Private & Confidential...KRIBHCO Fertilizers Limited (Incorporated on 08.12.2005 under the Companies Act, 1956) Registered Office: A-60, Kailash Colony, New Delhi- 110048 Corporate

Private & Confidential

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Disclosure Document as per Schedule I of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and amendments thereto

Private & Confidential – For Private Circulation Only

KRIBHCO Fertilizers Limited (Incorporated on 08.12.2005 under the Companies Act, 1956) Registered Office: A-60, Kailash Colony, New Delhi- 110048

Corporate Office: KRIBHCO Bhawan, A-10, Sector-1, Noida- 201301, Gautam Budh Nagar, Uttar Pradesh

CIN: U24121DL2005PLC143452; Tele: 0120-2443701; Fax: 0120-2545464

Website: http://www.kfl.net.in, E-Mail: [email protected] This Disclosure Document is issued as per the requirements of Schedule I of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and amendments thereto and provisions of Companies Act, 2013 and Rules thereunder (as applicable) for issue of Secured, listed, Rated, redeemable, nonconvertible, non-cumulative, taxable bonds in the nature of Non-Convertible Debentures (the “NCDs”) up to Rs. 200 crore of face value of Rs. 10,00,000 each would be issued at par on private placement basis. GENERAL RISK: Investors are advised to read the Risk Factors carefully before taking an investment decision in this offer. For taking an investment decision, the investors must rely on their own examination of the Issuer and the offer/ Issue including the risks involved. The Offer/ Issue being made only under private placement basis and this Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The NCDs have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. The Offer/ Issue being made only under private placement basis. ISSUER'S ABSOLUTE RESPONSIBILITY: The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Disclosure Document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING: “AA-/Stable” by CRISIL: “CRISIL AA-/Stable)” (pronounced as CRISIL double A minus rating with Stable outlook) by CRISIL for Rs.200 crore Non-convertible Debentures indicating “High degree of safety regarding timely servicing of financial obligation”. Such Instruments carry very low credit risk.

The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc. For details, kindly refer para on “Credit Rating’ mentioned elsewhere in this Disclosure Document and credit rating letter annexed herewith.


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AUTHORITY TO THE ISSUE

The present issue of NCDs is being made pursuant to the resolutions passed on 20th November, 2017 under Section 180(1)(c) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 by the consent of Shareholders of the Company where the overall borrowing power by the Board and outstanding at any time shall not exceed the sum of Rs. 4000 crore (Rupees Four Thousand Crore only) exclusive of interest payable on the borrowings. Further pursuant to the resolutions passed under Section 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modifications or re-enactment thereof, for the time being in force), shareholders of the Company have approved to issue secured/unsecured, listed/unlisted, redeemable, non-convertible, bonds/debentures/debt securities (“Bonds”) through private placement in one or more series/tranches, provided that the total amount subscribed and outstanding at any time shall not exceed Rs.800 Crore (Rupees Eight Hundred crore). The proposed borrowing is within the overall borrowing limits of the Company. The Sub-Committee of the Board vide resolution dated 28.04.2020 had approved the proposed issue. Listing: The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE Limited (“BSE / Stock Exchange”). The Issue would be under the electronic book mechanism for issuance of debt securities on private placement basis as per the Securities and Exchange Board of India (“SEBI”) circular no. SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018 any amendments thereto (“SEBI EBP Circular”) read with the “Updated Operational Guidelines for issuance of Securities on Private Placement basis through an (“Electronic Book Mechanism”) issued by BSE vide their Notice no. 20180928-24 dated September 28, 2018 and any amendments thereto (“BSE EBP Guidelines”), together with the SEBI EBP Circular referred to as the “Operational Guidelines”). The Company intends to use the BSE Bond – EBP platform (as defined in the section titled “Definitions”) for the Issue.

ISSUE SCHEDULE ISSUE OPENING DATE

06.05.2020 ISSUE CLOSING DATE

06.05.2020

The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue will be open for bidding on the Issue Opening Date. The issue shall be subject to the provision of the Companies Act, the rules notifies thereunder SEBI ILDS Regulations, the Memorandum and Articles of Association of the Issuer, the terms and condition of the Disclosure Document Filed with the BSE and other documents in relation to the Issue.

DEBENTURE TRUSTEE REGISTRAR TO ISSUE Beacon Trusteeship Limited, 4C & D Siddhivinayak Chambers, Gandhi Nagar, Opp MIG Cricket Club, Bandra (East) Mumbai 400051, Maharashtra

LINK INTIME INDIA PVT LTD – C-101, 247 Park, L.B. S. Marg, Vikhroli (West), Mumbai – 400 083

ARRANGER / BANKER TO THE ISSUE ICICI Bank Limited,

325, 3rd Floor, ICICI Tower, NBCC Place Bhishma Pitamah Marg, Pragati Vihar

New Delhi - 110 003


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S.no. CONTENTS Page No.

1. DEFINITIONS / ABBREVIATIONS 4 2. DISCLOSURES / DISCLAIMERS 6 3. DISCLOSURE BY ISSUER 9 4. A BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS 10 5. RISK FACTORS 11 6. CORPORATE STRUCTURE 12 7. KEY OPERATIONAL AND FINANCIAL PARAMETERS 12 8. BRIEF HISTORY OF SHARE CAPITAL OF ISSUER COMPANY SINCE INCORPORATION AND CHANGES

IN CAPITAL STRUCTURE 13

9. SHAREHOLDING PATTERN 14 10. DETAILS OF THE DIRECTORS OF THE COMPANY 15 11. DETAILS OF THE STATUTORY AUDITORS OF THE COMPANY 17 12. DETAILS OF BORROWINGS OF THE COMPANY 17 13. DETAILS OF PROMOTERS OF THE COMPANY 21 14. DETAILS ON FINANCIALS OF THE COMPANY 22 15. MATERIAL EVENTS HAVING IMPLICATIONS ON THE FINANCIAL/CREDIT QUALITY 22 16. THE DETAILS OF DEBETNURE TRUSTEE INCLUDING THEIR CONSENT 22 17. CREDIT RATING AND CORPORATE GUARANTEE 22

18. OTHER DETAILS 23

19. DISCLOSURES PERTAINING TO WILFUL DEFAULTS 23 20. ISSUE PROCEDURE 24 19. APPLICATION PROCESS AND OTHER ISSUE RETLATED DETAILS 28 20. APPLICATION FORM 34 21. ISSUE DETAILS 36 22. UNDERTAKING BY THE COMPANY 46 23. ANNEXURE 1: BOARD, SUB-COMMITTEE AND SHAREHOLDER RESOLUTION AUTHORIZING FOR

ISSUING NCD 47

24. CONSENT LETTER FROM DEBENTURE TRUSTEE 52 25. RATING LETTER FROM CRISIL 53 26. ABRIDGED NINE MONTHS PROVISIONAL RESULTS AS AT 31.12.2019 AND LAST THREE YEARS

ABRIDGED BALANCE SHEET, PROFIT AND LOSS AND CASH FLOW 54


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DEFINITIONS/ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Disclosure Document.

Term Meaning/ Definition/ Complete Term

Act The Companies Act, 1956 and to the extent repealed and/or replaced by The Companies

Act, 2013, shall mean the Companies Act, 2013

AGM Annual General Meeting Application Form The form in terms of which, the investors shall apply for Secured, listed, Rated,

redeemable, nonconvertible, non-cumulative, taxable bonds in the nature of Non-Convertible Debentures (the “NCDs”) of the Company

Arranger / Sole Arranger ICICI Bank Limited Articles Articles of Association of the Company

Beneficial Owner(s) Debenture holder(s) holding Debenture(s) in dematerialized form (Beneficial Owner

of the Debenture(s) as defined in clause (a) of sub-section1 of Section 2 of theDepositories Act, 1996)

BSE Bond-EBP Platform Electronic Book Provider Platform of BSE for issuance of debt securities on private placement basis

Business Days shall mean any day of the week (excluding Saturdays, Sundays and any day which is a public holiday) for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881) (as may be amended/ supplemented from time to time) or any other day on which banks are closed for customer business in Mumbai, India) on which money market is functioning in Mumbai & New Delhi.

Board/ BoD / BOD Board of Directors of the Company

Company/ Issuer Company/ Issuer/ (KFL)

KRIBHCO Fertilizers Limited

Rating Agency CRISIL Limited CDSL Central Depository Services (India) Limited Debenture(s)/ NCD(s) / Non-convertible Debentures

Secured, listed, Rated, redeemable, nonconvertible, non-cumulative, taxable bonds in the nature of Non-Convertible Debentures (the “NCDs”) of Rs.10,00,000/- each offered through private placement route under the terms of this Disclosure Document

Debenture Holder(s) / Investors

The holder(s) of the Debenture(s) in dematerialized form

Debenture Trustee / Trustees / Trustees to the Debenture holder(s)

Beacon Trusteeship Limited (“BTL” / “Debenture Trustee”), which is registered with SEBI as a debenture trustee, and having registration no. IND000000569)

Deemed Date of Allotment (DDA)

means the date on which the Debentures have been deemed to be allotted to the Debenture Holder(s)

DP Depository Participant Depository(ies) National Securities Depository Limited (NSDL) or, Central Depository Services

(India) Limited (CDSL)

FY/ F.Y. Financial Year FIs Financial Institutions Gcal Gigacalorie GOI Government of India


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Issue/ Offer/ Offering Private Placement of Secured, listed, Rated, redeemable, nonconvertible, non-cumulative, taxable bonds in the nature of Non-Convertible Debentures (the “NCDs”) of Rs.10,00,000/- each for cash at par aggregating Rs.200 crore

IT Income Tax IT Act The Income Tax Act, 1961 (as amended from time to time) Investor / Eligible Investor Any investor(s) authorised to invest in these Debentures, when specifically approached

and subject to the compliance with the relevant regulations/guidelines applicable to them for investing in this Issue, are eligible to apply for this private placement of Debentures.

Majority Debenture Holder debenture holders holding not less than three-fourths in value of the total debentures Material Adverse Effect “Material Adverse Effect” means an event, circumstance, occurrence or condition

which has caused, as of any date of determination, or could reasonably be expected to cause a material adverse effect on or a material adverse change in the judgment of the Debenture Trustee, acting on the instruction of not less than three-fourths in the value of total debenture holders (the “Majority Debenture Holders”) in:

a) the financial condition, business or operation of the Issuer, environmental, social or

otherwise or prospects of the Issuer;

b) the ability of the Company to enter into and to perform its obligations under the Transaction Documents or any other related document to which Company is or will be a party; or

c) the validity or enforceability of the Transaction Documents or any other related document or the rights or remedies of the Debenture Holder(s) thereunder.

Memorandum Memorandum of Association of the Company MTPA / MT Metric Ton Per Annum / Metric Ton (1000 kg) NA Not Applicable PAN Permanent Account Number Promoter / Kribhco/Guarantor

KRISHAK BHARATI CO-OPERATIVE LIMITED

Registrars to the Issue/ Registrars/ Registrar & Transfer Agents

LINK INTIME INDIA PVT LTD – C-101, 247 Park, L.B. S. Marg, Vikhroli (West), Mumbai – 400 083

Pay In Date The date on which the subscribers shall make payment for subscription to the Debentures Relative Shall have the same meaning assigned to the term under the Act ROC/ RoC Registrar of Companies, NCT of Delhi & Haryana RBI The Reserve Bank of India SEBI ILDS SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and amendments thereto TDS Tax Deducted at Source Transaction Documents Shall mean the documents executed or to be executed in relation to the issuance of the

Debentures. (a) Debenture Trustee Agreement and Trustee consent letter; (b) Debenture Trust Deed; (c) Rating letter and Rationale (d) Escrow Agreement (e) Deed of Guarantee

Such other documents designated as Transaction Documents by the Debenture Holders or agreed in the Issue Details


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DISCLOSURES / DISCLAIMERS

AUTHORITY FOR THE PRESENT ISSUE This present issue of Debentures is being made pursuant to the Resolution of the Board of Directors of the Company, passed at its meeting held on 20th November, 2017, resolution passed by the Sub-committee of the Board on 28.04.2020 and is within the general borrowings limits set out in resolution passed by members of the Company under section 180 (1) (c) in their meeting held on 20th November, 2017.

REGISTRATION AND GOVERNMENT APPROVALS The Company can undertake the activities proposed by it in view of the present approvals and no further approval from any government authority (ies) is required by the Company to undertake the proposed activities save and except those approvals which may be required to be taken in the normal course of business from time to time.

CREDIT RATING KRIBHCO Fertilizers Limited has obtained credit rating of “CRISIL AA-/Stable” (pronounced as CRISIL double A minus rating with Stable outlook) from CRISIL Limited for Rs.200 Crores of its Non-convertible Debentures indicating “High degree of safety regarding timely servicing of financial obligation”. Such Instruments carry very low credit risk. Investors may please note that, the rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc. For details, please refer to para on “Credit Rating’ mentioned elsewhere in this Disclosure Document.

MINIMUM SUBSCRIPTION As the Issue of Debentures is being made on private placement basis, the requirement of minimum subscription shall not be applicable.

ISSUE SCHEDULE The issue time-table such as issue opening, issue closing and the deemed date of allotment, shall be decided in mutual discussion between the Issuer & the Sole Arranger The Company can, at its sole and absolute discretion change the terms of the offer before receipt of subscription application. The Company reserves the right to close the Issue earlier from the closing date or change the Issue time table including the Deemed Date of Allotment (as defined herein) at its sole discretion, without giving any reasons. The Issue will be open for for bidding as per the bidding window that would be communicating through the BSE Bond-EBP Platform. The Issue shall be subject to the terms and conditions of this Disclosure Document and other documents in relation to the Issue.

GENERAL DISCLAIMER This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus under the Companies Act, 2013. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by KRIBHCO Fertilizers Limited (the “Issuer”/ the “Company”). The document is for the exclusive use of the Investors to whom it is delivered and it should not be circulated or distributed to third party(ies). This requirement is to facilitate investors to take an informed decision for making investment in the proposed Issue. The Debenture Trustee, “ipso facto” does not have the obligations of a borrower or a principal debtor or a guarantor as to the monies paid/invested by investors for the NCDs.”


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DISCLAIMER OF THE ISSUER The Issuer confirms that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect. All information considered adequate and relevant about the Issue and the Company has been made available in this Disclosure Document for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever. The Company accepts no responsibility for statements made otherwise than in this Disclosure Document or any other material issued by or at the instance of the Issuer Company and anyone placing reliance on any other source of information would be doing so at his/her/their own risk. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure Document are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom application forms along with this Disclosure Document being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Disclosure Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding the contents of this Disclosure Document and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer. Provided however, consent of the Issuer shall not be required when the contents of the Disclosure Document are required to be reproduced/shared with any potential transferees/ buyer of NCDs.

The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Provided that any such subsequent event or any change in the terms and conditions specified in this Disclosure Document shall be undertaken only after obtaining prior consent of the Debenture Trustee (acting on instructions of the Majority Debenture Holders). Neither the delivery of this Disclosure Document nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. Notwithstanding anything contained herein, before undertaking any change in the affairs of the Issuer, the Issuer shall forthwith inform the debenture trustee/debenture holders of the same. This Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Disclosure Document comes are required to inform themselves about and to observe any such restrictions. The Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential. The financial statements contained in the Disclosure Document are prepared/ computed as per the permissible accounting practices. While due care has been taken to reflect the true economic reality regarding the financials of the Company as far as possible, the investors may want to make their own adjustments to the same before arriving at an investment decision in the offer.


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UNDERTAKING TO EXECUTE DEBENTRUE TRUST DEED The Issuer undertakes that it will execute the Debenture Trust Deed within the timelines prescribed under the SEBI Debt Regulations, 2008 and will be submit the same with BSE within five working days of execution of the same for uploading on its website. The creation of such security shall be sufficient compliance of the Issuer’s obligation to create security. As per Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) (Second Amendment) Regulations, 2019, where an issuer fails to execute the trust deed within the period specified, without prejudice to any liability arising on account of violation of the provisions of the Act and these Regulations, the issuer shall also pay interest of at least two percent per annum to the debenture holder, over and above the agreed coupon rate, till the execution of the trust deed. DISCLAIMER IN RESPECT OF JURISDICTION This offer of NCDs is made in India to such persons who are eligible to subscribe or hold Debentures in accordance with Indian laws. The Disclosure Document does not, however, constitute an offer to sell or an invitation to subscribe to securities offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Disclosure Document comes is required to inform himself about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of the courts at New Delhi. DISCLAIMER OF THE ARRANGER The “Issuer” (“Company”) has authorized the Arranger to distribute this Disclosure Document in connection with the proposed transaction outlined in it (the “Transaction”) and the Debentures proposed to be issued in the Transaction. Nothing in this Disclosure Document constitutes an offer of securities for sale in any other jurisdiction where such offer or placement would be in violation of any law, rule or regulation. The Issuer has prepared this Disclosure 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 approval for the issuance of the Debentures. All the information contained in this Disclosure Document has been provided by the Issuer or is publicly available information, and such information has not been independently verified by the Arrangers. No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted, by the Arrangers or their affiliates for the accuracy, completeness, reliability, correctness or fairness of this Disclosure Document or any of the information or opinions contained therein, and the Arrangers hereby expressly disclaim, to the fullest extent permitted by law, any responsibility for the contents of this Disclosure Document and any liability, whether arising in tort or contract or otherwise, relating to or resulting from this Disclosure Document or any information or errors contained therein or any omissions therefrom. Each person / Investor receiving this Disclosure Document acknowledges and agree that the Arrangers will not have any such liability. Each person / Investor receiving this Disclosure Document agrees to carefully read and retain this Disclosure Document. Each person / Investor receiving this Disclosure Document agrees not to construe the contents of this Disclosure Document as investment, legal, accounting, regulatory or tax advice, and Each person should consult with its own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures.


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DISCLOSURE BY ISSUER

A: Issuer Information

Name Kribhco Fertilizers Limited Registered office of the Issuer

A-60, Kailash Colony, New Delhi- 110048

Corporate Office of the Issuer KRIBHCO Bhawan, A-10, Sector-1, 4th Floor, Noida- 201301, District Gautam Budh Nagar, Uttar Pradesh

Chief Financial Officer of the Issuer Mr. M. C. Bansal KRIBHCO Bhawan, 4th Floor, A-10, Sector-1, Noida- 201301, District Gautam Budh Nagar (U.P.) Email ID: [email protected]

Compliance Officer of the Issuer Mr. Bipin Chandra Phuloria Company Secretary KRIBHCO Bhawan, 4th Floor, A-10, Sector-1, Noida- 201301, District Gautam Budh Nagar, Uttar Pradesh (M): 9899198553 Email ID: [email protected] Website: www.kfl.net.in

Arrangers, if any, of the instrument

ICICI Bank Limited 325, 3rd Floor, ICICI Tower, NBCC Place Bhishma Pitamah Marg, Pragati Vihar New Delhi - 110 003

Trustee of the Issue Beacon Trusteeship Limited, 4C & D Siddhivinayak Chambers, Gandhi Nagar, Opp MIG Cricket Club, Bandra (East) Mumbai 400051, Maharashtra Tel: 022-26558759 Email id: [email protected] Website: http://www.beacontrustee.co.in

Registrar of the Issue

Link Intime India Pvt Ltd C-101, 247 Park, L.B. S. Marg, Vikhroli (West), Mumbai – 400 083 Tel: 022-49186000 Email id: [email protected]

Credit Rating Agency of the Issue

CRISIL Limited CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai- 400 076. Phone: +91 22 3342 3000 | Fax: +91 22 4040 5800 www.crisil.com

Statutory Auditor of the Company Statutory Auditor- M/s S.K. Mehta & Co. Chartered Accountants, Firm’s Registration No.: 000478N 504, Kirti Mahal, 19, Rajendra Place, New Delhi – 110008


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(B) A BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS:

(i) Overview:

KFL operates in an industry which is highly regulated in India. For sustained agricultural growth in the country and to promote balanced nutrient application, fertilizers are made available to farmers at affordable prices. KFL’s key product, Urea, is a controlled fertilizer and is sold at statutory notified uniform sale price. Due to controlled selling prices for its product, KFL earns a return on its investment through GOI support. The statutorily notified sale price of urea is generally less than its cost of production. The difference between the cost of production and the notified selling price is paid as subsidy to KFL by GOI, under the New Pricing Scheme (NPS) for Urea units stipulated by Ministry of Chemicals and Fertilizers. The current policy regime for Urea pricing by KFL is governed by New Urea Policy 2015 as well as NPS 2008, issued by Ministry of Chemicals and Fertilizers, GOI. This policy has been discussed in detail in section on Industry & Market Assessment. KFL has manufacturing capacity of 0.86 MTPA Urea & 0.5 MTPA ammonia located at Shahjahanpur, U.P. with entire marketing rights for the urea produced by KFL are with KRIBHCO, its promoter. The Urea and ammonia plant of the Company operated at 119.55% and 124.82% capacity utilization respectively in FY 2019-2020 and the energy consumption for Urea and Ammonia was 5.4622 Gcal/MT and 7.7089 Gcal/MT respectively. The plant is located along the Hazira-Vijaypur-Jagdishpur ("HVJ") gas pipeline, thereby ensuring availability of gas. KFL has long-term gas sourcing contracts with GAIL (India) Limited, BPCL and Reliance Industries & its Associates (KG basin gas) etc. As per the guidelines for gas pooling for the fertilizer sector, a weighted average price will be worked out for the industry and all units will get gas at a uniform delivered price. As per the policy, pooling will be done for 25 gas-based urea units and the three conversion units until FY2018. An Empowered Pool Management Committee (EPMC) of GOI has been constituted, which will approve the plant-wise gas supplies as well as purchase arrangements by the pool operator and monitor utilization of domestic gas and penalize fertilizer companies not making payments within the due date. The entire cost of the Gas is a pass through in the form of subsidy; the increase in the cost of Gas may not adversely impact the EBIDTA margins of KFL. The limited impact on the profitability of KFL is in the form of increased working capital requirements resulting in higher finance costs. KFL’s products are being marketed by KRIBHCO, which continues to maintain the 2nd highest market share of Urea sales in the Country. KRIBHCO being a Co-operative, markets its products through its member co-operatives and dealers spread across various states in the country. The product range sold by KRIBHCO includes Urea (own & procured), Neem Coated Urea, Procured/ imported Fertilizers like Single Super Phosphate (SSP), Di-Ammonium Phosphate (DAP) and Murate of Potash (MOP), Zinc Sulphate, Water soluble fertilizers, Hybrid seed, certified seeds, bio-fertilizers (Liquid & Semi solid) and city compost.

RISK FACTORS


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KFL manufactures and sells nitrogenous fertilizer, viz. urea which is a controlled commodity and is subject to pricing, distribution and movement control through the Fertilizer Control Order (FCO), 1985 and Fertilizer Movement (Control) Order, 1973 issued under the Essential Commodities Act (ECA), 1955. The company also sells Ammonia.

KFL business is primarily dependent on the continuous supply of natural gas. Inadequate availability and/or disruption in supplies may adversely affect the results of our operations.

KFL’s urea is sold at statutorily notified sale price which is generally less than the cost of production and the difference between the cost of production and selling price is compensated by the Government as subsidy. As per past trends there were delays in receivables of subsidy payments which had impact on cash flows.

Agricultural production is dependent on a number of factors including weather patterns and field conditions, current and projected grain inventories and prices, the domestic and international demand for agricultural products and domestic and international policies regarding trade in agricultural products. Any variations could have an adverse effect on the market for our products.

KFL operations are subject to hazards, inherent in the manufacturing, transportation, storage and distribution of chemical fertilizers and ammonia. KFL has taken a comprehensive risk insurance policy to mitigate such risks.

KFL is subject to numerous environmental, health and safety laws and regulations, including laws and regulations relating to the generation, treatment, storage, disposal and handling of hazardous substances and wastes; and the cleanup of hazardous substance releases.

Vulnerability of profitability of the fertiliser sector to regulatory policies and agro-climatic conditions, currency risks etc.

The Fertilizer Plant and our business operations are vulnerable to damage or interruptions in operations due to adverse weather conditions, earthquakes, tsunami, fires, explosions, power loss, software flaws, viruses, transmission cable cuts or similar events. Any failure of our systems or any shutdown of any part of our Fertilizer Plant, because of operational disruption, natural disaster such as flood or earthquake, or otherwise, could disrupt our services and result in significant costs.

KFL business is capital intensive, requiring substantial capital to maintain and operate the Fertilizer Plant. Further there is requirement of significant amounts of capital for enhancing the existing capacity. As and when the capital expenditure requirements exceed the available resources, there will be requirement of additional debt or equity financing. Additional debt financing or an increase in the borrowing cost could increase the total interest cost and may also require to comply with additional restrictive covenants in the financing agreements. If there is a failure to renew existing funding or to obtain additional financing on acceptable terms in a timely manner, it could adversely impact our planned capital expenditure, business and profitability.

Production beyond re-assessed capacity is about 20% is subject to a cap of International Parity Price (IPP) plus incidental expenses. In case KFL concession price exceeds this cap, the matter is taken up by individual company/FAI with Government of India to relax this cap. Normally Government of India relax this cap. In case this cap is not relaxed in any year it may have adverse effect on profitability.


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(ii) CORPORATE STRUCTURE:

- KRIBHCO Fertilizers Limited (KFL) (formerly Kribhco Shyam Fertilizers Ltd.) incorporated in 2005 to acquire 0.86

MTPA Urea plant & 0.5 MTPA ammonia plant located at Shahjahanpur, Uttar Pradesh from Oswal group. KRIBHCO has a 100% stake in KFL wef 21/04/2016.

- KRIBHCO (3rd largest manufacturer of Urea in the Country) incorporated in 1980, is a Multi-State Co-operative Society registered under the Multi-State Co-operative Society Act, 2002 (MSCS) with 10,000 co-operative societies/ institutions being members of KRIBHCO.

The Company does not have any Subsidiaries or Associate Companies.

(iii) Key operational and financial parameters for the last 3 audited years on standalone basis: (Rs. in crores)

Parameters (Unaudited & Provisional) 31-03-2019 31-03-2018 31-03-2017 31-12-2019

For Non- Financial Entitites Net worth 471.60 479.93 486.61 578.00 Total Debt 1,636.20 2,079.79 1,378.41 1,396.82 of which – Non current Maturities of Long Term Borrowing 263.32 496.38 449.70 539.54

- Short Term Borrowing 1,176.17 1,448.18 836.14 784.21 - Current Maturities of Long Term Borrowing 196.71 135.22 92.57 73.07 Net Fixed Assets 917.44 955.87 1,027.69 1,083.84 Non Current Assets apart from Net Fixed Assets 63.00 42.30 23.63 67.40

Cash & Cash Equivalents 0.53 0.45 0.53 0.80 Current Investments - 20.56 30.36 - Currents Assets 1,374.72 1,829.74 1,092.17 1,057.18 Current Liabilities 1,582.26 1,817.08 1,182.55 1,080.24 Net Sales 1,904.77 2,629.01 1,728.52 1,611.50 EBITDA (Earning Before Interest, taxes, depreciation and amortization) 146.75 209.93 94.43 162.49

EBIT 83.91 127.06 10.18 81.69 Interest 98.57 132.67 100.83 104.40 PAT (after adjustment for monority sharehodlers) -14.66 -5.60 -90.65 -22.71

Dividend Amounts 0 0 0 0 Current ratio 0.87 1.01 0.92 0.98 Interest coverage ratio* 1.49 1.58 0.94 1.56 Gross debt/equity ratio** 3.47 4.33 2.83 2.42 Debt Service Coverage Ratio*** 0.69 0.93 0.54 1.06

* Interest coverage ratio (EBIDTA/Finance Cost) ** Gross debt/equity ratio (Total debt/Networth) *** Debt Service Coverage Ratio excluding Prepayments (EBIDTA/( - Current Maturities of Long Term Borrowing of Previous FY+ Finance Cost of Current FY)


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Gross Debt: Equity Ratio of the Company:-

Before the issue of Debt Securities (based on 31.12.2019) 3.47 After the issue of Debt Securities (present issue of Rs. 200 crore) 3.89

Note: Debt includes Short & Long Term (iv) Project Cost and Means of Financing in case of Funding of new projects

NA (C) A BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION:-

(i) Details of the Share Capital as on last quarter end i.e. 31st March, 2020

As on March 31, 2020 Nominal Amount 1. Share Capital A. Authorized Share Capital 100,00,00,000 (P.Y. 100,00,00,000) equity shares of Rs. 10 each 10/- 10,00,00,00,000

B. Issued , Subscribed , Called & Paid Up 80,00,57,143 (P.Y. 80,00,57,143 ) equity shares of Rs. 10 each fully paid 10/- 800,05,71,430

Total issued, subscribed and fully paid-up share capital 800,05,71,430 Note: CAPITAL REDUCTION SCHEME

The Company had approved proposal on Capital Reduction Scheme wherein the accumulated losses of Rs. 320.12 crore as per audited balance sheet as on 31.03.2019 will be written off against the paid-up equity capital. This will reduce the existing paid-up share capital from Rs. 800.06 crore to Rs. 479.94 crore. After taking approval from the shareholders, the Petition was filed on 03.10.2019 before Hon’ble National Company Law Tribunal (NCLT) for taking their approval. The Company had also filed NOC from more than its 99% Creditors. The Petition was heard and reserved for judgment on 20.01.2020. Due to nationwide lockdown to avoid spreading of COVID 19, the matter was not disposed-off during FY 2019-20.

(ii) Changes in its capital structure as on last quarter end, for the last five years:-

Date of Change (AGM) Equity Capital (in Rs.) Particulars 05.08.2015 800,05,71,430 No Change 21.04.2016 800,05,71,430 No Change 27.04.2017 800,05,71,430 No Change 25.04.2018 800,05,71,430 No Change 30.04.2019 800,05,71,430 No Change

(iii) Equity Share Capital history of the Company as on last quarter end, for the last 5 (Five) years:

Date of Allotment

(No. of Equity shares

Face Value (Rs.) Issue

Price (Rs.)

Consideration (Cash, other than cash etc.)

Nature of Allotment

Cumulative Remarks

No. of equity shares

Equity Share capital (Rs.)

Equity share

premium (in Rs.)

Since FY 2015-16, the Company has not offered any fresh equity capital, hence there is no changes in Equity Share Capital


14

KFL was formed as a JV Company of KRIBHCO and Shyam group with a shareholding ratio of 60:40. On March 30, 2009, Shyam group transferred 25% of its equity to KRIBHCO resulting in change in shareholding ratio to 85:15. On 30.11.2015 the shareholding ratio was again changed from 85:15 to 92.5:7.5 & from 21.04.2016 KRIBHCO is having the 100% shareholding of the Company.

(iv) Details of any Acquisition or Amalgamation in the last 1 year: No

(v) Details of any Reorganization or Reconstruction in the last 1 years: None (D) DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END:-

(i) Shareholding pattern of the Company as on last quarter ended on 31st March, 2020:-

Sr No Particulars Total No of Equity

Shares No of shares in demat form

Total Shareholding as % of total no of equity shares

1. KRISHAK BHARATI COOPERATIVE LIMITED

80,00,57,136 80,00,57,136 100%

2

DR CHANDRAPAL SINGH YADAV (NOMINEE OF KRIBHCO)

1 1 0

3

SHRI VAGHAJIBHAI RUGNATHABHAI BODA (NOMINEE OF KRIBHCO)

1 1 0

4

SHRI SUDHAKAR CHOWDARY VALLABHANENI (NOMINEE OF KRIBHCO)

1 1 0

5

SHRI RAJAN CHOWDHRY (NOMINEE OF KRIBHCO)

1 1 0

6

SHRI VIRENDRA SINGH SIROHI (NOMINEE OF KRIBHCO)

1 1 0

7 DR SUNIL KUMAR SINGH (NOMINEE OF KRIBHCO)

1 1 0

8 DR BIJENDER SINGH(NOMINEE OF KRIBHCO)

1 1 0

80,00,57,143 80,00,57,143 100.00

Notes: - None of the equity shares are either pledged or encumbered by the promoters


15

(ii) List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. March 31, 2020:-

Sr No. Name of the Shareholder Total Shares held Shares as % of Total

No. of Shares

1 KRISHAK BHARATI COOPERATIVE LIMITED 80,00,57,136 99.99

2 DR CHANDRAPAL SINGH YADAV (NOMINEE OF KRIBHCO) 1 0.00

3 SHRI VAGHAJIBHAI RUGNATHABHAI BODA (NOMINEE OF KRIBHCO) 1 0.00

4 SHRI SUDHAKAR CHOWDARY VALLABHANENI (NOMINEE OF KRIBHCO) 1 0.00

5 SHRI RAJAN CHOWDHRY (NOMINEE OF KRIBHCO) 1 0.00

6 SHRI VIRENDRA SINGH SIROHI (NOMINEE OF KRIBHCO) 1 0.00

7 DR SUNIL KUMAR SINGH (NOMINEE OF KRIBHCO) 1 0.00

8 DR BIJENDER SINGH(NOMINEE OF KRIBHCO) 1 0.00

Total 80,00,57,143 100.00

(e) DETAILS REGARDING THE DIRECTORS OF THE COMPANY:

(i) Details of the Current Directors of the Company as on 31.03.2020

S No

Director Name DIN Address Designation Age Date Of Appointment

Directorship in other companies

1 Dr. Chandrapal Singh Yadav

00023382 466, Masiha Ganj, Sipri Bazaar, Jhansi – 284003(Uttar Pradesh)

Chairman 61 08/12/2005 Kribhco Infrastructure Ltd Krishco Gramin Vikas

Sanstha Continental Multimodel

Terminals Ltd. Nagarjuna Fertilizers and

Chemicals Limited Nagarjuna Oil Refinery Ltd

2 Sh. Sudhakar Chowdary Vallabhaneni

00320555 59-7-3A, Acharya Ranga Street, Ramachandra Nagar, Vijaywada, Krishna – 520 008 (Andhra Pradesh)

Director 50 03/02/2020 Mohan Spintex India Limited Mohan Apparels Pvt Ltd Mohan Renewable Energy

India Private Limited Mohan Dwellings Pvt Ltd Mohan Mercantile India

Private Limited Confederation of Indian

Textile Industry BSR Infratech India Limited The Cotton Textiles Export

Promotion Council


16

3 Sh. Rajan Chowdhry

02199935 A -1/123, Ground Floor, Paschim Vihar, New Delhi – 110063

Director 59 21/03/2013 Kribhco Infrastructure Ltd Krishco Gramin Vikas

Sanstha Gujarat State Energy

Generation Ltd.

4 Sh. Bikash Dhari Sinha

00026823 B-12, Sector -55, Noida (U.P.) 201 301

Independent Director

67 20/03/2017 Krishco Gramin Vikas Sanstha

5 Mrs. Shilpi Arora

00264257 E -128, 2nd floor Greater Kailash – II, New Delhi -110048


47 20/03/2017 Noleggio Hub Pvt. Ltd. Srisim Estate Pvt. Ltd.

6 Sh. Shallan Jaggia

03130195 C-56, Sector -26, Noida (U.P) 201 301


67 04/05/2017 Nil

7 Sh. Ravi Kumar Chopra

06969911 Flat No. 12, Park View Apartments, A-100/3, Near Metro City Center, Sector -51A, Noida (U.P.) 201301

Managing Director

62 01/02/2019 The Fertiliser Association of India

Note: As per the declarations submitted by the Directors, none of them are appearing in the RBI defaulter list and/or ECGC default list, if any.

(ii) Details of change in Directors since last three years-(01/04/2017 to 31.03.2020)

Name, Designation and DIN Date of

Appointment/ Resignation

Director of the Company since (in case of resignation)

Remarks Name Designation DIN

Shri Shallan Jaggia


03130195 04.05.2017 (Appointment)

Shri Om Prakash Gupta

Managing Director

07519713 31.01.2019 (Superannuation)

28.05.2016 (Appointment)

Shri Ravi Kumar Chopra

Managing Director

06969911 01.02.2019 (Appointment)

He was appointed as Director Technical w.e.f. 01.02.2019 with additional charge of MD of the Company. W.E.F. 07.11.2019, he was given full-fledged charge of MD of the Company.


17

Sh. Vaghajibhai Rugnathabhai Boda

Director 01816525

23.01.2020 (Resignation)

26/07/2010 (Appointment)

Sh. Sambasiva Rao Nannapaneni

Director 06400663 23.01.2020 (Resignation)

19/06/2014 (Appointment)

Sh. Sudhakar Chowdary Vallabhaneni

Director 00320555 03.02.2020 (Appointment)

(f) FOLLOWING DETAILS REGARDING THE STATUTURY AUDITORS OF THE COMPANY:

(i) Details of the Statutory Auditor of the Company:-

Name Address Auditor since S.K. Mehta & Co. Chartered Accountants Firm’s registration number: 000478N

504, Kirti Mahal 19, Rajendra Place, New Delhi – 110008

01.04.2013

(ii) Details of change in Statutory auditor since last three years:

Name Address Date of Appointment / Resignation

Auditor of the Company since ( in case of resignation)

Remarks

There is no change in the Statutory auditors of the Company in last three years

(g) DETAILS OF BORROWINGS OF THE COMPANY AS ON LAST QUARTER END I.E. MARCH 31, 2020:

(i) Details of Secured Loan facilities:- (Rs. In lakhs)

Lender’s Name

Type of Facility

Amt Sanctioned

Principal Amt outstanding

Repayment Date / Schedule

Security

State Bank of India

Long Term loan 20,000.00 10,000.00

The loan is repayable in 20 equal quarterly installments of Rs 10.00 Crore each starting from 31.12.2017.

Secured by First pari-passu charge on all fixed assets and Second pari passu charge on current assets of the Company by way of hypothecation of stocks, stores, book-debts and other current assets and further guaranteed by corporate guarantee of Krishak Bharati Cooperative Limited(KRIBHCO)

HDFC Bank

Long Term loan 25,000.00 6,000.00

The loan is repayable in quarterly installments of Rs 5.00 Crores each starting from 30.06.2015 to

Secured by First pari-passu charge on all fixed assets and Second pari passu charge on current assets of the Company by way of


18

31.03.2017, quarterly installments of Rs. 12.50 Crores each from June 2017 to March 2020 and quarterly installments of Rs. 15 Crores each from June 2020 to March 2021.

hypothecation of stocks, stores, book-debts and other current assets and further guaranteed by corporate guarantee of Krishak Bharati Cooperative Limited(KRIBHCO)

Bank of Bahrain

Long Term Loan 3,000.00 2,437.50

The loan is repayable in 16 quarterly instalments of Rs.1.87 Crores each starting from 04.08.2019.

Secured by way of First pari passu charge on the entire movable and immovable, present and future fixed assets of the company and Second pari-passu charge on the entire current assets of the company and backed by Unconditional and Irrevocable Corporate Guarantee of holding enterprise - Krishak Bharti Cooperative Limited (KRIBHCO).

IndusInd Bank

Long Term Loan 15,000.00 13,125.00

The Loan is repayable in 8 equal quarterly installments of Rs. 18.75 crores each starting from 06th March 2020

Secured by First pari-passu charge on movable fixed assets and corporate guarantee of Krishak Bharati Cooperative Limited (KRIBHCO).

ICICI Bank ECB Loan 20,000.00 20,000.00

The loan amount shall be repaid in 8 unequal quarterly instalments (for each tranche of Rs.100 crore) starting after the moratorium. The first instalment shall be paid on 27.11.2020.

Secured by way of First pari passu charge on the entire fixed, immovable and movable assets, present and future of the company and backed by Unconditional and Irrevocable Corporate Guarantee of holding enterprise - Krishak Bharti Cooperative Limited (KRIBHCO).

State Bank of India

Cash Credit Facility 30,000.00 -

Secured by First pari passu charge on all the current assets of the company by way of hypothecation of


19

stocks, store, book-debts and other current assets of the company and further guaranted by the Corporate Guarantee of holding enterprise Krishak Bharti Co-operative Limited (KRIBHCO).

State Bank of India

Working Capital Demand Loan (Sublimit of Cash Credit Facility)

30,000.00 10,000.00 24.04.2020

Secured by First pari passu charge on all the current assets of the company by way of hypothecation of stocks, store, book-debts and other current assets of the company and further guaranted by the Corporate Guarantee of holding enterprise Krishak Bharti Co-operative Limited (KRIBHCO).

HDFC Bank

Cash Credit Facility 17,500.00 70.08

Secured by First exclusive charge by way of hypothecation of company's entire current assets of the company and further guaranteed by Corporate Guarantee of KRIBHCO

HDFC Bank

Non Fund Based Limits 2,000.00 -


HDFC Bank

Working Capital Demand Loan (Sublimit of Cash Credit Facility)

17,500.00 14,000.00

Rs.5,000 Lakh on 06.05.2020. Rs.4,000 Lakh on 25.05.2020 and Rs. 5,000 Lakh on 04.06.2020


Saraswat Bank

Cash Credit Facility 10,000.00 9,548.11

Secured by First pari passu charge by way of hypothecation of company's entire current assets and


20

further guaranteed by Corporate Guarantees of holding enterprise Krishak Bharti Co-operative Limited (KRIBHCO)

Kotak Mahindra Bank

Short Term Loan 30,000.00 30,000.00

Rs. 10,000 Lakh on 04.04.2020 and Rs.20,000 Lakh 10.04.2020

Secured by First pari passu charge on all the existing and future current assets of the company and further guaranted by the Corporate Guarantee of holding enterprise Krishak Bharti Co-operative Limited (KRIBHCO).

Federal Bank

Working Capital Demand Loan

20,000.00 -

Secured by First pari-passu charge on both present and future current assets of the company and corporate guarantee of Krishak Bharati Cooperative Limited (KRIBHCO)

(ii) Details of Unsecured Loan facilities:- (Rs. In Lakhs)

Lender’s Name

Type of Facility Amt Sanctioned

Principal Amt outstanding

Repayment Date / Schedule

Axis Bank Limited Short Term Loan 50,000.00 3,500.00 04.04.2020

Union Bank of India

Overdraft/Short Term Loan 40,000.00 19,227.25

Bank of Maharashtra

Short Term Loan/FCDL 25,000.00 23,500.00 07.04.2020

Corporation Bank Short Term Loan 15,000.00 15,000.00 27.05.2020

China Trust Commercial

Bank Short Term Loan 4,000.00 4,000.00 09.04.2020

(iii) Details of NCDs:-

Debenture Series

Tenor/ Period of Maturity

Coupon

Amount (Mill.)

Date of Allotment

Redemption Date/ Schedule

Credit Rating

Secured/ Unsecured

Security

On the last quarter end i.e. March 31, 2020, there was no NCD are outstanding.


21

(iv) List of Top 10 Debenture Holders:- On the last quarter end i.e. March 31, 2020, there was no NCD are outstanding, hence Not Applicable

(v) The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued. The Issuer has not issued any Corporate Guarantee in favour of any one. The Issuer does not have any Subsidiary, JV entity etc.

(vi) Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on the latest quarter end to be provided and its breakup in following table:-

(Rs. In lakhs) Maturity Date Amount Outstanding

13.04.2020 12500

(vii) Details of Rest of the borrowing ( if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares ) as on last quarter end i.e. March 31, 2020:-

The Issuer does not have any such borrowings as on last quarter end i.e. March 31, 2020.

(viii) Details of all default/s and/or delay in payments of interest and principal of any kind of Term Loans,

debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years:

There was not a single instance of default by the company in discharging its liabilities. All payments towards interest and principal were made in time.

(ix) Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option:

Not Applicable

(h) DETAILS OF PROMOTERS OF THE COMPANY:

(i) Details of Promoters holding in the company as on the latest quarter end i.e. March 31, 2020

Sr. No.

Name of the Shareholders Total No. of Equity Shares

No. of shares in demat form

Total shareholding as % of total no. of equity shares

No. of shares pledged

% of shares pledged with respect to shares owned

1 KRISHAK BHARATI COOPERATIVE LIMITED

800057136 800057136 99.999 - -

2 DR CHANDRAPAL SINGH YADAV (NOMINEE OF KRIBHCO)

1 1

0.00

-

-

3 SHRI VAGHAJIBHAI RUGNATHABHAI BODA (NOMINEE OF KRIBHCO)

1 1

0.00

-

-

4

SHRI SUDHAKAR CHOWDARY VALLABHANENI (NOMINEE OF KRIBHCO)

1 1

0.00

-

-

5 SHRI RAJAN CHOWDHRY (NOMINEE OF KRIBHCO)

1 1

0.00 -

-


22

6 SHRI VIRENDRA SINGH SIROHI (NOMINEE OF KRIBHCO)

1 1

0.00 -

-

7 DR SUNIL KUMAR SINGH (NOMINEE OF KRIBHCO)

1 1

0.00 -

-

8 DR BIJENDER SINGH(NOMINEE OF KRIBHCO)

1 1

0.00 -

-

(i) Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, Balance Sheet and Cash Flow Statement) for at least last three years and auditors qualifications, if any: Abridged version of audited Standalone financial Statements for last 3 years are annexed herewith. There were no qualifications from the auditors during these 3 financial years (j) Abridged version of latest Audited/Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement and Balance Sheet) and auditors qualifications, if any: Abridged version of Provisional and Unaudited Financial Statements for period ended 31.12.2019 are annexed (k) Any material event/development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax obligations resulting in material liabilities, corporate restructuring event etc.) at the time of issue which may affect the issue or the Investor’s decision to invest/continue to invest in the debt securities.

Other than details given in this Disclosure Document there is no material event/development or change at the time of issuance of this document which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities.

(l) The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the issuer for his appointment under regulation 4(4) and also in all the subsequent periodical communications sent to the holders of debt securities The debenture trustee of the proposed NCD is Beacon Trusteeship Limited and they have given their consent to act Trustee to the Issue, in terms of their letter no. 10040/CL/MUM/20-21/DEB/5 dated April 27, 2020 to the Company. The consent letter is annexed herewith.

(m) The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of the opening of the issue) by the rating agencies shall be disclosed. CRISIL has assigned “CRISIL AA-/Stable” (pronounced “CRISIL double A minus rating with Stable outlook”) for the proposed Rs. 200 crore Non-convertible Debentures indicating “High degree of safety regarding timely servicing of financial obligation”. Such Instruments carry very low credit risk. Credit Rating Letter no. GDS10319/247258/NCD/052000007 dt 02.05.2020 from CRISIL is annexed herewith.

(n) 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 offer document. – The proposed Rs. 2,000 million NCD issue is backed by an Unconditional, Irrevocable and Continuing Corporate Guarantee from Krishak Bharati Cooperative Limited.


23

Invocation of Corporate Guarantee: In case of ‘Funding Shortfall Event’ or in the event of any default on part of the Company to comply with or perform any of the terms, conditions and covenants contained in the Transaction Documents, the Debenture Trustee will, on the same day of occurrence, invoke the Corporate Guarantee by giving notice, through fax/email to the Guarantor; such notice shall be deemed to be received on the same day as sent by the Debenture Trustee. The Guarantor will then fund the Designated Account within day one (1) Business Day of receiving such notice. A ‘Funding Shortfall Event’ shall be deemed to have occurred if the Designated Account is not funded with interest, redemption proceeds & any other amount due under the NCDs by 4:00 pm, one (1) Business Day before the respective Due Date. Due Date shall mean any day on which any payment in relation to the NCDs becomes due and payable to the Debenture Holder(s), including any of the Coupon Payment Dates and the Redemption Date (also being the last Coupon Payment Date), and shall comply with the Holiday Convention. Holiday Convention: If any Coupon Payment Date falls on a day that is not a Business Day (Saturday/ Sunday/ Holiday) in Mumbai & New Delhi, the payment shall be made by the Issuer on the immediately succeeding Business Day. Interest will not be paid up to the date of payment so extended. If the Redemption Date (also being the last Coupon Payment Date) of the Bonds falls on a day that is not a Business Day (Saturday/ Sunday/ Holiday) in Mumbai & New Delhi, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with interest accrued on the Bonds until but excluding the date of such payment. In the event the Record Date falls on a day which is not a Business Day, the immediately preceding Business Day will be considered as the Record Date. (o) Copy of consent letter from the Debenture Trustee shall be disclosed- Copy of the Consent letter is annexed. (p) Names of all the recognized stock exchanges where the debt securities are proposed to be listed clearly indicating the designed stock exchange. The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) segment of BSE, (“Designated Stock Exchange”). (q) OTHER DETAILS: (i) Debenture Redemption Reserve

The Company shall comply with the requirements with regard to Debenture Redemption Reserve (DRR) and investment or deposit of sum in respect of debentures maturing during the year ending on the 31st day of March of next year, in accordance with the provision of Section 71 of the Companies Act 2013 read with Rule 18 of the Companies (Share Capital and Debentures Rules), 2014, to the extent applicable on the Issuer.

(ii) Issue/instrument specific regulations

This issue of Non-convertible Debentures is subject to the provisions of the Companies Act, 2013, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, the Memorandum and Articles of Association, the terms of this Disclosure Document and Application Form. Over and above such terms and conditions, the Debentures shall also be subject to other terms and conditions as may be incorporated in the documents executed in relation to the Issue including the Debenture Trustee Agreement, Escrow Account Agreement and the Debenture Trust Deed, guidelines, notifications, regulations relating to the issue of debentures.

E. DISCLOSURES PERTAINING TO WILFUL DEFAULTS

Neither the Company, nor its directors or promoters have been declared to be a wilful defaulter and do not appear in the RBI’s willful defaulter’s list or CIBIL’s defaulter’s list or ECGC’s caution list.


24

F. ISSUE PROCEDURE The Issuer proposes to issue the Debentures on the terms as set out in this Disclosure Document subject to the provisions of the Companies Act, the SEBI (Issue and Listing of Debt Securities) Regulations and other applicable laws. This section applies to all applicants.

i. Mode of bidding: The Debentures are proposed to be issued in the closed bidding mode in accordance with the SEBI EBP Circulars read with the BSE EBP Operational Guidelines. There are two modes of bidding prescribed by the SEBI EBP Circulars read with the BSE EBP Operational Guidelines, namely: (a) open bidding; and (b) closed bidding. Under closed bidding there shall be no real time dissemination of bids on the EBP.

ii. Who can bid/ apply/ invest All Eligible Investors specifically mapped by the Issuer on the EBP, are eligible to bid / invest / apply for this Issue. All applicants are required to comply with the relevant regulations/ guidelines applicable to them for investing in the Issue as per the norms approved by SEBI, RBI or any other statutory body from time to time, including but not limited to BSE EBP Operational Guidelines as published by BSE on its website for investing in this Issue. The contents of this Disclosure Document and any other information supplied in connection with this Disclosure Document or the Debentures are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced or disseminated by the recipient. The Issue will be under the electronic book mechanism as required in terms of the SEBI EBP Circulars read with the BSE EBP Operational Guidelines. However, out of the aforesaid class of investors eligible to invest, this Disclosure Document is intended solely for the use of the person to whom it has been sent by the Issuer for the purpose of evaluating a possible investment opportunity by the recipient(s) in respect of the securities offered herein, and it is not to be reproduced or distributed to any other persons (other than professional advisors of the prospective investor receiving this Disclosure Document from the Issuer).

iii. How to bid

All Eligible Investors will have to register themselves with BSE’s Bond Platform offered by BSE for participating in electronic book building mechanism. It is an one-time exercise (if not already registered). Eligible Investors should refer to the BSE EBP Operational Guidelines for issuance of debt securities on private placement basis through an electronic book mechanism as available on the website of BSE. Eligible Investors will also have to complete the mandatory know-your-customer verification process. Eligible Investors should refer to the SEBI EBP Circular. (a) The details of the Issue shall be entered on the EBP by the Issuer at least 2 (two) working days prior to the Issue Opening Date, in accordance with the SEBI EBP Circulars read with the BSE EBP Operational Guidelines. (b) The Issue will be open for bidding for the duration of the bidding window that would be communicated through the Issuer’s bidding announcement on the EBP, at least 1 (one) working day before the start of the Issue Opening Date.

Some of the key guidelines in terms of the current SEBI EBP Circulars read with the BSE EBP Operational Guidelines, are as follows: (a) Modification of Bid: Eligible Investors may note that modification of bid is allowed during the bidding period. However, in the last 10 minutes of the bidding period, revision of bid is only allowed for improvement of yield and upward revision of the bid size.


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(b) Cancellation of Bid: Eligible Investors may note that cancellation of bid is allowed during the bidding period. However, in the last 10 minutes of the bidding period / window, no cancellation of bids is permitted. (c) Multiple Bids: Eligible Investors may note that multiple bids are permitted. (d) Withdrawal of Issue The Issuer may, at its discretion, withdraw the issue process on the following conditions: (i) Non-receipt of bids up to the issue size; (ii) The bidder has defaulted on payment towards the allotment, within the stipulated time frame, due to which

the Issuer is unable to fulfil the issue size; (iii) The cut-off yield entered by the bidder is higher than the estimated cut-off yield disclosed to the EBP. Provided that the Issuer shall accept or withdraw the Issue on the EBP within 1 (one) hour of the closing of the bidding window, and not later than 6 pm on the Issue Closing Date. However, Eligible Investors should also refer to the SEBI EBP Circulars read with the BSE EBP Operational Guidelines, as prevailing on the date of the bid.

iv. Right to accept or reject bids

The Issuer reserves its full, unqualified and absolute right to accept or reject any bid(s), in part or in full, without assigning any reason thereof and to make provisional / final allocations at its absolute discretion.

v. Provisional / Final allocation Allocation shall be made on a yield-time priority basis. Post completion of bidding process, the Issuer will upload the provisional allocation on the BSE-BOND EBP Platform. Once the allocation is done then the successful bidders can see their respective allocations on the allocation report generated by the BSE- BOND EBP Platform.

vi. Payment mechanism Subscription should be as per the final allocation made to the successful bidder as notified by the Issuer. Successful bidders should pay-in the subscription amount in to the Indian Clearing Corporation Limited (ICCL) Account on or before 10.30 am on the Pay-in Date, the details of which have been provided in this Disclosure Document. Successful bidders should ensure that they pay from the bank accounts that they have registered with the BSE-BOND EBP Platform at the time of registration. Note: If the successful bidders fail to pay the subscription monies within the time prescribed, their bid will be liable to be rejected and the Issuer shall be not be liable to issue and allot any debentures to such bidders. The Designated Bank Account of ICCL is as under: Bank Name: HDFC Bank Beneficiary Name: INDIAN CLEARING CORPORATION LTD Account Number: ICCLEB IFSC Code : HDFC0000060 Mode: NEFT/RTGS

Manner of Bidding Close Book Bidding Type of Bidding Fixed Rate Bidding Mode of Allotment Uniform Mode of Settlement Indian Clearing Corporation Limited (ICCL) Pay in or Settlement T+1


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Subscription monies will be paid out from the ICCL Account into the Issuer Account, the details of which have been provided in this Disclosure Document. This transfer will be done in accordance with the procedure prescribed by the SEBI EBP Circulars read with the BSE EBP Operational Guidelines. Cheque(s), demand draft(s), Money orders, postal orders will not be accepted. The bank with which the ICCL Account is existing assumes no responsibility for any applications lost in mail. Applications should be for the number of Debentures applied by the investor. Applications not completed in the said manner are liable to be rejected. The applicant or in the case of an application in joint names, each of the applicant, should mention his/her PAN details, or where the same has not been allotted, the GIR No. and the income tax circle/ward/district. As per the provision of Section 139A (5A) of the Income Tax Act, PAN/GIR No. needs to be mentioned on the tax deducted at source certificates. Hence, the investor should mention his PAN/GIR No. In case neither the PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for” nor in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non-applicability) in the appropriate box provided for the purpose. Application forms without this information will be considered incomplete and are liable to be rejected. All applicants are requested to tick the relevant column “Category of Investor” in the application form. For further instructions about how to make an application for applying for the Debentures and procedure for remittance of application money, please refer to the section titled “Application Process and Other Issue Related Details” below.

vii. Terms of Payment

The full-face value of the Debentures applied for, is to be paid in such process as has been listed in this Disclosure Document.

viii. Force Majeure The Issuer reserves the right to withdraw the issue prior to the Issue Closing Date in the event of any unforeseen development adversely affecting the economic and regulatory environment.

ix. Post-allocation disclosures by the EBP Upon allocation of the Debentures, the Issuer shall disclose the size of the Issue, coupon rate, the number of successful bidder, category of the successful bidders etc., in accordance with the SEBI EBP Circulars. The BSE-BOND EBP Platform shall upload the data provided by the Issuer on its website to make it available to the public.

x. Depository arrangements The Issuer has appointed Link Intime India Pvt Ltd, C-101, 247 Park, L.B. S. Marg, Vikhroli (West), Mumbai – 400 083 as the RTA for the present Issue. The Issuer has entered into necessary depository arrangements with NSDL for dematerialization of the Debentures offered under the present Issue, in accordance with the Depositories Act, 1996 and regulations made there under. In this context, the Issuer has signed tripartite agreement with the NSDL and the RTA for dematerialization of the Debentures offered under the present Issue.

xi. Procedure for applying for the demat facility

(a) Applicant(s) must have a beneficiary account with any Depository Participant of NSDL prior to making the application. (b) For subscribing to the Debentures, names should be identical to those appearing in the account details of the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository.


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(c) If incomplete/ incorrect beneficiary account details are given which does not match with the details in the depository system, it will be deemed to be an incomplete application and the same be held liable for rejection at the sole discretion of the Issuer. (d) The Debentures shall be directly credited to the beneficiary account and after due verification, allotment advice/ refund order, if any, would be sent directly to the applicant by the RTA but the confirmation of the credit of the Debentures to the applicant’s depository account will be provided to the applicant by the Depository Participant of the applicant. (e) Interest or other benefits with respect to the Debentures would be paid to those holders whose names appear on the list of beneficial owners given by the depository to the Issuer as on the Record Date. In case, the beneficial owner is not identified by the depository on the Record Date due to any reason whatsoever, the Issuer shall keep in abeyance the payment of interest or other benefits, till such time the beneficial owner is identified by the depository and intimated to the Issuer. On receiving such intimation, the Issuer shall pay the interest or other benefits to the beneficiaries identified, within a period of 15 calendar days from the date of receiving such intimation. (f) Applicants may please note that the Debentures shall be allotted and traded on the stock exchange(s) only in dematerialized form.

xii. Letter of allotment / Debenture certificate / Refund order / Issue of letter of allotment The beneficiary account of the investor(s) with NSDL / Depository Participant will be given initial credit within 2 (two) days from the Deemed Date of Allotment and confirmation of the credit of Debentures shall be provided by the relevant Depository within 2 (two) days from the Deemed Date of Allotment. The initial credit in the account 49 will be akin to the letter of allotment. On completion of the all statutory formalities, such credit in the account will be akin to a debenture certificate.

xiii. Issue of debenture certificates Subject to the completion of all statutory formalities within time frame prescribed in the applicable laws, the initial credit akin to a letter of allotment in the beneficiary account of the investor would be replaced with the number of Debentures allotted. The Debentures since issued in electronic (dematerialized) form, will be governed as per the provisions of the Depository Act, SEBI (Depositories and Participants) Regulations, 1996, rules notified by NSDL / Depository Participant from time to time and other applicable laws and rules notified in respect thereof. The Debentures shall be allotted in dematerialized form only


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APPLICATION PROCESS AND OTHER ISSUE RELATED DETAILS

Terms of offer are set out under the section “Issue Details”. Below are the general terms and conditions. Issue Issue of the Debentures with a face value of INR 10,00,000 (Rupees ten lakhs only) each, for an aggregate principal amount of upto INR 200,00,00,000 (Rupee Two hundred crores only) on a private placement basis not open for public subscription. Compliance with laws The Issue of Debentures is being made in reliance upon Companies Act, the SEBI ILDS Regulations, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Debenture Trustees) Regulations, 1993 and other applicable laws in this regard. Who Can Apply Only the persons who are eligible participants for the electronic platform prescribed by SEBI for listing the Debentures are eligible to apply for the Debentures. An application made by any person who has not made a successful bid on the electronic platform prescribed by SEBI will be deemed as an invalid application and rejected. In order to subscribe to the Debentures a person must belong to one of the categories of Eligible Investors, in each case, in accordance with applicable law.

The application must be accompanied by certified true copies of

(i) memorandum and articles of association, (ii) Board resolution authorising investments or letter of authorization or power of attorney or other resolution

authorizing investment and containing operating instructions, (iii) specimen signatures of authorized signatories and (iv) PAN copy

DISCLAIMER: 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. 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.

How to Apply Application(s) for the Debentures must be made submitting the Applications Form which must be completed in block letters in English. The payment can be made by Real Time Gross Settlement (RTGS) by crediting the funds to the account of the clearing corporation of the Stock Exchange selected by the Issuer for pay-in of subscription monies as prescribed under the electronic book building procedure (“ICCL Account”). The details of the ICCL Account are as given below:


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Beneficiary Name INDIAN CLEARING CORPORATION LTD Name of Beneficiary Bank HDFC Bank

Account number of Beneficiary Bank ICCLEB

IFSC Code of Beneficiary Bank HDFC0000060

The subscription monies transferred to the ICCL Account, by the applicants successful under the electronic book building procedure will subsequent to the fulfilment of procedural requirements under the applicable law, be transferred to the Issuer Account. The details of the Issuer Account are as follows: Beneficiary Name KRIBHCO FERTILIZERS LIMITED Address of Beneficiary KRIBHCO Bhawan, A-10, Sector-1, Noida –

201301, Gautam Budh Nagar Name of Beneficiary Bank and Address HDFC Bank Limited, 209-214, Kailash Building,

26, Kasturba Gandhi Marg, New Delhi - 110001 Account number of Beneficiary Bank 00030350004962 Account Name KRIBHCO FERTILIZERS LIMITED

Instructions for application 1) Application must be completed in BLOCK LETTERS IN ENGLISH. A blank must be left between two or more parts of the name. 2) Signatures should be made in English. 3) The Debentures are being issued at par to the face value. Full amount has to be paid on application per Debenture applied for. Applications for incorrect amounts are liable to be rejected. Face Value: INR 10,00,000 (Rupees ten lakh only) each. 4) Money orders or postal orders will not be accepted. The payments can be made by NEFT/ RTGS, the details of which are given above. Payment shall be made from the bank account of the person subscribing. In case of joint-holders, monies payable shall be paid from the bank account of the person whose name appears first in the application. 5) No cash will be accepted. 6) The applicant should mention its permanent account number or the GIR number allotted to it under the Income Tax Act, 1961 and also the relevant Income-tax circle/ward/District. 7) Applications under power of attorney/relevant authority In case of an application made under a power of attorney or resolution or authority to make the application a certified true copy of such power of attorney or resolution or authority to make the application and the Memorandum and Articles of Association and/or bye-laws of the investor 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 therefore. Further any modifications / additions in the power of attorney or authority should be notified to the Issuer at its registered office. Names and specimen signatures of all the authorised signatories must also be lodged along with the submission of the completed application.


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8) An application once submitted cannot be withdrawn. The applications should be submitted during normal banking hours at the office mentioned below: Kribhco Fertilizers Limited, Kribhco Bhawan, A-10, Sector – 1, Noida - 201301 9) The applications would be scrutinized and accepted as per the terms and conditions specified in this Disclosure Document. 10) Any application, which is not complete in any respect, is liable to be rejected. 11) The investor / applicant shall apply for the Debentures in electronic, i.e., dematerialised form only. Applicants should mention their Depository Participant’s name, DP-ID and Beneficiary Account Number in the application form. In case of any discrepancy in the information of Depository/Beneficiary Account, the Issuer shall be entitled to not credit the beneficiary’s demat account pending resolution of the discrepancy. The applicant is requested to contact the office of the Issuer as mentioned above for any clarifications.

Succession In case the Debentures are held by a person other than an individual, the rights in the Debenture shall vest with the successor acquiring interest therein, including a liquidator or such person appointed as per the applicable laws. Over and above the aforesaid terms and conditions, the Debentures, if any issued under this Disclosure Document, shall be subject to this Disclosure Document, the Debenture Trust Deed and also be subject to the provisions of the constitutional documents of the Issuer. Option to Subscribe The Issuer has made arrangements for issue and holding of the Debentures in dematerialized form. Right to accept or reject applications The Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Application would be liable to be rejected on one or more technical grounds, including but not restricted to: 1) incomplete application forms; 2) applications exceeding the Issue size; 3) bank account details have not been provided; 4) details for issue of Debentures in electronic / dematerialised form not given; 5) PAN or GIR No. and the income tax circle / ward / district is not given; 6) in case of applications made through power of attorneys, if the relevant documents are not submitted. The full amount of Debenture has to be submitted along with the application form. Also, in case of over subscription, the Issuer reserves the right to increase the size of the placement subject to necessary approvals/certifications, and the basis of allotment shall be decided by the Issuer. Allotment The Debentures allotted to investor in dematerialized form would be directly credited to the beneficiary account as given in the application form after verification. The Debentures will be credited to the account of the allottee(s) as soon as practicable but in any event within two (2) days of Deemed Date of Allotment. Register of Debentures Holder(s) A register of all Debenture Holder(s) containing necessary particulars of the Debenture Holders will be maintained by the Issuer at its registered office. A copy of the register of the Debenture Holder(s) will also be maintained by the Issuer at its corporate office.


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Transfer / Transmission The Debentures shall be transferable freely to all classes of Eligible Investors. It is clarified that the Debentures are not intended to be held by any category of persons who are not Eligible Investors. Subject to the foregoing, the Debentures may be transferred and/or transmitted in accordance with the applicable provisions of the Companies Act. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by depositories and the relevant Depository Participants of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/redemption will be made to the person, whose name appears in the register of Debenture holders maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. Provided further that nothing in this section shall prejudice any power of the Issuer to register as Debenture Holder any person to whom the right to any Debenture of the Issuer has been transmitted by operation of law. Subject to the terms of the Debenture Trust Deed, the normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s Depository Participant account to its Depository Participant. The Issuer undertakes that there will be a common transfer form / procedure for transfer of debentures. The Debentures shall be issued only in dematerialised form in compliance with the provisions of the Depositories Act, 1996 (as amended from time to time), any other applicable regulations (including of any relevant stock exchange) and these conditions. No physical certificates of the Debentures would be issued. Authority for the placement This private placement of Debentures is being made pursuant to the resolution passed by the board of directors dated November 20, 2017 and Sub-Committee of the Board of Directors dated April 28, 2020 of the Issuer authorising the Issuer to borrow monies by way of issue of non-convertible debentures. The Issuer can carry on its existing activities and future activities planned by it in view of the existing approvals, and no further approvals from any Government authority are required by the Issuer to carry on its said activities save and except as may be required for creation of security in connection with the Debentures. Record Date The record date for the payment of interest and/or the Redemption shall be 15 calendar days prior to the due date for payment.The list of beneficial owner(s) provided by the Depository as at the end of day of Record Date shall be used to determine the name(s) of person(s) to whom the interest and/or principal instalment is to be paid. Effect of Holidays If any Coupon Payment Date falls on a day that is not a Business Day (Saturday/ Sunday/ Holiday) in Mumbai & New Delhi, the payment shall be made by the Issuer on the immediately succeeding Business Day. Interest will not be paid up to the date of payment so extended.

If the Redemption Date (also being the last Coupon Payment Date) of the Bonds falls on a day that is not a Business Day (Saturday/ Sunday/ Holiday) in Mumbai & New Delhi, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with interest accrued on the Bonds until but excluding the date of such payment.

In the event the Record Date falls on a day which is not a Business Day, the immediately preceding Business Day will be considered as the Record Date.


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Redemption on Maturity of Debenture Bullet repayment at the end of three (3) years from the Date of Allotment. Compliance Officer The investor may contact the Issuer in case of any pre -issue / post-issue related problems such as nonreceipt of letters of allotment / Debenture certificates / refund orders / interest cheques. Debentures to Rank Pari-Passu The Debentures of this Issue shall rank pari-passu inter-se without preference or priority of one other or others. Payments at Par Payment of the principal, all interest and other monies will be made to the registered Debenture Holder(s)/ beneficial owner(s) and in case of joint holders to the one whose name stands first in the register of Debenture Holder(s) / in the list of beneficial owner(s) provided to the Issuer by the Depository. Such payment shall be made through electronic clearing services (ECS), real time gross settlement (RTGS), direct credit or national electronic fund transfer (NEFT). Right to Re-Purchase and Re-Issue Debenture(s) The Issuer will have the power, exercisable at its sole and absolute discretion from time to time, to repurchase a part or all of its Debentures from the secondary markets or otherwise, at any time prior to the maturity date, subject to applicable law and in accordance with the prevailing guidelines/regulations issued by the RBI, SEBI and other authorities. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Issuer shall have, and shall be deemed always to have had, the power to reissue the Debentures either by reissuing the same Debentures or by issuing other debentures in their place, in accordance with applicable laws. The Issuer may also, at its discretion and as per the prevailing guidelines/regulations of RBI and other authorities at any time purchase the Debentures at discount, at par or at premium in the open market. Such Debenture may, at the option of Issuer, be cancelled, held or resold at such price and on such terms and conditions as the Issuer may deem fit and as permitted by law. If the Debentures are held by a foreign institutional investor, the Issuer can purchase them only in accordance with applicable law including prevailing guidelines/regulations issued by the RBI, SEBI and other regulatory authorities. All costs incurred by the Debenture Holders (including but not limited to break costs relating to interest, currency exchange and/or hedge agreements) pursuant to the repurchase by the Issuer before the redemption date as set out above, will be borne by the Issuer and will be calculated (and the Debenture Holders will be reimbursed) on the basis as if an acceleration event had occurred. Tax Benefits There are no specific tax benefits attached to the Debentures. Investors are advised to consider the tax implications of their respective investment in the Debentures. All the rights and remedies of the Debenture holder(s) shall vest in and shall be exercised by the Debenture Trustees without having it referred to the Debentures holder(s). Loss of Letter(s) of Allotment / Principal and Interest Payment Instruments Loss of Letter(s) of Allotment and/ or principal payment instrument / interest payment instrument should be intimated to the Issuer along with the request for issue of a duplicate Letter(s) of Allotment/ payment instrument(s). If any Letter(s) of Allotment/ payment instrument(s) is lost, stolen, or destroyed, then upon production of proof thereof, to the satisfaction of the Issuer and upon furnishing such indemnity, as the Issuer may deem adequate and upon payment of any expenses incurred by the Issuer in connection thereof, new Letter(s) of Allotment / payment instrument(s) shall be issued. A fee will be charged by the Issuer, not exceeding such sum as may be prescribed by law.


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Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (seven) days from the Allotment Date of the Debentures. If the Debentures issued are not listed within 15 (fifteen) days of the Deemed Date of Allotment or for any reason whatsoever, the Company shall, subject to the terms of the Debenture Trust Deed, immediately redeem/ buy back the relevant Debentures issued. Debentures subject to the Debenture Trust Deed, etc. Over and above the aforesaid terms and conditions, the Debentures, issued under this Disclosure Document, shall be subject to prevailing guidelines/regulations of RBI and other authorities and also be subject to the provisions of the Debenture Trust Deed and all documents to be entered into by the Issuer in relation to the Issue, including this Disclosure Document, the Debenture Trust Deed and other transaction documents. Governing Law The Debentures are governed by and will be construed in accordance with Indian law. The Issuer and Issuer’s obligations under the Debentures shall, at all times, be subject to the directions of RBI, SEBI and stock exchanges and other applicable regulations from time to time. Applicants, by purchasing the Debentures, agree that the courts at New Delhi shall have exclusive jurisdiction with respect to matters relating to the Debentures. Permission / Consent from the prior creditors and undertaking on creation of charge The Issuer undertakes to obtain consent from the prior creditors (if required) for the creation of the Security for the Debentures being issued. Conflict In case of any repugnancy, inconsistency or where there is a conflict between the conditions as are stipulated in this Disclosure Document and the Debenture Trust Deed executed by the Issuer, the provisions as contained in the Debenture Trust Deed shall prevail and override the provisions of such Disclosure Document. Material Contracts and Agreements By very nature and volume of its business, the Company is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and arrangements involving financial obligations of the Company. However, the contracts and documents referred to below (not being contracts entered into in the ordinary course of business carried on by the Company) which are or may be deemed to be material have been entered into by the Company.

Copies of the contracts and documents referred to below may be inspected at the Corporate Office of the Company from 11.00am to 1.00pm on any working day (Monday to Friday) until the date of closing of this Issue. 1) Memorandum and Articles of Association of the Company; 2) Certificate of Incorporation of the Company. 3) Certified true copy of the Board resolution dated November 20, 2017 and shareholders resolution dated

November 20, 2017 approving issue of Non Convertible Debentures; 4) Certified true copy of the Sub-Committee resolution dated 28.04.2020 for the proposed private placement of

Debentures. 5) Certified true copy of the resolution passed by the Shareholders dated 20.11.2017 under section 180 (1) (c) 6) Copies of Annual Reports of Company for the last three financial years. 7) Credit Rating Letter & Rationale from CRISIL. 8) Corporate Guarantee format from Krishak Bharati Cooperative Limited for the proposed NCD issue of Rs.

200 crore. 9) Copy of Tripartite Agreement between the Company and National Securities Depository Limited and

Registrar and Transfer Agents 10) Debenture Trustee Agreement dated 01.05.2020 executed between the Company and the Debenture Trustee. 11) In-principle approval of stock exchange for listing of the Debentures.


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APPLICATION FORM

Application No: Date: 000001

The Compliance Officer M/s KRIBHCO Fertilizers Limited Dear Sirs, Having read and understood the contents of Disclosure Document dated 04.05.2020, we apply for allotment of the NCDs to us. In line with SEBI circular no SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 regarding Mechanism for issuance of debt securities on private placement basis through an Electronic Book Mechanism, the payment to be made through RTGS to the Designated Bank Account of Indian Clearing Corporation Limited’s (ICCL). Hence the subscription amount to be deposited into the following account: The Designated Bank Account of ICCL is as under: HDFC Bank Beneficiary Name: INDIAN CLEARING CORPORATION LTD Account Number: ICCLEB IFSC Code: HDFC0000060 Mode: NEFT/RTGS The amount payable on application as shown below will be remitted into above account. On allotment, please place our name(s) on the Register of Debenture holder(s). We bind ourselves to the terms and conditions as contained in the Private Placement Offer Letter. (Please read carefully the instructions on the next page before filling this form)

No. in Figures No. in Words No. of Debentures Applied for Amount (Rs) in figures: Amount (Rs) in words: Cheque / Demand Draft / RTGS Details Date Drawn on Bank

Applicant’s Name & Address in full (please use capital letters) Pin Code:

Telephone: Fax: Email: Status: Banking Company ( ) Insurance Company ( ) Others ( ) --- please specify Name of Authorized Signatory Designation Signature


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Taxpayers PAN /GIR No. IT Circle /Ward /District ( ) Not Allotted

Tax Deduction Status ( ) Fully Exempt ( ) Tax to be deducted at Source ( ) Yes ( ) No

Details of Bank Account Bank Name & Branch Nature of Account Account No: IFSC / NEFT Code

Depository Details: DP Name DP ID Client ID (*) We understand that in case of allotment of debentures to us/our Beneficiary Account as mentioned above would be credited to the extent of debentures allotted.

Date: ACKNOWLEDGEMENT SLIP Application No: Received From Rs. /- By cheque / Demand Draft / RTGS No drawn on towards application for Debentures. (Cheques / Demand Drafts are subject to realization)

For all further correspondence please contact: The Compliance Officer, KRIBHCO Fertilizers Limited, Kribhco Bhawan, A-10, Sector-1, Noida – 201301, Tel: 9899198553, email: [email protected]; Fax: 0120-2545464.

INSTRUCTIONS

You must complete application in full in BLOCK LETTERS IN ENGLISH. Your Signatures should be made in English or in any of the Indian languages Application forms duly completed in all respects, together with payment details like UTR No / Cheque no / Pay Order no / Demand Draft no, must be lodged at the KRIBHCO Fertilizers Ltd corporate office.

In case of payments through RTGS, the payment may be made as follows: Beneficiary: KRIBHCO Fertilizers Limited

Bank Details : IFSC Code No. : Account No : __________________ The Cheque(s)/Demand Draft(s) of high value clearing zone should be drawn in favour of “KRIBHCO Fertilizers Limited” and crossed “A/c payee” only Cheque(s)/Demand draft(s) may be drawn on any scheduled bank and payable at Delhi.

As a matter of precaution against possible fraudulent encashment of interest warrants due to loss/misplacement, you are requested to mention the full particulars of the bank account, as specified in the application form.

Interest warrants will then be made out in favour of the bank for credit to your account. In case the full particulars are not given, cheques will be issued in the name of the applicant at their own risk. KRIBHCO Fertilizers Limited in the “Acknowledgement Slip” appearing below the Application Form will acknowledge receipt of applications. No separate receipt will be issued. You should mention your Permanent Account Number or the GIR number allotted under Income-Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided. The application would be accepted as per the terms of the issue outlined in the Private Placement Offer cum Application Letter/ Disclosure Document.


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ISSUE DETAILS

1 Issuer/Company KRIBHCO Fertilizers Limited (“KFL” / “Issuer” / ”Company”)

2 Sponsor Krishak Bharati Cooperative Limited (“KRIBHCO” / “Sponsor”)

3 Guarantor Krishak Bharati Cooperative Limited (“KRIBHCO” / ”Guarantor”)

4 Instrument Secured, listed, Rated, redeemable, nonconvertible, non-cumulative, taxable

bonds in the nature of Non-Convertible Debentures (the “NCDs”).

5 Sole Arranger ICICI Bank Limited (“ICICI Bank”)

6 Rating As per rating letter from CRISIL/ICRA

7 Mode of Placement On private placement basis to Eligible Investors

8 Eligible Investors Any investor(s) authorised to invest in these Debentures, when specifically approached and subject to the compliance with the relevant regulations/guidelines applicable to them for investing in this Issue, are eligible to apply for this private placement of Debentures.

9 Issue Size ₹200.00 crore

10 Tenor 3 years

11 Security Security: 1) First pari passu charge by way of equitable mortgage on leasehold land

admeasuring 780.75 acre situated at Piprola village, Shahjahanpur district, Uttar Pradesh, in the name of the Issuer (“Immovable Assets”); and

2) First pari passu charge by way of hypothecation over whole of the movable properties of the Issuer including its movable plant and machinery, machinery spares, tools and accessories and other movables, both present and future (“Movable Assets”).

Contractual Comfort: Corporate Guarantee, as mentioned in Clause #12 herein. Security Creation Timelines: Corporate Guarantee to be executed upfront on or before the deemed date

of allotment of the NCDs (the “Date of Allotment”, as defined in Clause #50 herein);


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Creation of security w.r.t. Movable Assets by way of execution of deed of hypothecation to be done within 30 days from the Date of Allotment;

Perfection of security w.r.t. Movable Assets by way of exchange of pari passu/NOC letters with the existing lenders to be done not later than 180 days after the Date of Allotment; and

Mortgage over the Immovable Assets shall be created and perfected, including filing of Form CHG-1, within 180 days after the Date of Allotment.

12 Corporate

Guarantee Unconditional, irrevocable & continuing Corporate Guarantee from the Guarantor for the timely payment of all payment obligations, including the interest, penal interest, principal and other dues under the NCDs (the “Corporate Guarantee”). to be executed upfront on or before the Date of Allotment.

13 Continuing Guarantee The Corporate Guarantee shall be a continuing one and shall remain in full force and effect till final settlement. The Guarantor shall not terminate the Corporate Guarantee except with the prior approval of the Debenture Trustee (acting on the instructions of 100% (one hundred percent) of the Debenture Holders).

The Guarantor agrees that notice of any termination of the Corporate Guarantee mentioned above shall be provided by the Guarantor to the Rating Agency at least five (5) Business Days prior to the date of such termination. Rating Agency shall mean and refer to: domestic credit rating agencies such as CRISIL Limited, FITCH India and

ICRA Limited; international credit rating agencies such as Fitch, Moody’s and Standard &

Poor’s; and such other credit rating agencies identified and/or recognised by RBI from

time to time.

14 Designated Account

Account of the Issuer with ICICI Bank, wherein the interest & redemption proceeds for all debentures shall be credited by the Issuer. The Issuer shall fund the Designated Account with the interest and/or redemption proceeds and/or any other dues, as appropriate, one (1) Business Day prior to the payment Due Date for interest, redemption proceeds payment dates and/or any other dues (hereafter referred to as the “Payment Mechanism”). In case of invocation of the Corporate Guarantee, the Guarantor shall make payments into the Designated Account or any other account specified by the


38

Debenture Trustee.

15 Funding Shortfall Event

A ‘Funding Shortfall Event’ shall be deemed to have occurred if the Designated Account is not funded with interest, redemption proceeds & any other amount due under the NCDs by 4:00 pm, one (1) Business Day before the respective Due Date, as defined in Clause #32 herein.

16 Invocation of Corporate Guarantee

In case of ‘Funding Shortfall Event’ or in the event of any default on part of the Company to comply with or perform any of the terms, conditions and covenants contained in the Transaction Documents, the Debenture Trustee will, on the same day of occurrence, invoke the Corporate Guarantee by giving notice, through fax/email to the Guarantor; such notice shall be deemed to be received on the same day as sent by the Debenture Trustee. The Guarantor will then fund the Designated Account within day one (1) Business Day of receiving such notice.

17 Redemption

Bullet repayment at the end of three (3) years from the Date of Allotment.

18 Indicative Coupon

7.75% p.a.p.m.

19 Arranger Fee

As mutually agreed

20 Call/Put Option

None

21 Coupon Frequency

Monthly

22 Coupon Type

Fixed

23 End Use

The proceeds of the issue will be utilised by the Company for capital expenditure and general corporate purposes. The proceeds from the NCDs will not be used, either in part or full, for capital market activities, including subscription/purchase of shares & debentures, acquisition or purchase of land or any other speculative business activity. The issue proceeds shall not be used for any purpose which may be in contravention of RBI guidelines for bank financing to corporates.

24 Day Count Basis Actual/Actual

25 Record Date The record date for the payment of interest and/or the Redemption shall be 15 calendar days prior to the Due Date for payment.

26 Listing The Issue will be listed on BSE within 20 days from the Date of Allotment. Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the Date of Allotment, the Issuer shall pay penal interest of @1.00% p.a. over the coupon rate from the expiry of 30 days from the Date of Allotment till


39

the listing of such debt securities to the investor.

27 Form of Issuance Dematerialised

28 Face Value ₹10,00,000.00 per NCD

29 Issue Price At par, i.e. ₹10 lakh per NCD

30 Redemption Price At par, i.e. ₹10 lakh per NCD

31 Business Day

Business Day shall mean any day of the week (excluding Saturdays, Sundays and any day which is a public holiday) for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881) (as may be amended/ supplemented from time to time) or any other day on which banks are closed for customer business in Mumbai, India) on which money market is functioning in Mumbai & New Delhi.

32 Due Date

Due Date shall mean any day on which any payment in relation to the NCDs becomes due and payable to the Debenture Holder(s), including any of the Coupon Payment Dates and the Redemption Date (also being the last Coupon Payment Date), and shall comply with the Holiday Convention as defined in Clause #33 herein.

33 Holiday Convention If any Coupon Payment Date falls on a day that is not a Business Day (Saturday/ Sunday/ Holiday) in Mumbai & New Delhi, the payment shall be made by the Issuer on the immediately succeeding Business Day. Interest will not be paid up to the date of payment so extended. If the Redemption Date (also being the last Coupon Payment Date) of the Bonds falls on a day that is not a Business Day (Saturday/ Sunday/ Holiday) in Mumbai & New Delhi, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with interest accrued on the Bonds until but excluding the date of such payment. In the event the Record Date falls on a day which is not a Business Day, the immediately preceding Business Day will be considered as the Record Date.

34 Covenants for the Guarantor

The Guarantor covenants and agrees that from the date of this Guarantee and for so long as this Guarantee is outstanding: (a) the Guarantor will duly perform and observe the terms of this Guarantee

and any other Transaction Document to which it is a party;

(b) the Guarantor will at all times maintain its corporate existence; and

(c) whilst any obligations whatsoever remain under the Transaction Documents, the Guarantor shall not without the prior written consent of


40

the Debenture Trustee voluntarily wind-up, liquidate or dissolve its affairs.

35 Credit Rating Covenant

The coupon will be reset if the rating is downgraded during the tenure of the instrument: If the NCDs are downgraded by any rating agency to “A+” / “A+ (CE)” or

below, the coupon will be stepped up by 25 bps for every notch downgrade to “A+” / “A+ (CE)” and below and the enhanced coupon shall be effective from the date of such rating downgrade.

In the event of rating downgrade to “A–” / “A– (CE)” or lower by any rating agency, the following options shall be available to the Issuer and the debenture holders, as outlined hereunder: 1. The Issuer can exercise the call on outstanding NCDs at par, along with

accrued but unpaid interest and other pending dues, within a period of 30 days from the date of rating downgrade; or

2. Each debenture holder, acting individually, shall have the right to opt for either of the following: (a) Increase the coupon by 25 bps for downgrade to “A–” / “A– (CE)”

and every notch below “A–” / “A– (CE)” thereafter, effective from the date of rating downgrade; or

(b) Exercise the right to put the outstanding NCDs to the Issuer at par.

Each Debenture Holder shall exercise its right, as highlighted above, within 15 days from the date of rating downgrade, either directly with the Issuer or through the Debenture Trustee. In case the Debenture Holder opts for option 2(b) above, the Issuer shall need to redeem the outstanding NCDs held by the debenture holder at par, along with accrued but unpaid interest and other pending dues, within a period of 45 days from the date of rating downgrade. In the event of the Issuer not exercising the call option or a debenture holder not exercising its option within 15 days from the date of rating downgrade, the default option of 2(b) shall apply and the Issuer shall need to redeem the outstanding NCDs held by the debenture holder at par, along with accrued but unpaid interest and other pending dues, within a period of 45 days from the date of rating downgrade. Exercising of either the call option by the Issuer or the put option or the default option by the debenture holders shall be termed as an “Early Redemption Event”.


41

In case of multiple rating agencies, lowest rating available shall be considered for the above purpose.

36 Other Covenants Ownership Covenant: The Issuer covenants and undertakes that until the final maturity of the NCDs, the Sponsor’s shareholding in the Issuer (direct/indirect) shall not fall below 51%.

In case of any acquisition, merger of subsidiaries, Debenture Holders will have right to exercise the mandatory redemption option on the debentures, if it materially affects the ability of the company to comply with its obligations under the Transaction Documents.

37 Events of Default

Customary to such issuance including without limitation: failure to pay, breach of covenants, breach of representations and undertakings, bankruptcy, IBC filings, delisting, cross default, etc. In the event of any disagreement between the Debenture Holder/ Debenture Trustee and the Issuer as regards any event being categorised as the Event of Default, the Issuer shall have the option to prepay. In the event of an Early Redemption Event, as outlined above under Clause #35 titled “Credit Rating Covenant”, the process & timelines stipulated thereunder shall apply, failing which, such non-payment of dues shall be treated as an Event of Default (similar to failure to pay) and the rights and remedies available to the debenture holder shall apply.

38 Penalty in case of default

Additional Interest of 2.00% p.a. over and above the agreed coupon/ interest calculated for the period from the date on which any payment is due by the Issuer until the date the payment is made.

39 Conditions Precedent to disbursement

The subscription from the debenture holder (s) shall be accepted for allocation and allotment by the Issuer subject to the following: 1. The Issuer shall have obtained all necessary board/ shareholder resolutions

under the provisions of the Companies Act, 2013 as are required in relation to the borrowing powers, issue of the NCDs and the execution of necessary documents in connection therewith;

2. Signed copy of Disclosure Document/ Letter complying with applicable SEBI regulations & certified by Issuer;

3. PAS-4 document as per Companies Act, 2013;

4. Rating letter from CRISIL/ICRA not being more than one month old from the issue opening date and rating rationale not older than 6 months from the issue opening date;


42

5. Execution of Corporate Guarantee on or before the Date of Allotment;

6. Consent letter from the Debenture Trustee;

7. In-principle listing approval from stock exchanges; and

8. Any other conditions as the debenture holder(s) and/or the Debenture Trustee may require.

40 Conditions

Subsequent to disbursement

The Issuer shall ensure that the following documents are executed/activities are completed as per agreed time frame: 1. Credit of demat account(s) of the investor(s) by NCDs allotted within two (2)

working days from the Date of Allotment;

2. Execution of Debenture Trust Deed;

3. Listing within 20 days from the Date of Allotment;

4. Creation of security w.r.t. Movable Assets by way of execution of deed of hypothecation to be done within 30 days from the Date of Allotment;

5. Perfection of security w.r.t. Movable Assets by way of exchange of pari passu/NOC letters with the existing lenders to be done not later than 180 days after the Date of Allotment; and

6. Mortgage over the Immovable Assets shall be created and perfected, including filing of Form CHG-1, within 180 days after the Date of Allotment.

Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned elsewhere in this Disclosure document.

41 Transaction Documents

The Issuer has executed/shall execute the documents including but not limited to the following in connection with the issue: 1. Signed Disclosure Document/ Private Placement Offer Letter complying with

applicable SEBI regulations & certified by Issuer;

2. Debenture Trustee Agreement and Trustee’s consent letter;

3. Debenture Trust Deed;

4. Rating letter and rationale (Rating letter not older than 1 month and rationale not older than 6 months);

5. Shareholder resolution and Board resolution and other corporate


43

authorisations from the Issuer as per the provisions of Companies Act, 2013;

6. Tripartite agreement with NSDL/CDSL and Registrar;

7. Application form; and

8. Corporate guarantee.

42 Governing Law and Jurisdiction

Indian laws and courts/tribunals of India

43 Debenture Trustee Beacon Trusteeship Limited (“BTL” / “Debenture Trustee”), which is registered with SEBI as a debenture trustee, and having registration no. IND000000569)

44 Depository NSDL/CDSL

45 Other Expenses Any expenses that may be incurred towards executing of this transaction including NCD issuance, payment of stamp duty, Trustee fees, Registrar & Transfer Agent (“R&T Agent”) fees, fees for legal, accounting, due diligence and others shall be borne by the Issuer.

46 Interest Tax, Service Tax, Levies and Duties

All rates of interest and other charges to be made by the Company as mentioned herein are exclusive of GST and/or any such levies/duties Such GST, other levels/duties, if any applicable (excluding Income tax), shall be payable by the Issuer to the investor over and above the rates mentioned hereinabove. Income Tax or such other tax as may be required to be deducted at source under the Income Tax Act or any other applicable Act/ Rules shall be deducted from the Interest payable by the Company.

47 Clear Market Clause The Issuer undertake that it will not announce, raise or enter into discussions to raise or attempt to raise any finance from the market, by the way of Debentures from the date of acceptance of this offer till three months from the Date of Allotment, except with the explicit consent of the Sole Arranger.

48 Material Adverse Effect

“Material Adverse Effect” means an event, circumstance, occurrence or condition which has caused, as of any date of determination, or could reasonably be expected to cause a material adverse effect on or a material adverse change in the judgment of the Debenture Trustee, acting on the instruction of not less than three-fourths in the value of total debenture holders (the “Majority Debenture Holders”) in: (a) the financial condition, business or operation of the Issuer, environmental,

social or otherwise or prospects of the Issuer;

(b) the ability of the Company to enter into and to perform its obligations under the Transaction Documents or any other related document to which Company is or will be a party; or


44

(c) the validity or enforceability of the Transaction Documents or any other

related document or the rights or remedies of the Debenture Holder(s) thereunder.

49 Force Majeure Arranger’s commitment under this term sheet and subsequent documents

hereunder would stand cancelled without any further liability to Arranger, if in the reasonable view of Arranger an event of force majeure including a substantial change in national or international financial political or economic conditions or currency exchange controls or an act of God or natural calamity has occurred which is likely to have material adverse effect.

50 Issue Opening Date, Issue Closing, Pay-in Date, Deemed Date of Allotment

Issue timelines to be decided in mutual discussion between the Issuer & the Sole Arranger.

In case of any inconsistency between the terms of this Disclosure Document and the Transaction Documents, the terms of the Transaction Documents will prevail. Illustration of cash flows for the Debentures As per the SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013, the cash flows emanating from the Debentures is set out below:

Debenture Cash Flows Company KRIBHCO Fertilizers Limited

Face Value (per security) 10,00,000.00

Issue Open Date 06/05/2020

Issue Close Date 06/05/2020

Deemed Date of Allotment 08/05/2020 Redemption 08/05/2023

Coupon Rate 7.75% p.a.p.m.

Coupon Frequency Monthly

Day Count basis Actual/Actual

(Amount in Rs.)

Days & Date Date Amount Days Interest Payment 08 May 2020 08-May-20 2,00,00,00,000 31 May 2020 31-May-20 24 (1,01,91,780.82) 30 June 2020 30-Jun-20 30 (1,27,39,726.03) 31 July 2020 31-Jul-20 31 (1,31,64,383.56) 31 August 2020 31-Aug-20 31 (1,31,64,383.56) 30 September 2020 30-Sep-20 30 (1,27,39,726.03) 31 October 2020 31-Oct-20 31 (1,31,64,383.56) 30 November 2020 30-Nov-20 30 (1,27,39,726.03)


45

Days & Date Date Amount Days Interest Payment 31 December 2020 31-Dec-20 31 (1,31,64,383.56) 31 January 2021 31-Jan-21 31 (1,31,64,383.56) 28 February 2021 28-Feb-21 28 (1,18,90,410.96) 31 March 2021 31-Mar-21 31 (1,31,64,383.56) 30 April 2021 30-Apr-21 30 (1,27,39,726.03) 31 May 2021 31-May-21 31 (1,31,64,383.56) 30 June 2021 30-Jun-21 30 (1,27,39,726.03) 31 July 2021 31-Jul-21 31 (1,31,64,383.56) 31 August 2021 31-Aug-21 31 (1,31,64,383.56) 30 September 2021 30-Sep-21 30 (1,27,39,726.03) 31 October 2021 31-Oct-21 31 (1,31,64,383.56) 30 November 2021 30-Nov-21 30 (1,27,39,726.03) 31 December 2021 31-Dec-21 31 (1,31,64,383.56) 31 January 2022 31-Jan-22 31 (1,31,64,383.56) 28 February 2022 28-Feb-22 28 (1,18,90,410.96) 31 March 2022 31-Mar-22 31 (1,31,64,383.56) 30 April 2022 30-Apr-22 30 (1,27,39,726.03) 31 May 2022 31-May-22 31 (1,31,64,383.56) 30 June 2022 30-Jun-22 30 (1,27,39,726.03) 31 July 2022 31-Jul-22 31 (1,31,64,383.56) 31 August 2022 31-Aug-22 31 (1,31,64,383.56) 30 September 2022 30-Sep-22 30 (1,27,39,726.03) 31 October 2022 31-Oct-22 31 (1,31,64,383.56) 30 November 2022 30-Nov-22 30 (1,27,39,726.03) 31 December 2022 31-Dec-22 31 (1,31,64,383.56) 31 January 2023 31-Jan-23 31 (1,31,64,383.56) 28 February 2023 28-Feb-23 28 (1,18,90,410.96) 31 March 2023 31-Mar-23 31 (1,31,64,383.56) 30 April 2023 30-Apr-23 30 (1,27,39,726.03) 08 May 2023 08-May-23 8 (33,97,260.27) 08 May 2023 08-May-23 0 2,00,00,00,000.00


47

COPIES OF BOARD, SUB-COMMITTEE AND SHAREHOLDERS RESOLUTION


48

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE SUB-COMMITTEE OF THE BOARD OF DIRECTORS OF KRIBHCO FERTILIZERS LIMITED ON APRIL 28TH, 2020 SUBJECT: APPROVAL ON TERMS FOR ISSUE OF SECURED, LISTED, RATED, REDEEMABLE, NON-CONVERTIBLE, NON-CUMULATIVE, TAXABLE BONDS IN THE NATURE OF NON-CONVERTIBLE DEBENTURES (THE “NCDS”) & APPOINTMENT OF INTERMEDIARIES “RESOLVED THAT the proposal to borrow money by way of Secured, listed, Rated, redeemable, nonconvertible, non-cumulative, taxable bonds in the nature of Non-Convertible Debentures (the “NCDs”) for an amount of Rs. 200.00 crore to be arranged by ICICI Bank Ltd (Bank) on the terms and conditions as given above and mutually agreed between Bank and the Company be and is hereby approved. RESOLVED FURTHER THAT Managing Director of the Company be and is hereby authorized to finalize and execute the Private Placement Offer Letter, Disclosure document as per SEBI Guidelines consisting of detailed information on the terms of issue of NCD, Intermediaries and to do all such acts, deeds, matters and things as may be required in this regard. RESOLVED FURTHER THAT the proposal to appoint Beacon Trusteeship Services Ltd. as Debenture Trustee for the proposed issue Secured, listed, Rated, redeemable, nonconvertible, non-cumulative, taxable bonds in the nature of Non-Convertible Debentures (the “NCDs”) aggregating upto Rs. 200 Crore on the fee as given above be and is hereby approved. RESOLVED FURTHER THAT the draft of Debenture Trustee Agreement to be executed with Beacon Trusteeship Services Ltd., a copy of which is circulated with this note of approval be and is hereby approved subject to comments, if any of Trustee/Rating Agency/Bank and that any two amongst Managing Director, Chief Financial Officer and Company Secretary of the Company be and is hereby authorized to execute the Debenture Trustee Agreement with Beacon Trusteeship Services Ltd. and the Common Seal be affixed, if required, on Debenture Trustee Agreement as per authorization and to do all such acts, deeds, matters and things as may be required in this regard. RESOLVED FURTHER THAT the draft of Escrow agreement to be executed between KFL, Bank and Beacon Trusteeship Services Ltd, a copy of which is circulated with this note of approval be and is hereby approved subject to comments, if any of Trustee/Rating Agency/Bank and that any two amongst Managing Director, Chief Financial Officer and Company Secretary of the Company be and is hereby authorized to execute the Escrow Agreement and the Common Seal be affixed, if required, as per authorization and to do all such acts, deeds, matters and things as may be required in this regard.


49

RESOLVED FURTHER THAT the Bank be authorized to accept, acknowledge and act upon the instructions of the Company given as per the authorization given hereunder in respect of maintaining and operating the Escrow Account. RESOLVED FURTHER THAT any two amongst MD-Kribhco, Managing Director, Chief Financial Officer, Company Secretary, Chief Manager (F&A) be and are hereby authorized on behalf of the Company to do any and all of the following:- 1. Negotiate, finalize, settle, execute and deliver all documentation including forms,

applications, in order to avail Escrow Services offered by the Bank; 2. Execute relevant documents and complete all formalities for the purpose of

opening/operating/closing the Escrow Account(s) with the Bank; 3. Accept, sign, execute, deliver and complete all documentation and issue instructions, in

respect of the operation of Escrow Account(s) as per the Escrow Agreement; 4. Negotiate for and obtain, in respect of the Escrow Services, the Electronic Banking Services

("EB") offered by the Bank and execute with and deliver to the Bank relevant documents, Terms and Conditions and other related documents for EB provided by the Bank;

RESOLVED FURTHER THAT this resolution and the authority and powers given to each person in these resolutions shall continue with full force and effect to bind the Company vis-à-vis the Bank, until the Bank receives a certified true copy of the resolution of the Board of Directors and/or Sub-Committee of the Board of the Company revoking this resolution or any such authority and power or providing otherwise. RESOLVED FURTHER THAT M/s Link Intime India Pvt. Ltd., who are the Registrar and Share Transfer Agent of the Company, shall continue to act as Registrar and Share Transfer Agent for the proposed issue of NCD at a fee as stated above and that any one amongst Managing Director, Chief Financial Officer and Company Secretary of the Company be and is hereby authorized to issue letter of appointment to Registrar and Transfer Agent. RESOLVED FURTHER THAT the Non-Convertible Debentures be listed with Bombay Stock Exchange and that all documents related to taking In-principle approval, listing agreement and such other documents as may be required for getting listing of Non-Convertible Debentures be signed by any one amongst Managing Director, Chief Financial Officer and Company Secretary of the Company.


50

RESOLVED FURTHER THAT the Common Seal of the Company be affixed on the documents related to issuance of Non-Convertible Debentures, if required, under the signatures of any one amongst MD-Kribhco, Managing Director and Chief Financial Officer and countersigned by anyone other than the person who has affixed the Common Seal or Company Secretary of the Company. RESOLVED FURTHER THAT the Managing Director of the company, be and is hereby authorized to take necessary actions in this regard including payment of Fees, Stamp Duty, costs, interests, principal etc from time to time.

Certified to be True Copy FOR KRIBHCO FERTILIZERS LIMITED

Date of Issue: 04/05/2020 BIPIN C. PHULORIA Place: New Delhi COMPANY SECRETARY

Membership No. ACS-13307


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52

KRIBHCO FERTILIZERS LIMITED (FORMERLY KRIBHCO SHYAM FERTILIZERS LIMITED)BALANCE SHEET

(₹ in lakh)Particulars Note

No.

I ASSETS1 Non-current assetsa Property,Plant and Equipment 2 87,267.20 92,219.65 99,881.18 105,476.30 b Capital work-in-progress 3 2,966.55 1,756.63 1,118.35 1,010.55 c Intangible assets 4 1,510.73 1,610.41 1,769.29 1,896.78 d Financial Assetsi Investments 5 0.25 2,100.25 2,100.25 5,250.25 ii Loans 6 28.80 7.35 13.01 15.69 e Other non-current assets 7 6,271.34 98,044.88 2,122.64 99,816.93 249.24 105,131.32 1,474.47 115,124.04

2 Current assetsa Inventories 8 10,364.57 17,192.78 20,765.36 17,928.21 b Financial Assetsi Investments 5 - 2,056.29 3,036.42 - ii Trade receivables 9 117,110.64 154,922.78 72,533.01 80,514.91 iii Cash and cash equivalents 10 53.27 44.86 53.19 80.08 iv Bank balances other than above 11 0.07 0.07 0.07 0.07 v Loans 6 83.20 55.69 33.25 29.65 vi Other financial assets 12 3,254.59 2,300.17 6,039.31 776.89 c Other current assets 7 6,606.08 137,472.41 6,401.79 182,974.43 6,727.18 109,187.79 6,388.00 105,717.81

3 Non Current Assets classified as held for Sale 13 56.20 56.20 521.20 1,381.57 Total Assets 235,573.49 282,847.56 214,840.31 222,223.42

II EQUITY AND LIABILITIES1 Equity

Equity Share Capital 14 80,005.71 80,005.71 80,005.71 80,005.71 Other Equity 15 (32,845.96) 47,159.75 (32,011.79) 47,993.92 (31,344.26) 48,661.45 (22,205.57) 57,800.14

2 LIABILITIES1 Non-current liabilitiesa Financial Liabilities Borrowings 16 26,332.45 49,637.95 44,970.44 53,954.02 b Provisions 17 3,855.59 30,188.04 3,507.22 2,983.25 2,445.53 c Deferred Tax Liabilities (Net) 18 - - 53,145.17 - 47,953.69 - 56,399.55 2 Current liabilitiesa Financial Liabilitiesi Borrowings 16 117,617.09 144,818.38 83,614.31 78,420.99 ii Trade payables 19

Total outstanding dues of micro and small enterprises 62.17 33.66 - -

Total outstanding dues of creditors other than micro and small enterprises

12,609.92 10,935.93 11,516.36 9,417.86

iii Other financial liabilities 20 22,851.49 17,042.61 12,506.16 10,965.85 b Other current liabilities 21 4,715.63 8,508.48 10,310.45 8,976.44 c Provisions 17 369.40 158,225.70 369.41 181,708.47 277.89 118,225.17 242.59 108,023.73

Total Equity and Liabilities 235,573.49 282,847.56 214,840.31 222,223.42

Significant Accounting Policies 1Notes To Financial Statements 2 - 43Accompanying notes referred to above form an integral part of the financial statements

As per our report of even date

March 31, 2018 March 31, 2017December 31, 2019 March 31, 2019

KRIBHCO FERTILIZERS LIMITED (FORMERLY KRIBHCO SHYAM FERTILIZERS LIMITED)STATEMENT OF PROFIT & LOSS

(₹ in lakh)

Particulars Note No. March 31, 2019 March 31, 2018 March 31, 2017

I Revenue From Operations 22 190,476.52 262,900.97 172,851.56 161,150.20 II Other Income 23 392.62 1,294.42 1,028.66 570.49 III Total Revenue (I+II) 190,869.14 264,195.39 173,880.22 161,720.69

IV EXPENSESCost of materials consumed 24 149,212.53 212,319.34 137,900.76 119,317.15 Excise Duty Expense - - 252.06 862.94 Purchases of Stock-in-Trade 25 - - - 9,279.26

Changes in inventories of finished goods, stock-in-trade and work-in-progress

25 6,178.40 3,233.42 (1,424.24) (8,442.03)

Employee benefits expense 26 6,016.86 7,562.72 6,690.53 6,018.74 Finance costs 27 9,857.41 13,266.61 10,082.56 10,439.82 Depreciation and amortization expenses 28 6,283.83 8,286.41 8,425.31 8,080.36 Impairment losses 29 - - 860.44 46.23 Net Loss/(Profit) on reclassification of Financial Assets 30

- - 113.58 -

Other expenses 31 14,786.27 20,087.33 20,043.97 18,389.01 Total expenses 192,335.29 264,755.83 182,944.97 163,991.48

V Profit/(loss) before tax (III-IV) (1,466.15) (560.44) (9,064.75) (2,270.79)

VI Tax expense Current Tax - - - - Deferred tax - - - -

VII Profit/(Loss) for the year (V-VI) (1,466.15) (560.44) (9,064.75) (2,270.79)

VIII Other Comprehensive IncomeA (i) Items that will not be reclassified to profit

or loss 32- (107.09) (73.94) (283.14)

(ii) Income tax relating to items that will not be reclassified to profit or loss - - - -

B (i) Items that will be reclassified to profit or loss - - - - (ii) Income tax relating to items that will be reclassified to profit or loss - - - -

IX Total Comprehensive Income(VII+VIII) (1,466.15) (667.53) (9,138.69) (2,553.93) Earnings per Equity Share (Face Value of Rs.10.00 each) 33Basic & Diluted (in ₹) (0.18) (0.07) (1.13) (0.28) Significant Accounting Policies 1

Notes on Financial Statements 2 - 43Accompanying notes referred to above form an integral part of the financial statements

As per our report of even date

December 31, 2019

KRIBHCO FERTILIZERS LIMITED (FORMERLY KRIBHCO SHYAM FERTILIZERS LIMITED)Cash Flow Statement

PARTICULARS December 31, 2019 March 31, 2019 March 31, 2018 March 31, 2017

A. CASH FLOW FROM OPERATING ACTIVITIESNet operating Profit/(Loss) before tax (1,466.15) (560.44) (9,064.75) (2,270.79) Re-measurement gain loss on defined benefit plans routed through Other Comprehensive Income - (107.09) (73.94) (283.14)

Depreciation of Property Plant and Equipment 6,175.49 8,124.63 8,264.26 7,921.02 Amortisation of Intangible Assets 108.33 161.78 161.05 159.34 (Profit)/Loss on Sale/Retirement of Property Plant and Equipment /Investment (Net) 98.74 34.80 772.44 17.32

Impairment losses on fair value of Assets held for sale - - 860.44 46.23 Fair Value Loss on reclassification of GOI Fertilizer Bonds carried at Amortized Cost to FVPTL - - 113.58 -

Interest Expenses 9,857.41 13,266.61 10,082.56 10,439.82 Interest Income (80.01) (327.55) (356.52) (361.82) Operating Profit/(Loss) before Working Capital changes 14,693.82 20,592.74 10,759.12 15,667.99 (Increase) / Decrease in Short term Trade Receivables 37,812.14 (82,389.76) 7,981.90 22,664.04 (Increase) / Decrease in Financial assets (48.96) (16.79) (0.92) 2.07 (Increase) / Decrease in Other Financial assets (1,023.41) 3,726.31 (5,262.41) (694.21) (Increase) / Decrease in Other assets (4,387.24) (1,712.48) 530.88 (1,204.26) (Increase)/Decrease in Inventories 6,828.21 3,572.58 (2,837.15) (9,017.32) Increase / (Decrease) in Trade Payables/ Provisions 2,050.85 68.71 2,671.53 2,343.84 Increase / (Decrease) in Other Financial Liabilities (3,500.33) (1,531.21) 925.08 7,112.94

37,731.26 (78,282.64) 4,008.91 21,207.11

Cash generated (used) in /from Operations before tax 52,425.08 -57,689.90 14,768.03 36,875.09

Direct Taxes 34.20 164.47 355.17 (0.67) Net cash flow (used) in/ from Operating Activities 52,459.28 -57,525.43 15,123.20 36,874.42

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Intangible Assets (8.66) (2.89) (33.56) (9.61) Purchase of Property Plant & Equipment. (2,564.23) (1,227.52) (3,550.20) (990.60) Sale/Disposal of Property Plant and Equipment 32.54 556.34 0.72 175.34 Sale of investments 4,156.29 980.12 Interest Received 149.00 340.38 356.52 365.74 Net cash flow (used) in/ from Investing Activities 1,764.95 646.43 (3,226.52) (459.13)

Net cash (used) in/ from Operating and Investing Activities 54,224.23 (56,879.00) 11,896.68 36,415.30

C. CASH FLOW FROM FINANCING ACTIVITIESLong-term borrowings repaid during the year (17,157.14) 8,933.21 (7,000.00) (4,873.59) Short term borrowings repaid during the year (net) (27,201.28) 61,204.07 5,178.44 (21,039.80) Interest paid (9,857.41) (13,266.61) (10,102.01) (10,645.00)

Net cash (used) in/ from Financing Activities (54,215.84) 56,870.67 (11,923.57) (36,558.39)

Net cash (used) in/ from Operating, Investing & Financing Activities 8.40 (8.33) (26.89) (143.10)

Net increase/(decrease) in Cash & Cash equivalent 8.40 (8.33) (26.89) (143.10)

Opening balance of Cash & Cash equivalent 44.86 53.19 80.08 223.18

Closing balance of Cash & Cash equivalent 53.27 44.86 53.19 80.08

Notes:

b) Figures in brackets denote cash outflow.

a) The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in Ind AS-7 on Statement of Cash Flows as notified under Companies Act.