure for Applying for Dematerialised Facility

(a) The applicant must have at least one beneficiary account with any of the DP’s of
NSDL and CDSL prior to making the application.
(b) The applicant must necessarily fill in the details (including the beneficiary account
number and DP - ID) appearing in the Application Form under the heading “Details
for Issue of Debentures in Electronic/Dematerialised Form”.
(c) Debentures allotted to an applicant will be credited to the applicant’s respective
beneficiary account(s) with the DP.
(d) For subscribing to the Debentures, names in the Application Form should be
identical to those appearing in the details in the Depository. In case of joint holders,
the names should necessarily be in the same sequence as they appear in the
account details maintained with the DP.
(e) Non-transferable allotment advice/refund orders will be directly sent to the
applicant by the Registrar and Transfer Agent to the Issue.
(f) If incomplete/incorrect details are given under the heading “Details for Issue of
Debentures in Electronic/Dematerialised Form” in the Application Form, it will be
deemed to be an incomplete application and the same may be held liable for
rejection at the sole discretion of the Issuer.
(g) For allotment of Debentures, the address, nomination details and other details of
the applicant as registered with his/her DP shall be used for all correspondence
with the applicant. The applicant is therefore responsible for the correctness of
his/her demographic details given in the Application Form those with his/her DP.
In case the information is incorrect or insufficient, the Issuer would not be liable for
the losses, if any.
(h) The redemption amount or other benefits would be paid to those Debenture
Holders whose names appear on the list of beneficial owners maintained by the
R&T Agent as on the Record Date. In case of those Debentures for which the
beneficial owner is not identified in the records of the R&T Agent as on the Record
Date, the Issuer would keep in abeyance the payment of the redemption amount
or other benefits, until such time that the beneficial owner is identified by the R&T
Agent and conveyed to the Issuer, whereupon the redemption amount and benefits
will be paid to the beneficiaries, as identified.

4.6 Depository Arrangements

The Issuer shall make necessary arrangement with CDSL and / or NSDL for issue and
holding of Debenture in dematerialised form.

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4.7 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of
each Record Date. This shall be the list, which will be used for payment or repayment of
redemption monies.

4.8 Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be
along with the names and specimen signature(s) of all the authorized signatories of the
Investor and the tax exemption certificate/document of the Investor, if any, must be lodged
along with the submission of the completed Application Form. Further modifications/
additions in the power of attorney or authority should be notified to the Issuer or to its
agents or to such other person(s) at such other address(es) as may be specified by the
Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or

authority, a certified true copy thereof along with memorandum and articles of association
and/or bye-laws along with other constitutional documents must be attached to the
Application Form at the time of making the application, failing which, the Issuer reserves
the full, unqualified and absolute right to accept or reject any application in whole or in part
and in either case without assigning any reason thereto. Names and specimen signatures
of all the authorized signatories must also be lodged along with the submission of the
completed Application Form.

4.9 Procedure for application by Mutual Funds and Multiple Applications

In case of applications by mutual funds and venture capital funds, a separate application
must be made in respect of each scheme of an Indian mutual fund/venture capital fund
registered with the SEBI and such applications will not be treated as multiple application,
provided that the application made by the asset management company/trustee/custodian
clearly indicated their intention as to the scheme for which the application has been made.

The Application Forms duly filled shall clearly indicate the name of the concerned scheme
for which application is being made and must be accompanied by certified true copies of:
(a) SEBI registration certificate
(b) Resolution authorizing investment and containing operating instructions
(c) Specimen signature of authorized signatories

4.10 Documents to be provided by Investors

Investors need to submit the following documents, as applicable:

(a) Memorandum and Articles of Association or other constitutional documents;
(b) Resolution authorising investment;
(c) Certified true copy of the Power of Attorney to custodian;
(d) Specimen signatures of the authorised signatories;
(e) SEBI registration certificate (for Mutual Funds);
(f) Copy of PAN card; and
(g) Application Form (including EFT/RTGS details).

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4.11 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the
applicant and the magnetic ink character reader code of the bank for the purpose of availing
direct credit of redemption amount and all other amounts payable to the Debenture
Holder(s) through cheque/EFT/RTGS.

4.12 Succession

In the event of winding up of a Debenture Holder (being a company), the Issuer will
recognise the legal representative as having title to the Debenture(s). The Issuer shall not
be bound to recognize such legal representative as having title to the Debenture(s), unless
they obtain legal representation, from a court in India having jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of
such legal representation, in order to recognise any person as being entitled to the
Debenture(s) standing in the name of the concerned Debenture Holder on the production
of sufficient documentary proof and an indemnity.

4.13 Mode of Payment

All payments must be made through cheque(s) demand draft(s), EFT/RTGS as set out in
the Application Form.

4.14 Effect of Holidays

(a) If any due date on which any interest or additional interest is payable falls on a day
which is not a Business Day, the payment to be made on such due date shall be
made on the immediately succeeding Business Day.
(b) If the Maturity Date and Principal payment dates of the Debenture falls on a day
which is not a Business Day, the payment of any amounts in respect of the
Outstanding Principal Amounts (including the last Coupon payment) to be made
shall be made on the immediately preceding Business Day.

4.15 Tax Deduction at Source

(a) All payments to be made by the Company to the Debenture Holders under the
Transaction Documents shall be made free and clear of and without any Tax
Deduction unless the Company is required to make a Tax Deduction pursuant to
Applicable Law.
(b) The Company shall promptly upon becoming aware that it must make a Tax
Deduction (or that there is any change in the rate or the basis of a Tax Deduction)
notify the Debenture Trustee accordingly.
(c) If the Company is required to make a Tax Deduction, it shall make that Tax
Deduction and any payment required in connection with that Tax Deduction within
the time allowed and in the minimum amount required by Applicable Law.
(d) Within the timelines prescribed as prescribed under the Applicable Law, the
Company shall deliver to the Debenture Trustee evidence reasonably satisfactory
to the Debenture Trustee that the Tax Deduction has been made or (as applicable)
any appropriate payment paid to the relevant taxing authority.

4.16 Letters of Allotment

In accordance with the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) Regulations, 2021 as amended from time to time, read together
with the requirements in respect of the timelines for listing of debt securities issued on a

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private placement basis prescribed in Chapter VII (Standardization of timelines for listing
of securities issued on a private placement basis) of the SEBI NCS Master Circular (as
amended and modified from time to time), the Issuer shall ensure that the Debentures are
credited into the demat accounts of the Debenture Holders of the Debentures within 2 (two)
Business Days from the Deemed Date of Allotment.

4.17 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Deemed
Date of Allotment. The Deemed Date of Allotment for the Issue is 12th August 2025, by
which date the Investors would be intimated of allotment.

4.18 Record Date

The Record Date means the date falling 15 (Fifteen) calendar days prior to the Coupon
Payment Date or the Redemption Date.

4.19 Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will
be dispatched within 7 (seven) days from the Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the
aggregate of the application money relating to the Debentures in respect of which
allotments have been made, the R&T Agent shall upon receiving instructions in relation to
the same from the Issuer repay the moneys to the extent of such excess, if any.

4.20 Interest on Application Monies

As specified in detail in Section 2.7 (Issue Details) of this Key Information Document.

4.21 Pan Number

Every applicant should mention its Permanent Account Number (“PAN”) allotted under
Income Tax Act, 1961, on the Application Form and attach a self-attested copy as
evidence. Application forms without PAN will be considered incomplete and are liable to
be rejected.

4.22 Redemption

The face value of the Debentures shall be redeemed at par, on the Redemption Date. The
Debentures will not carry any obligation, for interest or otherwise, after the Redemption
Date. The Debentures shall be taken as discharged on payment of the Redemption Amount
by the Issuer on the Maturity Date to the registered Debenture Holders whose name appear
in the Debenture Register on the Record Date. Such payment will be a legal discharge of
the liability of the Issuer towards the Debenture Holders.

4.23 Payment on Redemption

Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand

draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s)
whose names appear on the list of beneficial owners given by the Depository to the Issuer
as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by

the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the
Register of Debenture Holder(s) on the Record Date. On such payment being made, the

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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Branch details:

As more particularly set out in the General Information Document.

Subsidiary details:

As more particularly set out in the General Information Document.

(d) Brief particulars of the management of the Company:

Board of Directors
Name Designation Experience

Haridas Thakarshi Chairman and Mr. Haridas Kanani is the Chairman and
Kanani Managing Director Managing Director of the Company and
founder of the Company. He oversees
manufacturing, research and
development and process technology
and general operation and management
of the Company’s manufacturing units.
He holds a bachelor’s degree in
chemical engineering from the Indian
Institute of Technology, Mumbai and is a
member of Indian Institute of Chemical
Engineers (MIICHE) since December,
1981. He has previously worked with
Excel Industries Limited. He then
founded Chem Ocean Industries which
was set up as one of India’s first Bromine
plants using indigenous technology at
Navalakhi, Gujarat. Due to floods in
1976, the Bromine plant was destroyed.
He then set up Chem Ocean Consultants
which provided consultancy, technology
and engineering technologies to set up
Bromine plants to other companies. In
1985 he set up Prachi Chemicals to
manufacture organic and inorganic
Bromides. Later in 1989 he established
Neogen Chemicals Private Limited and
has since served on its Board as
Chairman and Managing Director.
Dr. Harin Haridas Kanani Managing Director Dr. Harin Haridas Kanani is the
Managing Director of the Company. He
heads various business divisions of the
Company including research and
development, business development,
growth strategy, quality control,
purchase, marketing and finance. He
holds a bachelor’s degree in Chemical
Engineering from the Indian Institute of
Technology, Bombay and a Master’s
degree and a Doctorate in Chemical and
Biomolecular Engineering from the
University of Maryland. He has served as

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Board of Directors

Name Designation Experience

a research fellow at the University of
Maryland, U.S.A, where he published
four first author manuscripts in the field
of chemical engineering. In addition to
his academic achievements he further
established one of the first US academic
lab for metabolomics program in 2003.
He has been a speaker at several
national and international conferences.
He has also participated in the Small and
Medium Enterprises Programme from
Indian Institute of Management,
Ahmedabad. He has previously worked
with Asian Paints India Limited and has
been a Research Scientist at Pioneer Hi-
Bred International Inc., United States (a
DuPont Company). He joined Neogen
Chemicals Limited in 2008 as a General
Manager and has been on the Board of
the Company as a Director from July 15,
2013 and as a Managing Director from
July, 22 2017.
Shyamsunder Whole time Mr. Shyamsunder Upadhyay is an
Radheshyam Upadhyay Director Executive Director in the Company. He
oversees manufacturing, maintenance,
projects, logistics, plant administration
and engineering store in the Company.
He has a master’s degree in science
from Vikram University, Ujjain. He has
more than 40 years of work experience
in the field of chemicals and has
previously been associated with
companies, such as, Savita Chemicals,
Wimco, Gharda Chemicals, Clariant
India, Tytan Organics Limited, Arch
Pharmalabs Limited and Laxmi Organic
Industries Limited.
Anurag Surana Non-Executive Mr. Anurag Surana is a Non-Executive
and Non- Director in the Company. He has over 25
Independent years’ experience in the Specialty
Director Chemical industry and is a known and
reputed name in the industry. He has a
bachelor’s degree in commerce with
Honours from the University of Delhi. He
founded and manages a consulting
company Kagashin Global Network
Private Limited, specialising in
consulting with companies in the
Specialty chemicals & agrochemical
companies in India and abroad. He was
earlier an executive director on the board
of PI Industries Limited. Mr. Surana is

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Board of Directors

Name Designation Experience

also on the Board of other chemical
companies like Privi Specialty
Chemicals Ltd, IFFCO MC Crop Science
P Ltd, Nichino India Private Ltd. &
Nichino Chemicals India Private Ltd.
Ranjan Kumar Malik Independent Prof. Ranjan Kumar Malik is an
Director Independent Director in the Company.
He has a Bachelor’s degree in Science
(Chemical Engineering) with a gold
medal from the University of Kanpur. He
also has a Master’s degree in Chemical
Engineering from the Indian Institute of
Technology-Kanpur, and a Doctor of
Philosophy (Ph.D.) degree from the
University of Wisconsin-Madison, USA.
He has been a Professor in the
Department of Chemical Engineering,
Indian Institute of Technology-Bombay
at Mumbai for more than 30 years. He is
currently an Adjunct Professor of
Chemical Engineering with the Indian
Institute of Technology-Bombay,
Mumbai. He is also a life member of the
Indian Institute of Chemical Engineers.
Avi Kersi Sabavala Independent Mrs. Avi Sabavala is an Independent
Director Director of the Company. She has a
bachelor’s degree in Science (Honours)
and a master’s degree in Arts (Social
Work) from the University of Delhi. She
also holds a bachelor’s degree in Law
from the Maharaja Sayajirao University,
Baroda, and a diploma in Management
from the Indira Gandhi National Open
University. She is a well-known
Corporate Trainer with wide experience
in conducting various soft skill training
programs for industrial personnel at all
levels. She has wide experience in
Business and Industry. She was
President of Baroda Management
Association (BMA) for the year 2016-17.
In the year 2016-17, BMA won the Best
Local Management Association Award
from parent body – All India
Management Association. Presently she
is continuing to be on the Advisory
Committee of Past Presidents. She has
been past President of Vadodara
Chamber of Commerce & Industry
(VCCI) for 2 Terms i.e. 2010-12 & 2012-
14. She is Professional Life member of
All India Management Association

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Board of Directors

Name Designation Experience

(AIMA) and currently member of the
Governing Council of AIMA.
Rajeshkumar Babulal Independent Mr. Rajeshkumar Babulal Shah is an
Shah Director Additional (Non-Executive and
Independent) Director of the Company.
He has completed his Bachelor of
Chemical Engineering from DDIT –
Nadiad, Gujarat, and he is holding 30+
years of experience in chemical industry.
In 1988, he joined Hoechst India Limited,
as the Production – Manager,
spearheading their technical operations
in India. Post that, he was associated as
Head of Product Supply at Bayer
CropScience for a period of 16 years
commencing from 2002, managing
manufacturing, supply chain, tolling,
optimization of cost and formulation of
manufacturing strategies. Currently, he
is self-employed as Freelance Business
Consultant for operations w.r.t.
chemicals industry, and has joined
Neogen Chemicals Limited as an
Independent Director w.e.f. August 7,
2024.
Manoj Kumar Pati Independent He is an experienced Audit and
Director Assurance Partner with CA and CWA
qualifications spanning over 20 years of
demonstrated expertise, having served
as an independent director for both listed
and public companies. He has
successfully coordinated large IPO
projects, overseeing the preparation of
re-stated and pro-forma financial
statements. He possesses strong
knowledge across various industrial
sectors, including Building &
Construction, Real Estate, Information
Technology, Start-ups, Manufacturing,
and Services. He has a distinguished
history of collaboration with esteemed
firms such as KPMG, BDO India, and
Mazars LLP Singapore. He brings
extensive experience in the practical
application of IFRS and Ind AS, having
led numerous implementation projects
for large corporations. His post-
qualification experience encompasses
Audit and Risk Advisory practices,
Company Law matters, advisory on
mergers and acquisitions, and corporate
consultancy. He has contributed to the

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Board of Directors

Name Designation Experience

field through various articles on the
Companies Act, IFRS, and Indian
Accounting Standards, and has
conducted technical training sessions on
IFRS, specializing in the implementation
of IFRS 9, IFRS 15, and IFRS 16.

(e) Name, addresses, Director Identification Number (DIN) and occupations of the
directors:

S. No. Name Designation DIN Address Occupation

Haridas
1) Chairman 00185487 802-B, SIDDHI Business
Thakarshi
and TOWERS CHS,
Kanani
Managing BHAKTI
Director MANDIR
ROAD,PANCH
PAKHADI,
NAUPADA,THA
NE WEST-
400602
2) Dr. Harin Managing 05136947 B-1004 SAVOY Business
Haridas Director BUILDING
Kanani RAHEJA
GARDEN,L B S
MARG,THANE-
400604
3) Shyamsunde Whole time 07274873 F NO.103, Service
r Director HARMONY
Radheshyam HIGHLAND
Upadhyay RESIDENCY,KO
LSHET RD
DHOKALI,THAN
E 400607
1204 DLF
4) Anurag Non- 00006665 Business
Magnolias
Surana Executive
Sector 42 Golf
and Non-
Course Road
Independent
Gurgaon
Director
122002
5) Ranjan Independent 08221989 B-201, Professional
Kumar Malik Director ASCONA,
RAHEJA
GARDENS,LBS
MARG, OPP.
HOTEL TIP TOP
PLAZA,THANE
WEST-400604
6) Avi Kersi Independent 08246256 4, ASOPALAV Professional
Sabavala Director PARK,NEAR
MANJALPUR

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S. No. Name Designation DIN Address Occupation

SAMSAN,
MANJALPUR,V
ADODARA-
390011
7) Rajeshkumar Independent 10729851 A-203, Nilamber Professional
Babulal Shah Director Bellissimo,
Spring County,
Vasna Bhayli
Road, VTC:
Bhayli, PO:
Bhaily, District:
Vadodara, State:
Gujarat, PIN
Code: 391410
06971840
8) Manoj Kumar Independent Satyam Height Professional
Pati Director CHSL, Flat No.
102, Plot No. 66,
Sector-20, Kopar
Khairne, Navi
Mumbai -
400709

5.2 MANAGEMENT PERCEPTION OF RISK FACTORS:

Please refer to Section 3 of the General Information Document.

5.3 RISKS RELATED TO THE BUSINESS OF THE ISSUER

Please refer to Section 3 of the General Information Document.

5.4 Details of defaults, if any, including therein the amount involved, duration of default,
and present status, in repayment of:
(i) Statutory Dues: NIL

(ii) Debentures and interest thereon: NA

(iii) Deposits and interest thereon: NA

(iv) Loan from any bank or financial institution and interest thereon: NIL

5.5 Name, designation, address and phone number, email ID of the nodal / compliance
officer of the Company, if any, for the private placement offer process:

Name of
Nodal/ Phone
Designation Address Email ID
Compliance No.
officer*
Unnati Company 1002, Dev Corpora, Cadbury +912225 unnati.kana
Rajesh Secretary Junction, Eastern Express 497300 ni@neogen
Kanani Highway, Khopat, Thane chem.com
West- 400601

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5.6 Registrar of the Issue: MUFG Intime India Private Limited (earlier known as Link Intime
India Private Limited)

5.7 Valuation Agency: Not Applicable

5.8 Auditors:

Name: Chandabhoy & Jassoobhoy, Chartered Accountants

Address: FoF 2, Phoenix House, 'B' Wing, 4th Floor, 462, Senapati Bapat Marg, Lower
Parel, Mumbai- 400013, India

5.9 Any default in annual filing of the Company under the Companies Act, 2013 or the
rules made thereunder:

NIL

5.10 Particulars of the Offer:

Financial position of the As set out in Chapter A of the General Information

Company for the last 3 Document
(three) financial years
Date of passing of Board Board resolution dated 12th July 2025.
Resolution
A copy of the resolution has been annexed hereto in
Annexure V of this Key Information Document.
Date of passing of Special resolutions under Section 180(1)(a) and Section
resolution in the general 180(1)(c) of the Act dated 5th September 2023.
meeting, authorizing the
offer of securities A copy of the resolution has been annexed hereto in
Annexure VI of this Key Information Document.
Kind of securities offered Issue Size: Issue of up to 20,000 (Twenty Thousand)
(i.e. whether share or fully paid, secured, rated, listed, redeemable, rupee
debenture) and class of denominated, non-cumulative, non-convertible
security; the total number debentures, each having a face value INR 1,00,000/-
of shares or other (Indian Rupees One Lakh Only) aggregating up to INR
securities to be issued 200,00,00,000/- (Indian Rupees Two Hundred Crores
Only) on a private placement basis.
Base Issue: Issue of up to 20,000 (Twenty Thousand)
fully paid, secured, rated, listed, redeemable, rupee
denominated, non-cumulative, non-convertible
debentures, each having a face value INR 1,00,000/-
(Indian Rupees One Lakh Only) aggregating up to INR
200,00,00,000/- (Indian Rupees Two Hundred Crores
Only) on a private placement basis.
Green Shoe: Not Applicable.
Price at which the The Debentures are being offered at face value of INR
security is being offered, 1,00,000/- (Indian Rupees One Lakh Only) per
including premium if any, Debenture.
along with justification of
the price
Name and address of the Not Applicable as the Debentures are being offered at
valuer who performed face value of INR 1,00,000 (Indian Rupees One Lakh

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valuation of the security Only) per Debenture.

offered, and basis on
which the price has been
arrived at along with
report of the registered
valuer
Relevant date with Not applicable as each Debenture is a non-convertible
reference to which the debt instrument which is being issued at face value of INR
price has been arrived at 1,00,000 (Indian Rupees One Lakh Only).
(Relevant Date means a
date at least 30 days prior
to the date on which the
general meeting of the
Company is scheduled to
be held)
The class or classes of Please refer to ‘Eligible Investors’ under Section 4.6 of
persons to whom the this Key Information Document.
allotment is proposed to
be made
Intention of promoters, Not Applicable.
directors or key
managerial personnel to
subscribe to the offer
(applicable in case they
intend to subscribe to the
offer) [Not required in
case of issue of non-
convertible debentures]
The proposed time within The Debentures will be deemed to be allotted on 12th
which the allotment shall August 2025 (“Deemed Date of Allotment”), and the
be completed Company will ensure that the Debentures are credited
into the demat accounts of the holders of the Debentures
(“Debenture Holders”) within 2 (Two) Business Days
from the Deemed Date of Allotment, each in accordance
with the debenture trust deed (“Debenture Trust Deed”)
to be entered into between the Company and the
debenture trustee (“Debenture Trustee”).
In any case, the period within which the Debentures will
be allotted will not exceed the maximum period of 60
(sixty) days from the date of receipt of application money,
as prescribed under the Companies Act, 2013.
The names of the Not Applicable.
proposed allottees and
the percentage of post
private placement capital
that may be held by them
[Not applicable in case of
issue of non-convertible
debentures]
The change in control, if Not Applicable
any, in the company that
would occur consequent
to the private placement

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The number of persons to The details of allotment on preferential basis/private

whom allotment on placement/rights issue already been made during the
preferential basis / calendar year is as follows:
private placement / rights
Not Applicable
issue has already been
made during the year, in
terms of securities as
well as price
The justification for the Not applicable as each Debenture being issued for cash.
allotment proposed to be
made for consideration
other than cash together
with valuation report of
the registered valuer
Amount which the Up to INR 200,00,00,000/- (Indian Rupees Two Hundred
Company intends to raise Crores Only)
by way of proposed offer
of securities
Terms of raising of
securities: Duration, if Up to 30 (Thirty) months from the
applicable: Deemed Date of Allotment – 12th
August 2025. The proposed interest
payment and redemption schedules
are set out in Annexure IV of this
Key Information Document.
10.50% p.a. (ten point five zero
percent per annum) payable
monthly; except for last Coupon
payment to be clubbed with
Rate of Interest Redemption Amount on Principal
or Coupon: payment date
Please refer to the row titled
‘Coupon Rate’ in Section 2.7 (Issue
Details) of the Key Information
Document.
Electronic clearing services
(ECS)/credit through RTGS system/
direct credit or national electronic
fund transfer (NEFT). Wherein the
Mode of
subscription amounts on the
Payment
Debentures issued by the Issuer
should be paid into the account
details set out in Section 4 this Key
Information Document.
Mode of cheque(s) / electronic clearing
Repayment services (ECS)/credit through RTGS
system/funds transfer

Proposed time schedule Issue Open Date: 11th August 2025

for which the Issue/Offer
Issue Closing Date: 11th August 2025
Letter is valid
Pay-in Date: 12th August 2025

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Deemed Date of Allotment: 12th August 2025

Purpose and objects of Please refer to section named “Details of the utilization of
the Issue/Offer the Issue Proceeds” in Section 2.7 (Issue Details) of this
Key Information Document.
Contribution being made Not Applicable
by the promoters or
directors either as part of
the offer or separately in
furtherance of such
objects
Principal terms of assets Please refer to section named “Security (Including
charged as security, if description, type of security, type of charge, likely date of
applicable creation of security, minimum security cover, revaluation,
replacement of security)” in Section 2.7 (Issue Details) of
this Key Information Document.
The details of significant Not Applicable
and material orders
passed by the
Regulators, Courts and
Tribunals impacting the
going concern status of
the Company and its
future operations
The pre-issue and post-issue shareholding pattern of the Company in the
following format:

S. Category Pre-issue Post-issue

No.
No. of shares Percentage No. of % of
held (%) of Shares held share
shareholding holding
A Promoters’
holding
Indian
1 Individual 1,25,16,739 47.44 1,25,16,739 47.44
Bodies 0 0 0 0
Corporate
Sub-total 1,25,16,739 47.44 1,25,16,739 47.44
2 Foreign
promoters 9,98,000 3.78 9,98,000 3.78
Sub-total (A) 13514739 51.22 13514739 51.22
B Non-
promoters’
holding
1. Institutional 7999157 30.32 7999157 30.32
Investors
2. Non-
Institutional
Investors

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Private
Corporate
Bodies 6,02,269 2.28 6,02,269 2.28
Directors and
relatives 3,50,080 1.33 3,50,080 1.33
Indian public 34,22,581 12.97 34,22,581 12.97
Others 492848 1.87 492848 1.87
(including Non-
resident
Indians and
Non-Promotor-
Non Public
shareholding)
Sub-total (B) 12866935 48.77 12866935 48.77
GRAND 26381674 100 26381674 100
TOTAL

5.11 Mode of payment for subscription:

o Cheque

o Demand Draft

o Other Banking Channels

5.12 Disclosure with regard to interest of directors, litigation, etc:

Any financial or other Not Applicable

material interest of the
directors, promoters or key
managerial personnel in the
offer/ Issue and the effect of
such interest in so far as it is
different from the interests of
other persons
Details of any litigation or Not Applicable
legal action pending or taken
by any Ministry or
Department of the
Government or a statutory
authority against any
promoter of the Company
during the last 3 (three) years
immediately preceding the
year of the issue of this
private placement offer cum
application letter and any
direction issued by such
Ministry or Department or
statutory authority upon
conclusion of such litigation
or legal action shall be
disclosed.

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Remuneration of directors (In INR)

(during the current year and
Director Fiscal Fiscal FY Fiscal Fiscal
last 3 (three) financial years):
FY 25-26 24-25 FY 23- FY 22-
24 23
(Up to
June
2025)
Haridas 34,12,24 1,36,98,968 1,25,61 85,00,01
Kanani 2 ,554 4
Dr. 34,12,24 1,36,98,968 1,97,41 82,49,99
Harin 2 ,890 3
Haridas
Kanani
Shyams 28,41,76 1,14,17,072 91,35,1 80,00,00
under 8 64 3
Upadhy
ay
Anurag - - - -
Surana
Prof. 1,75,000 4,35,000 3,30,00 1,70,000
Ranjan 0
Kumar
Malik
Avi 1,30,000 4,65,000 4,75,00 2,20,000
Sabaval 0
a
Manoj 1,60,000 2,40,000 - -
Pati
Rajeshk 1,15,000 2,45,000 - -
umar
Shah
Sanjay - 1,60,000 4,60,00 2,65,000
Mehta 0
(till 30-
09-
2024)
Hitesh - 80,000 4,25,00 2,55,000
Resham 0
wala (till
30-09-
2024)
ULLAL - 80,000 - -
BHAT

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In purchase or acquisition of Not Applicable

any immoveable property
including indirect acquisition
of immoveable property for
which advances have been
paid to third parties,
disclosures regarding:
(i) the names,
addresses,
descriptions and
occupations of the
vendors;
(ii) the amount paid or
payable in cash, to
the vendor and where
there is guan one
vendor, or the
company is a sub-
purchaser, the
amount so paid or
payable to each
vendor, specifying
separately the
amount, if any, paid
or payable for
goodwill;
(iii) the nature of the title
or interest in such
property proposed to
be acquired by the
company; and
(iv) the particulars of
every transaction
relating to the
property completed
within the two
preceding years, in
which any vendor of
the property or any
person who is or was
at the time of the
transaction, a
promoter or a
director or proposed
director of the
company, had any
interest, direct or
indirect, specifying
the date of the
transaction and the
name of such
promoter, director or
proposed director
and stating the

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amount payable by or
to such vendor,
promoter, director or
proposed director in
respect of the
transaction:
Provided that if the number
of vendors is more than five,
then the disclosures as
required above shall be on an
aggregated basis, specifying
the immoveable property
being acquired on a
contiguous basis with
mention of the location/total
area and the number of
vendors from whom it is
being acquired and the
aggregate value being paid.
Details of minimum amount,
the maximum amount and
the average amount paid/
payable should also be
disclosed for each
immovable property.
If: Not applicable
(i) the proceeds, or any
part of the proceeds,
of the issue of the
debt securities/non-
convertible
redeemable
preference shares are
or are to be applied
directly or indirectly
and in any manner
resulting in the
acquisition by the
company of shares in
any other body
corporate; and
(ii) by reason of that
acquisition or
anything to be done
in consequence
thereof or in
connection therewith,
that body corporate
shall become a
subsidiary of the
company, a report
shall be made by a
Chartered
Accountant (who
shall be named in the

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issue document)
upon –
A. the profits or
losses of the
other body
corporate for
each of the
three financial
years
immediately
preceding the
issue of the
issue
document; and
the assets and liabilities of
the other body corporate as
on the latest date to which its
accounts were made up.
The said report shall: Not Applicable
(a) indicate how the profits
or losses of the other
body corporate dealt
with by the report
would, in respect of the
shares to be acquired,
have concerned
members of the issuer
company and what
allowance would have
been required to be
made, in relation to
assets and liabilities so
dealt with for the
holders of the balance
shares, if the issuer
company had at all
material times held the
shares proposed to be
acquired; and
(b) where the other body
corporate has
subsidiaries, deal with
the profits or losses
and the assets and
liabilities of the body
corporate and its
subsidiaries in the
manner as provided in
paragraph above
The broad lending and Not Applicable
borrowing policy including
summary of the key terms
and conditions of the term
loans such as re-scheduling,

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prepayment, penalty, default;

and where such lending or
borrowing is between the
issuer and its subsidiaries or
associates, matters relating
to terms and conditions of
the term loans including re-
scheduling, prepayment,
penalty, default shall be
disclosed.
The aggregate number of Refer to Annexure XI of this Key Information
securities of the issuer Document.
company and its subsidiary
companies purchased or
sold by the promoter group,
and by the directors of the
company which is a
promoter of the issuer
company, and by the
directors of the issuer
company and their relatives,
within six months
immediately preceding the
date of filing the issue
document with the Registrar
of Companies, shall be
disclosed.
Related party transactions Please refer to CHAPTER C of the General Information
entered during the preceding Document.
3 (three) financial years
immediately preceding the
year of issue of this private
placement offer cum
application letter and current
financial year with regard to
loans made or, guarantees
given or securities provided
Summary of reservations or Not Applicable
qualifications or adverse
remarks of auditors in the
last 5 (five) financial years
immediately preceding the
year of issue of this private
placement offer cum
application letter and of their
impact on the financial
statements and financial
position of the Company and
the corrective steps taken
and proposed to be taken by
the Company for each of the
said reservations or
qualifications or adverse
remark
Details of any inquiry, Not Applicable

105
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

inspections or investigations
initiated or conducted under
the securities law or
Companies Act or any
previous company law in the
last 3 (three) years
immediately preceding the
year of circulation of this
private placement offer cum
application letter in the case
of the Company and all of its
subsidiaries and if there
were any prosecutions filed
(whether pending or not)
fines imposed, compounding
of offences in the last 3
(three) years immediately
preceding the year of this
private placement offer cum
application letter and if so,
section-wise details thereof
for the Company and all of its
subsidiaries.
Details of acts of material Not Applicable
frauds committed against the
company in the last three
years in any, and if so, the
action taken by the company

5.13 Financial Position of the Company:

The capital structure of the company in the following manner in a tabular form:

The authorized, Authorised Issued Subscribe Paid up

issued, Capital Capital d Capital Capital
subscribed and Number
paid up capital 9,00,26,000 2,63,81,67 2,63,81,67 2,63,81,67
of equity
(number of 4 4 4
shares
securities, (In
description and Number
aggregate of
nominal value) Securitie
s)
Nominal Equity Equity Equity Equity
amount Shares: Rs. Shares: Shares: Rs. Shares: Rs.
per 10 each Rs. 10 10 each 10 each
equity each
share (in
INR)
Total Rs. Rs. Rs.
Rs.
amount 90,02,60,0 26,38,16,7 26,38,16,7
26,38,16,7
of equity 00 40 40
40
shares
(in INR)

106
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(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Number Nil Nil Nil

10,00,000
of
preferenc
e shares
(In
Number
of
Securities
)
Nominal Rs. 100 Nil Nil Nil
amount each
per
preferenc
e shares
(in INR)
Total Rs. Nil Nil Nil
amount of 10,00,00,0
preferenc 00
e shares
(in INR)
Size of the Present Issue of up to 20,000 (Twenty Thousand) fully paid, secured,
Offer rated, listed, redeemable, rupee denominated, non-cumulative,
non-convertible debentures, each having a face value
INR 1,00,000/- (Indian Rupees One Lakh Only) aggregating up to
INR 200,00,00,000/- (Indian Rupees Two Hundred Crores Only),
on a private placement basis, pursuant to the terms of the General
Information Document read along with this Key Information
Document.
Paid-up Capital: 2,63,81,674 Equity Shares of Rs. 10 each aggregating to INR
26,38,16,740
After the offer:
a. After the
conversion of
convertible
a. Not applicable as each Debenture is a non-convertible debt
instruments (if
instrument which is being issued at face value.
applicable)
Share Premium As on March 31, 2025:
Account: a. Rs 521.98 Cr
b. Rs 521.98 Cr
a. Before the
offer:
b. After the offer:
Details of the existing share capital of the Issuer in a tabular form, indicating therein with
regard to each allotment, the date of allotment, the number of shares allotted, the face
value of the shares allotted, the price and the form of consideration:

Date No of Face IssueP Total Nature Equity Form of

of Shares Valu rice (in Considerati of Share Considera
Allotm allotted e Rs.) on Allotm Premium tion
ent (in (in Rs.) ent
Rs.)

March 10 10 100 1,000 Cash Subscript 0

7, 1989 0 ion to
Memoran

107
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

dum of
Associati
on (1)

Januar 1,600 10 100 1,60,000 Cash Rights 0

y 31, 0 issue (2)
1990

July 2,830 10 100 2,83,000 Cash Rights 0

24, 0 issue (3)
1990

March 5,560 10 100 5,56,000 Cash Rights 0

30, 0 issue (4)
1991

Septe 20,000 10 NA 0 Other Bonus 0

mber 0 than issue (5)
26, cash
1994

March 4,000 10 100 4,00,000 Cash Rights 0

23, 0 issue (6)
1996

March 15,000 10 NA 0 Other Conversi 0

31, 0 than on of
1997 cash 1,500
debentur
es to
Equity
Shares
(7)

May 2, Sub-division of 49,000 Equity Shares of the face value of ₹

1998 100 each into 490,000 Equity Shares of the face value of ₹
10 each

Novem 260,00 10 10 26,00,000 Cash Rights 0

ber 1, 0 issue (8)
2003

March 120,00 10 10 12,00,000 Cash Rights 0

31, 0 issue (9)
2005

March 130,00 10 10 13,00,000 Cash Rights 0

31, 0 issue (10)
2006

March 500,00 10 10 50,00,000 Cash Rights 0

27, 0 issue (11)
2008

Novem 1,000,0 10 10 1,00,00,000 Cash Rights 0

ber 26, 00 issue (12)
2010

Septe 2,000,0 10 NA 0 Other Bonus 0

mber 00 than issue (13)

108
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

25, cash
2012

March 15,500, 10 NA 0 Other Bonus 0

14, 000 than issue (14)
2016 cash

Septe 78,793 10 193.86 1,52,74,810 Cash Conversi 14,487,07

mber .98 on of 0
8, 2018 10%
OCPS
into
Equity
Shares
(15)

May 4, 3,255,8 10 215 69,99,99,79 Public Cash (16) 667,441,6

2019 13 5 Issue 65

16,04,7 10 1402.1 2,24,99,95, Prefere Cash(17) 2,233,948,

10 2 985.20 ntial 885.2
Januar Issue of
y 6, Equity
2022 Shares

Novem 14,42,3 10 1754.0 252999689 Prefere Cash(18) 25155733

ber 1, 58 7 7.06 ntial 17.06
2023 Issue of
Equity
Shares

TOTAL 263816
74

(1) Allotment of 5 Equity Shares each to Haridas Thakarshi Kanani and Beena H.
Kanani;

(2) Allotment of 700 Equity Shares to Haridas Thakarshi Kanani and 900 Equity
Shares to Beena H. Kanani taking into account renunciation of shares;

(3) Allotment of 1,830 Equity Shares to Haridas Thakarshi Kanani, 350 Equity
Shares to Beena H. Kanani, 400 Equity Shares to Dr. Harin Haridas Kanani and
250 Equity Shares to Pallika H. Kanani taking into account renunciation of
shares;

(4) Allotment of 5,010 Equity Shares to Haridas Thakarshi Kanani, 300 Equity
Shares to Dr. Harin Haridas Kanani, 250 Equity Shares to Pallika H. Kanani
taking into account renunciation of shares;

(5) Allotment of 15,090 Equity Shares to Haridas Thakarshi Kanani, 2,492 Equity
Shares to Beena H. Kanani, 1,390 Equity Shares to Dr. Harin Haridas Kanani
and 990 Equity Shares to Pallika H. Kanani, 2 Equity Shares to Khorshed J.
Ghadiali, 2 Equity Shares to Dilip Jasani, 2 Equity Shares to Rajesh Patel (HUF),
2 Equity Shares to Jeet Bookseller, 2 Equity Shares to Raksha P. Bookseller, 2
Equity Shares to Sudhir Arvindan, 2 Equity Shares to Pandit Arvindan, 2 Equity
Shares to Radha Arvindan, 2 Equity Shares to Smita Desai, 2 Equity Shares to
Hemant Desai, 2 Equity Shares to Virendra B. Reshamwala, 2 Equity Shares to
Kirti Shah, 2 Equity Shares to Mohit Shah, 2 Equity Shares to Nainesh Shah, 2

109
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Equity Shares to Vimal Shah, 2 Equity Shares to Ishwarlal Reshmwala, 2 Equity

Shares to Rajesh Patel and 2 Equity Shares to Pratosh Gandhi, 2 Equity Shares
to Haridas Thakarshi Kanani (HUF);

(6) Allotment of 2,912 Equity Shares to Beena H. Kanani, 973 Equity Shares to Dr.
Harin Haridas Kanani and 115 Equity Shares to Pallika H. Kanani taking into
account renunciation of shares;

(7) Allotment of 8,300 Equity Shares to Haridas Thakarshi Kanani, 3,350 Equity
Shares to Beena H. Kanani, 1,950 Equity Shares to Dr. Harin Haridas Kanani,
1,400 Equity Shares to Pallika H. Kanani;

(8) Allotment of 224,080 Equity Shares to Haridas Thakarshi Kanani, 20,000 Equity
Shares to Beena H. Kanani, 9,920 Equity Shares to Dr. Harin Haridas Kanani,
6,000 Equity Shares to Pallika H. Kanani taking into account renunciation of
shares;

(9) Allotment of 80,000 Equity Shares to Haridas Thakarshi Kanani and 40,000
Equity Shares to Beena H. Kanani taking into account renunciation of shares;

(10) Allotment of 86,000 Equity Shares to Haridas Thakarshi Kanani, 40,000 Equity
Shares to Beena H. Kanani, and 4,000 Equity Shares to Pallika H. Kanani taking
into account renunciation of shares;

(11) Allotment of 349,990 Equity Shares to Haridas Thakarshi Kanani, 50,000 Equity
Shares to Dr. Harin Haridas Kanani, 65,000 Equity Shares to Beena H. Kanani,
35,000 Equity Shares to Pallika H. Kanani and 10 Equity Shares to Sanjay N.
Mehta taking into account renunciation of shares;

(12) Allotment of 700,000 Equity Shares to Haridas Thakarshi Kanani, 150,000

Equity Shares to Beena H. Kanani, 100,000 Equity Shares to Dr. Harin Haridas
Kanani and 50,000 Equity Shares to Pallika H. Kanani taking into account
renunciation of shares;

(13) Allotment of 1,399,976 Equity Shares to Haridas Thakarshi Kanani, 300,000

Equity Shares to Beena H. Kanani, 200,000 Equity Shares to Dr. Harin Haridas
Kanani, 100,000 Equity Shares to Pallika H. Kanani, 8 Equity Shares to Bharat
B. Reshamwala, 8 Equity Shares to B.T. Kaushal and 8 Equity Shares to Sanjay
N. Mehta;

(14) Allotment of 10,849,752 Equity Shares to Haridas Thakarshi Kanani, 2,325,000

Equity Shares to Beena H. Kanani, 1,550,000 Equity Shares to Dr. Harin
Haridas Kanani, 775,000 Equity Shares to Pallika H. Kanani and 62 Equity
Shares to Bharat B. Reshamwala;

(15) Allotment of 6,061 Equity Shares to Beena H. Kanani, 6,061 Equity Shares to
Pragna J. Thacker and Jawahar M. Thacker, 6,061 Equity Shares to Dhruv H.
Reshamwala and Heena H. Reshamwala, 6,061 Equity Shares to Repeat
Purchase India Private Limited, 6,061 Equity Shares to Kalpana H. Mehta, 6,061
Equity Shares to Rajendra V. Paleja and Pinank R. Paleja, 6,061 Equity Shares
to Pinank R. Paleja and Amita P. Paleja, 6,061 Equity Shares to Anjoo A. Bajaj
and Ashok M. Bajaj, 6,061 Equity Shares to Chandrakant B. Reshamwala and
Nayana C. Reshamwala, 6,061 Equity Shares to Nayana C. Reshamwala and
Chandrakant B. Reshamwala, 6,061 Equity Shares to Sanjay N. Mehta (HUF),
6,061 Equity Shares to Khorshed J. Ghadiali and Jimmy H. Ghadiali and 6,061
Equity Shares to Kalpana H. Mehta and Himanshu M. Mehta.

110
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

(16) Fresh issue of 3255813 Equity shares aggregating to Rs. 700 million

(17) allotment of 16,04,710 Equity Shares of face value of Rs. 10 each (“Equity
Shares”) at a price of Rs. 1,402.12 per Equity Share including a premium of Rs.
1,392.12 per Equity Share, aggregating up to Rs. 2,24,99,95,985.20 (Rupees
Two hundred twenty four crores ninety nine lakhs ninety five thousand nine
hundred and eighty five and twenty paise only), on a preferential basis to the
following Allottee’s:

Sr. Name of the Allottee’s Category No. of Total Aggregate

No. (NON - Equity Amount
PROMOTER) Shares (Issue price Rs.
1,402.12 per
share)
1 SBI Mutual Fund Mutual Fund
(investing through its
various schemes
mentioned below):
SBI Magnum Children 1,07,000 15,00,26,840.00
Benefit Fund Investment
Plan
SBI Large and Midcap 4,63,565 64,99,73,757.80
Fund
2 Axis Mutual Fund Mutual Fund
(investing through its
various Schemes
mentioned below)
Axis Regular Saver Fund 7,133 1,00,01,321.96
Axis Flexi Cap Fund 1,90,188 26,66,66,398.56
Axis Small Cap Fund 1,90,188 26,66,66,398.56
Axis Special Situations 1,83,056 25,66,66,478.72
Fund
3 Plutus Wealth Limited 2,85,280 39,99,96,793.60
Management LLP Liability
Partnership
4 White Oak India Equity Alternative 1,06,980 14,99,98,797.60
Fund IV Investment
Fund
5 White Oak India Select Alternative 71,320 9,99,99,198.40
Equity Fund Investment
Fund
16,04,710 224,99,95,985.20

(18) allotment of 14,42,358 Equity Shares of face value of Rs. 10 each (“Equity
Shares”) at a price of Rs. 1754.07 per Equity Share including a premium of Rs.
1744.07 per Equity Share, aggregating up to Rs. 2,52,99,96,897 (Rupees Two
Hundred and Fifty-Two Crore Ninety-Nine Lakh Ninety-Six Thousand Eight
Hundred Ninety-Seven only), on a preferential basis to the following Allottee’s:

Sr. Name of the Category No. of Equity Total Value of

No. Allottees (Non- Shares Shares in INR
Promoter) allotted
1. SBI Large and Non- 2,85,051 49,99,99,408
Midcap Fund Promoter

111
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

2. SBI Contra Fund Non- 2,22,340 38,99,99,924

Promoter
3. SBI Equity Non- 62,711 10,99,99,484
Savings Fund Promoter
4. Quant Small Non- 4,27,577 74,99,99,988
Cap Fund Promoter
5. TATA India Tax Non- 1,99,536 35,00,00,112
Saving Fund Promoter
6. India Acorn Non- 85,515 14,99,99,296
Fund Limited Promoter
7. Ashoka India Non- 57,010 9,99,99,531
Equity Promoter
Investment Trust
PLC
8. Invesco India Non- 57,010 9,99,99,531
Small Cap Fund Promoter
9. Alchemy Long Non- 45,608 7,99,99,625
term Ventures Promoter
Fund
TOTAL 14,42,358 2,52,99,96,897

The number and price at

which each of allotments Date Amount Type of Form of
were made by the (In INR) issue Consideration
Company in the last 1 (one) 01-11- Allotted Preferential Cash
year preceding the date of 2023 14,42,358 Issue of
this placement offer cum equity shares Equity
application letter of face value Shares
separately indicating the of Rs. 10 each
allotments made for on a
consideration other than preferential
cash and details of the basis at an
consideration in each case. issue price of
Rs. 1754.07
per Equity
Share
(including a
premium of
Rs. 1744.07
per Equity
Share)
aggregating up
to Rs.
2,52,99,96,897
Profits of the Company,
before and after making
FY Consolidated PBT Consolidated
provision for tax, for the 3
(After exceptional PAT
(three) financial years
items) (in Rs. Cr)
immediately preceding the
(in Rs. Cr)
date of circulation of this
private placement offer FY 2025 50.16 34.83
cum application letter.
FY 2024 52.77 35.65

112
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

FY 2023 71.03 49.97

FY Standalone PBT Standalone
(after exceptional PAT
items) (in Rs. Cr)
(in Rs. Cr)
FY 2025 66.36 48.41
FY 2024 59.46 41.13
FY 2023 71.11 50.05

Dividends declared by the Following are the details of dividend declared and
Company in respect of the interest coverage ratio for the preceding 3 financial
said 3 (three) financial years:
years; interest coverage
ratio for last three years Financial 2025 2024 2023
(cash profit after tax plus Year
interest paid/interest paid) Dividend Re. 1 per Rs. 2 per Rs.3 per
Declared equity equity equity
share held share share
held held
Standalone 1.55 1.73 2.62
Interest
Coverage
Ratio
A summary of the financial As set out in Chapter A of the General Information
position of the Company as Document
in the 3 (three) audited
balance sheets
immediately preceding the
date of circulation of this
private placement offer
cum application letter
Audited Cash Flow Please refer CHAPTER B of the General Information
Statement for the 3 (three) Document.
years immediately
preceding the date of
circulation of this private
placement offer cum
application letter
Any change in accounting The Company adopted Disclosure of Accounting
policies during the last 3 Policies (Amendments to Ind AS 1) from 1 April 2023.
(three) years and their Although the amendments did not result in any changes
effect on the profits and the in the accounting policies themselves, they impacted
reserves of the Company the accounting policy information disclosed in the
financial statements. The amendments require the
disclosure of ‘material’ rather than ‘significant’
accounting policies.
There is no impact on the company reserves on account
of above changes.

113
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Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

PART B

FORM NO PAS-4
PRIVATE PLACEMENT OFFER LETTER
(To be filled by the applicant)

Sr. No. Particulars First Holder Second Holder

1 Name
2 Father’s Name
3 Complete Address (including
Flat/ House Number, Street,
Locality, Pin Code)
4 Phone Number, if any
5 Email ID, if any
6 PAN Number
7 Bank Account Details
8 Number of Non- Convertible
Debentures subscribed
9 Total value of Non- Convertible
Debentures subscribed
10 Tick whichever is applicable: -
(a) The applicant is not required to
obtain Government approval
under the Foreign Exchange
Management (Non-debt
Instruments) Rules, 2019 prior
to subscription of shares.
(b) The applicant is required to
obtain Government approval
under the Foreign Exchange
Management (Non-debt
Instruments) Rules, 2019 prior
to subscription of shares and
the same has been obtained,
and is enclosed herewith

_____________________

Signature of the Subscriber

Initial of the officer of the Company designated to keep the record.

114
7/19/25, 2:43 PM Rating Rationale

Rating Rationale
July 17, 2025 | Mumbai

Neogen Chemicals Limited

Ratings removed from 'Watch Developing'; Ratings Reaffirmed; 'Crisil A/Negative' assigned to Non
Convertible Debentures

Rating Action
Total Bank Loan Facilities Rated Rs.680 Crore
Crisil A/Negative (Removed from 'Rating Watch with
Long Term Rating
Developing Implications'; Rating Reaffirmed)
Crisil A1 (Removed from 'Rating Watch with Developing
Short Term Rating
Implications'; Rating Reaffirmed)

Rs.200 Crore Non Convertible Debentures Crisil A/Negative (Assigned)

Note: None of the Directors on Crisil Ratings Limited’s Board are members of rating committee and thus do not participate in discussion or assignment of any ratings.
The Board of Directors also does not discuss any ratings at its meetings.
1 crore = 10 million
Refer to Annexure for Details of Instruments & Bank Facilities

Detailed Rationale
Crisil Ratings has removed its ratings on the bank facilities of Neogen Chemicals Ltd (NCL; part of the Neogen group) from
'Rating Watch with Developing Implications' and has reaffirming the ratings at ‘Crisil A/Crisil A1’ while assigned a
‘Negative’ outlook to the long term rating. Crisil Ratings has aslo assigned its ‘Crisil A/Negative’ rating to the non-
convertible debentures of NCL.

Crisil Ratings had placed NCL’s ratings on watch developing, following a fire breakout at one of the group’s manufacturing
plants in Dahej SEZ on March 05, 2025. The watch has been resolved now, following admittance of the group’s insurance
claim and emergence of clarity of the impact of fire on the business and financial risk profiles of the group as well as
timelines for settlement of the entire claim.

The revision in outlook reflects lower-than-expected operating performance and the expected moderation in liquidity and
financial risk profile of the company.

The group could record lower-than-expected revenue, on account of the fire and slight delay in ramp up of additional
capacities. Operating margin will also remain flattish, resulting in significantly lower cash accrual over fiscals 2026 and
2027. Timely completion of the second phase of capex towards setting up a greenfield salt and electrolytes manufacturing
unit and scale up in phase 1 capacity utilisation remain monitorable.

The company has recognized an insurance claim receivable of Rs 348.82 Crores, which represents the estimated amount
recoverable from its insurance policies. The company anticipates receiving the insurance claim, based on its estimation of
the recoverable amount with Rs 50 crore already received in June 2025 and the remaining amount expected over fiscals
2026 and 2027. The company's liquidity is contingent upon the timely receipt of the claim amount, and any delay or shortfall
could significantly impact its financial position.

Crisil Ratings will closely monitor the group's liquidity position over the medium term, particularly in light of the expected
receipt of balance insurance claim.

The group is expected to raise Rs 200 crore non-convertible debentures as a liquidity back-up during this period indicating
prudent liquidity management. This has a door-to-door tenure of 30 months with a lock-in of 24 months. The debentures are
expected to result in significant bullet repayment during fiscal 2028, which will be managed through receipt of insurance
money. In the meantime, to address the short-term needs, the company has also contracted additional unsecured limit of Rs
65 crore in the first quarter of fiscal 2026. Both these will lead to higher-than-anticipated interest outflow for the group and
moderation in the capital structure over the next two fiscals.

The ratings continue to reflect the group’s established market position in the specialty chemical segment, healthy operating
efficiency and moderate financial risk profile. These strengths are partially offset by large working capital requirement,
exposure to foreign exchange volatility and to changes in government regulations.
Analytical Approach
Crisil Ratings has consolidated the business and financial risk profiles of NCL with its wholly owned subsidiaries (Neogen
Chemicals Japan Corporation Ltd [NCJCL] and Neogen Ionics Ltd [NIL]) and joint venture, Dhara Fine Chem Industries.
https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/NeogenChemicalsLimited_July 17_ 2025_RR_374047.html 1/8
7/19/25, 2:43 PM Rating Rationale
Together these are referred to as Neogen Group.

Please refer Annexure - List of Entities Consolidated, which captures the list of entities considered and their analytical treatment of consolidation.

Key Rating Drivers & Detailed Description

Strengths:
Strong business risk profile as indicated by established market position and healthy operating efficiency: The
group has a strong market position in developing bromine and lithium derivatives because of integrated operations and
strong clientele. The product portfolio is diversified, catering to business segments including pharmaceuticals and
agrochemicals. The group is one of the leading manufacturers of bromine and lithium-based specialty chemicals since
1989. It has a track record of over three decades and demonstrated technical capability in healthy ramp-up of
operations. The group has diverse product portfolio and final products find its application in industries such as
pharmaceuticals, agrochemicals, flavours and electronic chemicals. Research and development initiatives have enabled
the shift in focus to more niche, high value-added products, from bulk bromine-based compounds. Moreover, the battery
business group is expected to have first mover advantage and the necessity to have mix of product offerings, which will
further bolster the business risk profile. Further, the group has entered into an agreement with MU Ionic Solutions
Corporation, Japan, to design electrolyte manufacturing plant. MU Ionic Solutions (MUIS) is a joint venture between
Mitsubishi Chemical Corporation (MCC) and UBE Corporation. The ongoing capacity addition in lithium-ion battery
material segment should support growth over the medium to long term.

Future performance will be supported by additional revenue from battery business, improving export demand and
offering healthy revenue visibility. Further ramping up of these diversified business segments leading to significant
contribution to overall operating profits should further improve the business risk profile of the group and remain
monitorable over the medium term.

Moderate financial risk profile: The Neogen group has a moderate financial risk profile as reflected in healthy capital
structure and debt protection metrics. Gearing was at 0.72 time as on March 31, 2025, and interest coverage ratio was
at 2.8 times in fiscal 2025. The group is undertaking major debt-funded green field capex in NIL - wholly owned
subsidiary of NCL. This capex is being done at Pakhajan, Dahej Gujarat wherein total outlay for capex is Rs 1,610
crore. This capex will result in Neogen group’s entry into lithium electrolyte, salts and additives segment catering to
battery industry. The group will be taking capex in a phased manner. Overall, draw down of the loan will be linked to the
demand scenario.

The financial risk profile is expected to remain moderate over the medium term.

Weakness:
Susceptibility to stabilisation risks associated with lithium salt project: The group is exposed to stabilisation risk
for proposed lithium salt project. However, the group's track record of calibrated expansion strategy with a prudent
funding mix of debt and equity, promoters’ experience and manufacturing technology tie-up with MU Ionic Solutions
Corporation, Japan, aid the business risk profile. Crisil Ratings will continue to monitor the execution and ramp up of the
project.

Exposure to foreign exchange volatility and changes in government regulations: The group derives around 27%
of its revenue from exports to multiple geographies and hence is exposed volatility in foreign exchange rates. However,
the risk is mitigated by imports of 45-50% providing a natural hedge and monthly price reset arrangements with its
customers to pass through foreign exchange movements. Bromine, being a corrosive and hazardous material, is subject
to environmental and other government regulations. Any adverse change in these regulations in any of the markets it
operates, could impact the business risk profile of the group.
Liquidity: Strong
Liquidity is backed by healthy cash accrual against debt obligation though bank limit utilisation remains high owing to
elongated working capital cycle. Cash and bank balance remained adequate at Rs 4.96 crore as on March 31, 2025, which
is unencumbered. The group is likely to maintain annual accrual of over Rs 100 crore over the medium term. The average
utilisation of bank limit was at 91% on average for the 12 months through June 2025. The company is expected to receive
enhancement in working capital limit. Fund raise from NCDs of Rs.200 Crores and unsecured loan of Rs.65 Crores is
expected to keep liquidity of the company strong.
Outlook: Negative
The negative outlook reflects Crisil Ratings belief that NCL’s profile may remain under pressure on account of moderation in
liquidity.
Rating sensitivity factors
Upward factors:
Higher-than-expected increase in revenue; and earnings before interest, taxes, depreciation and amortisation (Ebitda)
increasing above 18%, leading to higher-than-expected cash accrual and debt to Ebitda ratio below 4 times
Sustained improvement in financial risk profile backed by healthy capital structure, healthy ramp up of operations and
strong debt protection metrics
Timely completion of milestones of ongoing capex along with ramp up of installed capacities

Downward factors:
Deterioration in the credit risk profile of the group, due to higher-than-expected debt, delay in ramp up of operations or
any significant cost overruns, thereby impacting the financial risk profile

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7/19/25, 2:43 PM Rating Rationale
Higher-than-expected debt-funded capex or acquisition, weakening the financial risk profile with debt-to-Ebitda
remaining above 6 times
Lower-than-expected revenue growth on account of weak demand or slower-than-expected ramp up in new installed
capacity and dip in operating margin, resulting in weak cash accrual
Delay in or lower-than-expected insurance claims receipts, impacting liquidity of the group
About the Company
NCL was incorporated in 1989, promoted by Haridas Kanani. The company manufactures bromine and lithium-based
organic and organo-metallic compounds, used in the pharmaceutical, agricultural chemicals and engineering industries. The
manufacturing units are at Mahape in Navi Mumbai, Maharashtra, Vadodara in Gujarat, Dahej SEZ Gujrat, Patancheru,
Telangana and Pakhajan Gujrat. The company made an IPO in May 2019 and is currently listed on the Bombay Stock
Exchange and the National Stock Exchange.

NIL is wholly owned subsidiary of NCL which is undertaking green filed capex for manufacturing electrolyte and salt.

NCJCL, established on July 30, 2024, is a wholly owned subsidiary of NCL and dedicated to expanding business operations
in the Japanese market.

Dhara Fine Chem Industries is a partnership entity, which is manufacturer, supplier and exporter of various chemicals,
specialising in lithium and brominated compounds.

NIL is in advance discussion with Morita Chemicals Industries Co. Ltd of Japan for formation of a joint venture company in
India and to facilitate the same, NIL is in the process of formation of this wholly owned subsidiary.
Key Financial Indicators (Consolidated)
As on / for the period ended March 31 2025 2024
Operating income Rs crore 778 691
Reported profit after tax (PAT) Rs crore 35 36
PAT margin % 4.4 5.2
Adjusted debt/adjusted networth Times 0.72 0.60
Interest coverage Times 2.81 2.62
Any other information: Not applicable

Note on complexity levels of the rated instrument:

Crisil Ratings` complexity levels are assigned to various types of financial instruments and are included (where applicable)
in the 'Annexure - Details of Instrument' in this Rating Rationale.

Crisil Ratings will disclose complexity level for all securities - including those that are yet to be placed - based on available
information. The complexity level for instruments may be updated, where required, in the rating rationale published
subsequent to the issuance of the instrument when details on such features are available.

For more details on the Crisil Ratings` complexity levels please visit www.crisilratings.com. Users may also call the
Customer Service Helpdesk with queries on specific instruments.

Annexure - Details of Instrument(s)

Issue Size Rating

Name Of Date Of Coupon Maturity Complexity
ISIN (Rs. Outstanding with
Instrument Allotment Rate (%) Date Levels
Crore) Outlook
Non Convertible
NA NA NA NA 200.00 Simple Crisil A/Negative
Debentures#
NA Cash Credit NA NA NA 381.00 NA Crisil A/Negative
NA Letter of Credit NA NA NA 38.00 NA Crisil A1
Working Capital
NA NA NA NA 69.00 NA Crisil A1
Demand Loan
31-Aug-
NA Long Term Loan NA NA 25.00 NA Crisil A/Negative
31
30-Nov-
NA Long Term Loan NA NA 17.00 NA Crisil A/Negative
26
30-Mar-
NA Long Term Loan NA NA 24.00 NA Crisil A/Negative
28
31-Dec-
NA Long Term Loan NA NA 19.00 NA Crisil A/Negative
28
Proposed Long
31-Mar-
NA Term Bank Loan NA NA 102.00 NA Crisil A/Negative
30
Facility

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7/19/25, 2:43 PM Rating Rationale

Working Capital 27-Mar-

NA NA NA 5.00 NA Crisil A/Negative
Term Loan 26

# Yet to be issued

Annexure – List of entities consolidated

Names of Entities Consolidated Extent of Consolidation Rationale for Consolidation

Dhara Fine Chem Industries Full 90% share in partnership firm

Neogen Ionics Ltd Full wholly owned subsidiaries

Neogen Chemicals Japan Corporation Ltd Full wholly owned subsidiaries

Annexure - Rating History for last 3 Years

Start of
Current 2025 (History) 2024 2023 2022
2022
Outstanding
Instrument Type Rating Date Rating Date Rating Date Rating Date Rating Rating
Amount
Crisil
A/Watch
Crisil Crisil A1 /
Fund Based Developing Crisil Crisil
Facilities LT/ST 642.0 A/Negative 14-06-25 / Crisil 27-11-24 Crisil -- 07-10-22 A-/Positive A-/Stable
/ Crisil A1 A1/Watch A/Stable
Developing
Crisil
A/Watch
Developing Crisil Crisil Crisil
-- 17-03-25 / Crisil 05-07-24 A/Stable -- 14-09-22 A-/Positive A-/Stable
A1/Watch
Developing
Crisil Crisil
-- -- 05-01-24 A/Stable -- 10-08-22 A-/Positive --

Crisil
-- -- -- -- 07-01-22 --
A-/Stable
Non-Fund
Based Facilities ST 38.0 Crisil A1 -- 05-07-24 Crisil A1 -- 07-10-22 Crisil A2+ Crisil A2+

-- -- 05-01-24 Crisil A1 -- 14-09-22 Crisil A2+ --

-- -- -- -- 10-08-22 Crisil A2+ --

-- -- -- -- 07-01-22 Crisil A2+ --

Non Convertible Crisil

LT 200.0 -- -- -- -- --
Debentures A/Negative
All amounts are in Rs.Cr.

Annexure - Details of Bank Lenders & Facilities

Facility Amount (Rs.Crore) Name of Lender Rating
Cash Credit 240 State Bank of India Crisil A/Negative
Cash Credit 50 HDFC Bank Limited Crisil A/Negative
Cash Credit 75 Axis Bank Limited Crisil A/Negative
Cash Credit 16 IDBI Bank Limited Crisil A/Negative
Letter of Credit 38 State Bank of India Crisil A1
Long Term Loan 25 Bandhan Bank Limited Crisil A/Negative
Long Term Loan 17 HDFC Bank Limited Crisil A/Negative
Long Term Loan 24 HDFC Bank Limited Crisil A/Negative
Long Term Loan 19 Axis Bank Limited Crisil A/Negative
Proposed Long Term Bank
102 Not Applicable Crisil A/Negative
Loan Facility
Working Capital Demand
24 IDBI Bank Limited Crisil A1
Loan
Working Capital Demand
45 Bandhan Bank Limited Crisil A1
Loan
Working Capital Term
5 HDFC Bank Limited Crisil A/Negative
Loan

Criteria Details
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7/19/25, 2:43 PM Rating Rationale

Links to related criteria

Basics of Ratings (including default recognition, assessing information adequacy)
Criteria for consolidation
Criteria for manufacturing, trading and corporate services sector (including approach for financial ratios)

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Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

ANNEXURE II: DEBENTURE TRUSTEE APPOINTMENT AGREEMENT

Weblink: https://neogenchem.com/wp-content/uploads/Neogen-DTA.pdf
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

ANNEXURE III: APPLICATION FORM

NEOGEN CHEMICALS LIMITED

A public limited company incorporated and validly existing under the provisions of the Companies
Act 1956 and validly existing under the provisions of the Companies Act, 2013.
Date of Incorporation: 7th March 1989
Registered Office: Office No. 1002, 10th Floor, Dev Corpora Building, Cadbury Junction,
Eastern Express Highway, Khopat Thane (W) – 400601
Corporate Office: Office No. 1002, 10th Floor, Dev Corpora Building, Cadbury Junction, Eastern
Express Highway, Khopat Thane (W) – 400601
Telephone No.: +912225497300
Email: investor@neogenchem.com
Website: www.neogenchem.com

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

ISSUE OF UP TO 20,000 (TWENTY THOUSAND) FULLY PAID, SECURED, RATED, LISTED,

REDEEMABLE, RUPEE DENOMINATED, NON-CUMULATIVE, NON-CONVERTIBLE
DEBENTURES, EACH HAVING A FACE VALUE INR 1,00,000/- (INDIAN RUPEES ONE LAKH
ONLY) AGGREGATING UP TO INR 200,00,00,000/- (INDIAN RUPEES TWO HUNDRED
CRORES ONLY) IN A DEMATERIALISED FORM, ON A PRIVATE PLACEMENT BASIS (THE
“ISSUE”) (HEREINAFTER REFERRED TO AS “DEBENTURES”) BY NEOGEN CHEMICALS
LIMITED (“COMPANY”) OR (“ISSUER”).

Dear Sir / Madam,

I AM/ WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________

We have read and understood the terms and conditions of the Key Information Document dated
11th August 2025, for the issue of Debentures on a private placement basis including the Risk
Factors described in the Key Information Document ("Key Information Document") issued by the
Issuer and have considered these in making our decision to apply. We bind ourselves to these
terms and conditions and wish to apply for allotment of these Debentures. We request you to please
place our name(s) on the Register of Debenture Holders, on allotment of the Debentures to us.

I/ We bind myself/ourselves to the terms and conditions as contained in the Key Information
Document. I/we note that the Company is entitled in its absolute discretion, to accept or reject this
application in whole, or in part, without assigning any reason whatsoever.

(PLEASE READ THE INSTRUCTIONS CAREFULLY BEFORE FILLING THIS FORM)

All capitalised terms used in this Application Form which are not defined shall have the meaning
attributed to them in the Key Information Document.

DEBENTURE SERIES APPLIED FOR:

Number of Debentures: ____In words: __________ only
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Amount INR________/- In words: Indian Rupees __________Only

DETAILS OF PAYMENT:
Cheque / Demand Draft / RTGS
No. _____________ Drawn on_____________________________________________
Funds transferred to Neogen Chemicals Limited
Dated ____________

Total Amount Enclosed

(In Figures) INR /- (In words) Only

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

STREET
CITY
PIN PHONE FAX

APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____

Name of the Authorised Designation Signature

Signatory(ies)

Applicant’s Signature:

We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised
form. Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL/CDSL
DEPOSITORY PARTICIPANT NAME
DP-ID
BENEFICIARY ACCOUNT NUMBER
NAME OF THE APPLICANT(S)
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

Applicant Bank Account:

(Settlement by way of Cheque / Demand Draft

/ Pay Order / Direct Credit / ECS /
NEFT/RTGS/other permitted mechanisms)

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Key Information Document is
provided by the Issuer and the same has not been verified by any legal advisors to the Issuer, and
other intermediaries and their agents and advisors associated with this Issue. We confirm that we
have for the purpose of investing in these Debentures carried out our own due diligence and made
our own decisions with respect to investment in these Debentures and have not relied on any
representations made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as

mentioned above would get credited to the extent of allotted Debentures, ii) we must ensure that
the sequence of names as mentioned in the Application Form matches the sequence of name held
with our Depository Participant, iii) if the names of the Applicant in this application are not identical
and also not in the same order as the Beneficiary Account details with the above mentioned
Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any
reason whatsoever, the Company shall be entitled at its sole discretion to reject the application or
issue the Debentures in physical form.

Applicant’s
Signature

FOR OFFICE USE ONLY

DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note : Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)--------------------------------------------

ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO.

Received from _______________________________________________

Address________________________________________________________________
______________________________________________________________________
Cheque/Draft/UTR # ______________ Drawn on _______________________________ for
INR _____________ on account of application of _____________________ Debenture
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

INSTRUCTIONS

1. Application form must be completed in full, IN ENGLISH.

2. Signatures must be made in English or in any of the Indian languages. Thumb Impressions
must be attested by an authorized official of the Bank or by a Magistrate/Notary Public
under his/her official seal.

3. Application form, duly completed in all respects, must be submitted with the respective
Collecting Bankers. The payment is required to be made to the following account, in
accordance with the terms of the EBP Guidelines: As specified in the relevant Key
Information Document.

4. The Company undertakes that the application money deposited in the above-mentioned
bank account shall not be utilized for any purpose other than:
(a) for adjustment against allotment of securities; or
(b) for the repayment of monies where the company is unable to allot securities.

5. Receipt of applicants will be acknowledged by the Company in the “Acknowledgement Slip”

appearing below the application form. No separate receipt will be issued.

6. All applicants should mention their Permanent Account No. or their GIR No. allotted under
Income Tax Act, 1961 and the Income Tax Circle/Ward/District. In case where neither the
PAN nor the GIR No. has been allotted, the fact of non-allotment should be mentioned in
the application form in the space provided. Income Tax as applicable will be deducted at
source at the time of payment of interest including interest payable on application money.

7. The application would be accepted as per the terms of the manner outlined in the
transaction documents for the private placement.
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

ANNEXURE IV: ILLUSTRATION OF BOND CASH FLOWS

Illustration of bond cash flows

Company Neogen Chemicals Limited

Face Value (per security) INR 1,00,000/- (Indian Rupees One Lakh only)
Issue Date / Date of Allotment Issue Opening Date: 11th August 2025
Deemed Date of Allotment: 12th August 2025
Redemption Date / Maturity Date Redemption Date / Maturity Date: Up to 30 (thirty)
months from the Deemed Date of Allotment – 12th
August 2025
Coupon Rate Please refer to Section 2.7 (Issue Details) of this
Key Information Document
Frequency of the Coupon Payment with Please refer to Section 2.7 (Issue Details) of this
specified dates Key Information Document
Please also see below.
Day Count Convention Actual/Actual

Illustrative Cash flows - Redemption Amount and Coupon Payment Schedule for
Debentures
(Per Debenture)

INTEREST PAYMENT AND REDEMPTION SCHEDULE

Interest
Sr. Record Per Principal Per Cash No. of
Due Date
No Date Debentur Debenture Flows days
e

1 16-Aug-25 31-Aug-25 546.58 - 546.58 19

-
2 15-Sep-25 30-Sep-25 863.01 863.01 30
-
3 16-Oct-25 31-Oct-25 891.78 891.78 31
-
4 15-Nov-25 30-Nov-25 863.01 863.01 30
-
5 16-Dec-25 31-Dec-25 891.78 891.78 31
-
6 16-Jan-26 31-Jan-26 891.78 891.78 31
-
7 13-Feb-26 28-Feb-26 805.48 805.48 28
-
8 16-Mar-26 31-Mar-26 891.78 891.78 31
-
9 15-Apr-26 30-Apr-26 863.01 863.01 30
-
10 16-May-26 31-May-26 891.78 891.78 31
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a prospectus)

-
11 15-Jun-26 30-Jun-26 863.01 863.01 30
-
12 16-Jul-26 31-Jul-26 891.78 891.78 31
-
13 16-Aug-26 31-Aug-26 891.78 891.78 31
-
14 15-Sep-26 30-Sep-26 863.01 863.01 30
-
15 16-Oct-26 31-Oct-26 891.78 891.78 31
-
16 15-Nov-26 30-Nov-26 863.01 863.01 30
-
17 16-Dec-26 31-Dec-26 891.78 891.78 31
-
18 16-Jan-27 31-Jan-27 891.78 891.78 31
-
19 13-Feb-27 28-Feb-27 805.48 805.48 28
-
20 16-Mar-27 31-Mar-27 891.78 891.78 31
-
21 15-Apr-27 30-Apr-27 863.01 863.01 30
-
22 16-May-27 31-May-27 891.78 891.78 31
-
23 15-Jun-27 30-Jun-27 863.01 863.01 30
-
24 16-Jul-27 31-Jul-27 891.78 891.78 31
-
25 16-Aug-27 31-Aug-27 891.78 891.78 31
-
26 15-Sep-27 30-Sep-27 860.66 860.66 30
-
27 16-Oct-27 31-Oct-27 889.34 889.34 31
-
28 15-Nov-27 30-Nov-27 860.66 860.66 30
-
29 16-Dec-27 31-Dec-27 889.34 889.34 31
-
30 16-Jan-28 31-Jan-28 889.34 889.34 31

31 28-Jan-28 12-Feb-28 344.26 100000 1,00,344.26 12

Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a

prospectus)

ANNEXURE V: BOARD RESOLUTION

(the remainder of the page is intentionally left blank)

Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a

prospectus)

ANNEXURE VI: SHAREHOLDERS RESOLUTION

(the remainder of the page is intentionally left blank)

 '}f
.:aNEOGEN
·~..,.,
. .,.......,.. CHEMICALS LTD.

7'.
EXTRACTOF SPECIALRESOLUTIONPASSED AT THE 34TH ANNUAL GENERAL MEETING OF
NEOGEN CHEMICALS LIMITED HELD ON TUESDAY, SEPTEMBER5, 2023 AT 05:00 P.M. IST
THROUGH VIDEO CONFERENCING.

Creation of security on the properties of the Company, both present and future, in favour of
the lenders.

"RESOLVED THAT pursuant to the provrsions of section 180(1)(a) and other applicable
provisions, if any of the Companies Act, 2013 read with the Companies (Meetings of Board
and its Powers) Rules, 2014, including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force, and the Articles of Association of the Company, the
consent of the members of the Company be and is hereby accorded to the Board of Directors
of the Company (hereinafter referred to as "the Board" which term shall be deemed to
include any Committee of the Board) for creation of charge / mortgage / pledge /
hypothecation I security in addition to existing charge I mortgage I pledge I hypothecation I
security, in such form and manner and with such ranking and at such time and on such terms
as the Board may determine, on all or any of the moveable and/ or immovable properties,
tangible or intangible assets of the Company, both present and future and I or the whole or
any part of the undertaking(s) of the Company, as the case may be in favour of the Lender(s),
Agent(s) and Trustee(s) (together "the Lenders"), for securing the borrowings availed I to be
availed by the Company by way of loan(s) (in foreign currency and / or rupee currency)/
financial assistance or financial indebtedness availed by the Company from time to time,
(including without limitation, the due payment of the principal and/or together with interest,
at the respective agreed rates, additional interest, compound interest, accumulated interest,
liquidated damages, commitment charges, remuneration of the agent(s), trustee(s),
prepayment premium, all other costs, charges and expenses and all other monies payable by
the Company) (together, the "Financial Indebtedness") in terms of the financing documents,
or any other documents, entered into or to be entered into between the Company and any
Lender(s) in respect of the Financial Indebtedness on such terms and conditions as may be
agreed between the Company and any Lender(s) provided that the maximum extent of the
Financial Indebtedness secured by the assets of the Company does not exceed Rs. 1000 crores
(Rupees One thousand crores) at any time as approved under Section 180(1)(c) of the Act;

RESOLVED FURTHERTHAT the securities to be created by the Company as aforesaid may rank
prior I pari passu I subservient with/ to the mortgages and /or charges already created or to
be created in future by the Company or in such other manner and ranking as may be thought
expedient by the Board and as may be agreed to between the concerned parties;

RESOLVEDFURTHERTHAT for the purpose of giving effect to this resolution, the Board be
and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute
discretion deem necessary, proper, or desirable and to settle any question, difficulty, doubt
that may arise in respect of the borrowing(s) aforesaid and further to do all such acts, deeds
and things and to execute all documents and writings as may be necessary, pfciper~1esirable
e,~, -':·
'/
1/, r , ,,
' . ( l (frl IF
' \
..
\\ ~
-----·
Registered Office: 1002, Dev Corpora, Cadbury Junction. E : sales@neogenchem.com T /~91 22 2549 7300
Eastern Express Highway, Thane (W) 400 601. India W: WWVv.neogenchem.com F : +91 22 2549 7399
CIN No. L24200MH1989PLC050919
 ){
.... .,.,
.~~NEOGEN
"..la..' CHEMICALS LTD.

7'
or expedient to give effect to this resolution."

Certified True Copy

For •1~EMJCALS LIMJTEDr-

.,\ 1 -'/,'
..- ~ '<
Unnati Kanani
·, han0 · · i'[
Company Secretary & Compliance Officer /' '

Membership No. A35131 --...__/,'

1'.,

Date: September 6, 2023

Place: Thane

Registered Office: 1002, Dev Corpora, Cadbury Junction. E : sales@neogenchem.com T : +91 22 2549 7300
Eastern Express Highway, Thane (W) 400 601. India W: WWVl,.neogenchem.com F : +91 22 2549 7399
CIN No. L24200MH1989PLC050919
 -c
.&a NEOGEN
~~ CHEMICALS LTD.

7'
EXPLANATORY STATEMENT AS PER SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 9:

CREATION OF SECURITY ON THE PROPERTIES OF THE COMPANY, BOTH PRESENT AND

FUTURE, IN FAVOUR OF LENDERS:

Pursuant to Section 180 (1) (a) of the Companies Act, 2013 the Board of Directors of the
Company needs consent of the Shareholders by passing special resolution at the General
meeting to mortgage, hypothecate, lease or create any charges on the present or future
properties/assets of the Company. In view of growing business requirement, it is proposed to
authorize Board of Directors to create charge on the properties of the Company to secure
present and future borrowings subject to limit approved under Section 180 (1) (c) of the
Companies Act, 2013.

Hence the proposed resolution is recommended for consideration of and approval by the
shareholders of the Company and recommends the resolution as set out in Item No. 9 of the
accompanying notice to be passed by the members by way of Special Resolution.

None of the Directors/Key Managerial Personnel of the Company or their respective relatives
are concerned or interested in the said resolution.

Certified True Copy

For and on behalf of NEOGEN CHEMICALS LIMITED

Unnati Kanani
Company Secretary & Compliance Officer
Membership No. A35131

Date: September 6, 2023

Place: Thane

E : sales@neogenchem.com T : +91 22 2549 7300

Registered Office: 1002, Dev Corpora, Cadbury Junction.
W: wwv.,.neogenchem.com F : +91 22 2549 7399
Eastern Express Highway, Thane (W) 400 601. India
CIN No. L24200MH1989PLC050919
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a

prospectus)

ANNEXURE VII: DUE DILIGENCE CERTIFICATES

(attached separately)
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a

prospectus)

ANNEXURE VIII: IN-PRINCIPLE APPROVAL

(attached separately)
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a

prospectus)

ANNEXURE IX: CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT

(the remainder of the page is intentionally left blank)

 MUFG Intime India Private Limited
(Formerly Link Intime India Private Limited)
CIN: U67190MH1999PTC118368
C-101, Embassy 247, L.B.S. Marg,
Vikhroli (West), Mumbai - 400 083
Phone: +91 22 4918 6000
Fax: +91 22 4918 6060
Email: mumbai@linkintime.co.in
Website: www.linkintime.co.in

July 15, 2025

To,
Neogen Chemicals Limited
Office no. 1002, 10th Floor, Dev Corpora Bldg.,
Opp. Cadbury Co., Eastern Express Highway,
Pokhran Road No. 2, Khopat,
Thane West- 400601, Maharashtra, India.

Dear Sir/Madam,

Sub.: Consent to act as Registrar to the Proposed issue of “fully paid, secured, listed, rated,
redeemable, rupee denominated, non-cumulative, non-convertible debentures having a face value of
INR 1,00,000/- (Indian Rupees One Lakh Only) each, for cash, at par, aggregating up to an amount
not exceeding INR 200,00,00,000/- (Indian Rupees Two Hundred Crores only) in one or more tranches,
on a private placement basis.”

We refer to the subject issue and hereby accept our appointment as ‘Registrar’ for Electronic Connectivity
Provider to issue of “fully paid, secured, listed, rated, redeemable, rupee denominated, non-cumulative, non-
convertible debentures having a face value of INR 1,00,000/- (Indian Rupees One Lakh Only) each, for cash,
at par, aggregating up to an amount not exceeding INR 200,00,00,000/- (Indian Rupees Two Hundred Crores
only) in one or more tranches, on a private placement basis and give our consent to incorporate our name as
“Registrar to the Issue” in the offer documents.

Our Permanent SEBI Registration No.: INR000004058.

A Part of MUFG Corporate Markets, a division of MUFG Pension & Market Services
Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a

prospectus)

ANNEXURE X: DEED OF PERSONAL GUARANTEE

(the remainder of the page is intentionally left blank)

Key Information Document Private & Confidential
Date: 11th August 2025 For Private Circulation Only

(This Key Information Document is neither a prospectus nor a statement in lieu of a

prospectus)

ANNEXURE XI: DETAILS OF SECURITIES PURCHASED OR SOLD

Transfer of 13,38,250 shares (constituting 5.07% of share capital) from

Tr HARIDAS KANANI sir to DR. HARIN HARIDAS KANANI sir
Dat
an
e of Pre-Transaction Post-Transaction
sa
Tra % w.r.t
cti
nsa total
on Shareholding details
ctio No. of share No. of % w.r.t total
rol
n shares capital of shares share capital
e
held TC held of TC
Bu DR. HARIN
a. 20,00,000 7.58 33,38,250 12.65
yer KANANI sir
HARIDAS
Apri KANANI sir
l 9, (joint demat
202 Sel account with
b. 1,04,05,078 39.44 90,66,828 34.37
5 ler BEENA
HARIDAS
KANANI
ma'am)

Transfer of 29,12,941 shares (constituting 11.04% of share capital) from

Tr HARIDAS KANANI sir to BEENA HARIDAS KANANI ma'am
Dat
an
e of Pre-Transaction Post-Transaction
sa
Tra % w.r.t
cti
nsa total
on Shareholding details
ctio No. of share No. of % w.r.t total
rol
n shares capital of shares share capital
e
held TC held of TC
BEENA
Bu
a. HARIDAS 1,00,309 0.38 30,13,250 11.42
yer
KANANI ma'am
Apri HARIDAS
l KANANI sir
11, (joint demat
202 Sel account with
b. 90,66,828 (#) 34.37 61,53,887 23.33
5 ler BEENA
HARIDAS
KANANI
ma'am)
(#) HARIDAS KANANI sir's holding before the transaction is after considering
transfer of 13,38,250 equity shares of the Company to Dr. Harin Haridas Kanani,
Promoter and Managing Director of the Company by way of Gift (through an off-
market transaction) on April 9, 2025.

Transfer of 61,53,887 shares (constituting 23.33% of share capital

Tr from HARIDAS KANANI sir (joint demat account with BEENA HARIDAS
Dat KANANI ma'am) to HARIDAS KANANI sir (Individual / single demat
an
e of account)
sa
Tra
cti Pre-Transaction Post-Transaction
nsa
on % w.r.t
ctio
rol Shareholding details No. of total No. of % w.r.t total
n
e shares share shares share capital
held capital of held of TC