Prachay Capital Limited, an RBI-registered Non-Banking Financial Company – Investment and Credit Company (NBFC-ICC), has announced the public issue of its Secured, Rated, Redeemable Non-Convertible Debentures (NCDs) to raise up to ₹100 Crore. The issue opens on 28 February 2025 and closes on 13 March 2025.

The BBB-/Stable CRISIL-rated NCDs offer investors a 13% p.a. return with monthly interest payments, making it a fixed-income investment opportunity. The proceeds from this issue of NCDs will be primarily used for the stated fund utilization.

Speaking about the issue, Mr Girish Murlidhar Lakhotiya, Managing Director, Prachay Capital Limited said: “This NCD issue is a key step in Prachay Capital’s expansion strategy. With our focus on structured corporate lending and investment in private debt instruments, we aim to generate strong and sustainable returns for our investors while maintaining a robust financial profile.
Prachay Capital has zero delays in servicing liabilities and has Gross NPA of 0% on its Assets Under Management (AUM). The Company’s AUM has grown at a CAGR of 46.61% from ₹ 132.92 Crore as at March 31, 2022 to ₹ 285.70 Crore, as at March 31, 2024 and has return on equity (ROE) above 17% post tax over the last three financial years. The Company’s Net Interest Margin (NIM) for the last three financial years ending on March 31, 2024, March 31, 2023 and March 31, 2022 stood at 8.40%, 9,49% and 11.02%, respectively and Company’s Return on Total Assets (ROTA) have been in range of 4% to 5% for the same period. As on quarter and six months period ended September 30, 2024, the Company’s Capital Risk Adequacy Ratio (CRAR) was 27.32%.

With BSE listing, the issue is open for subscription by retail individual investors, high-net-worth individual investors (HNIs), institutional investors, and corporates. For details relating to eligible investors, see “Issue Structure” beginning on page 189 of the Prospectus.

In the first half of fiscal 2025, 607 different issuers tapped the corporate bond market, issuing bonds totalling Rs 5.11 lakh crore. In the fiscal 2025, the corporate bond market saw 200+ new issuers, reflecting growing confidence and participation in the debt market. Moreover, AAA-rated corporate bonds dominated the bond market with ~67% issuances in the first half of fiscal 2025.” He added

Issue Structure & Payment Terms
• Coupon Rate – 13% p.a.
• Payment Frequency: Monthly – As per “Issue Structure – Specific Terms of NCDs” (Page 189 of the Prospectus).
• Interest Calculation: Based on actual day count convention.
• Call Option: Company has right (but no obligation) to redeem outstanding NCDs (fully or partially), at any time after the period of 1 (one) year from Deemed Date of Allotment of NCDs, with a notice of at least 21 days before exercising such call option.
• Record Date: 15 days before the interest or redemption payment date.
• Application Money: Full amount payable at the time of application.
• Governing Law & Jurisdiction: The issue is governed by Indian law, and legal matters fall under the exclusive jurisdiction of Pune, Maharashtra.

Key Highlights:
• Issue Size: Base issue of ₹5,000 lakh, with a Green Shoe option to retain oversubscription up to ₹5,000 lakh, aggregating up to ₹10,000 lakh.
• Instrument: Listed, Rated, Secured, Redeemable Non-Convertible Debentures (NCDs) of face value ₹1,000 each.
• The Company has filed prospectus dated 17 February 2025 (Prospectus) with Registrar of Companies Maharashtra at Pune and submitted a copy to BSE Limited.
• Issue Opens: 28 February 2025 for maximum period of 10 working days. Allotment on first come first served basis and thereafter in case of oversubscription proportionate allotment of the NCDs to the applicants from the date of oversubscription. The company reserves the right to close the issue earlier with advertisement in all the newspapers in which pre-issue advertisement for opening of the issue has been given on or before such earlier or initial date of Issue closure.
• Mode of Issuance & Trading: NCDs will be issued and traded in dematerialized form only.
• Credit Rating: Rated BBB-/Stable by CRISIL, indicating a moderate degree of safety regarding timely servicing of financial obligations and such securities carry moderate credit risk.
• Listing: Proposed on BSE Limited within 6 working days of issue closure date.
• Minimum Subscription: 75% of the base issue size (₹3,750 lakh).

Fund Utilization:
• Minimum 75% for the purpose of onward lending, investments in current and future AIF schemes of our alternate asset management business managed by our subsidiary Prachay Investment Managers Private Limited, repayment/ pre-payment, in full or in part, of certain outstanding borrowings availed by our Company.
• Maximum 25% for general corporate purposes.

Security & Collateral:
• Secured by first ranking pari passu charge with existing secured creditors/ lenders, on all present and future loan receivables, receivables from investment in debentures, receivables from investments in the units of AIFs, balance with banks, fixed deposits and any other present and future receivables.
• Security Cover: Minimum 100% of the outstanding principal and interest due thereon at all times.

 
Tenor:
• 5 years (i.e.,1826 days)*
*Subject to exercise of call option by the Company at any time after the period of 1 (one) year from the Deemed Date of Allotment of NCDs under the terms of the Prospectus

Redemption & Default Terms:
• Monthly coupon payments + Principal repayment at maturity, if no call option is exercised by the Company under the terms of the Prospectus.
• Default Interest Rate: 2% p.a. over the coupon rate for the defaulting period.

Lead Managers & Issue Partners:
• Lead Manager: Galactico Corporate Services Limited
• Debenture Trustee: Catalyst Trusteeship Limited
• Registrar to the Issue: KFin Technologies Limited
• Legal Counsel: Khaitan & Co.

We cater to the finance needs of medium and large business through corporate credit and corporate bonds.. Our lending is secured by movable/immovable assets and cash flows.

The company operates across two key financial segments:
• Corporate Credit (83.40% of AUM as at September 30, 2024): Focus is on identifying the specific financial needs and the business objective to be achieved by the borrowings and structure a financial arrangement such that the infusion of debt funds would result in achieving business objective of our clients and will result in cashflows which will ultimately be the source of repayment for the borrowing.
• Corporate Bonds – Unlisted, Privately Placed NCDs (16.60% of AUM as at September 30, 2024): Lending to corporates in the form non-convertible debentures instead of traditional loans. The compliance process of unlisted, privately placed NCDs is relatively simpler and provides significant flexibility to businesses to raise funds in the manner that best suits their business models.

We have a long term and sustainable business model which offer unambiguous value propositions to all our stakeholders. For our debt investors, we offer fixed and periodic returns which are higher than traditional debt investment opportunities such as fixed deposits, liquid mutual funds etc. For our borrowers, we provide fast and flexible financial solutions to medium to large-sized localised businesses. For our employees, we provide the opportunity to work in the field of business finance and create innovative, mutually beneficial financial solutions and structures in an organisation that supports the holistic growth of an individual.

Our wholesale corporate lending model is scalable, enabling us to expand our product offerings and increase our geographical base.

Capitalised terms not defined herein shall have the same meaning as assigned to such terms in the Prospectus.

The Prospectus is available on the website of:
• Stock Exchange (BSE): http://www.bseindia.com
• SEBI: http://www.sebi.gov.in
• Company Website: http://www.prachay.com
• Lead Managers: http://www.galacticocorp.com

For Investor Relations, contact: investments@prachay.com

For media inquiries, please contact:
Ayesha Aryan Rana
9082348296
ayesha.aryan@aaryanamatasco.ind.in
DISCLAIMERS
DISCLAIMER CLAUSE OF THE ISSUER
Prachay Capital Limited (“Company”), subject to market conditions, and other considerations, is proposing a public issue of secured redeemable non-convertible debentures (“NCDs”) and has filed a prospectus dated February 17, 2025 (“Prospectus”) with the Registrar of Companies, Pune at Maharashtra (“RoC”), BSE Limited (“BSE”) and Securities and Exchange Board of India (“SEBI”). The Prospectus is available on the website of the Company at http://www.prachay.com, on the website of BSE at http://www.bseindia.com, on the website of the lead managers at http://www.galacticocorp.com, and on the website of SEBI at http://www.sebi.gov.in. Investors proposing to participate in the Issue should invest only on the basis of the information contained in the Prospectus. Investors should note that investment in the NCDs involves a high degree of risk and for details in relation to the same, refer to the Prospectus, including the section titled “Risk Factors” and “Material Developments” beginning on page 20 and 154 respectively of the Prospectus.

DISCLAIMER CLAUSE OF SEBI
It is to be distinctly understood that filing of the Prospectus to the Securities and Exchange Board of India (“SEBI”) should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the Prospectus. The Lead Manager, Galactico Corporate Services Limited, has certified that the disclosures made in the Prospectus are generally adequate and are in conformity with the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 in force for the time being. This Requirement is to facilitate investors to take an informed decision for making investment in the proposed issue.

DISCLAIMER CLAUSE OF BSE
It is to be distinctly understood that the permission given by BSE should not, in anyway, be deemed or construed that the Prospectus has been cleared or approved by BSE nor does it certify the correctness or completeness of any of the contents of the Prospectus. The investors are advised to refer to the Prospectus for the full text of the disclaimer clause of the BSE on page 174 of the Prospectus.

DISCLAIMER CLAUSE OF USE OF BSE ELECTRONIC PLATFORM
It is to be distinctly understood that the permission given by the BSE to use their network and software of the Online system should not in any way be deemed or construed as compliance with various statutory requirements approved by the Exchange; not does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements; nor does it take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company.

DISCLAIMER CLAUSE OF RBI
The Company is having a valid certificate of registration dated August 11, 2017 bearing registration no. N-13.02198 issued by the Reserve Bank of India (“RBI”) under Section 45 IA of the Reserve Bank of India Act, 1934. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits/discharge of liability by the Company.

DISCLAIMER CLAUSE OF CRISIL RATINGS LIMITED
Crisil Ratings Limited (Crisil Ratings) has taken due care and caution in preparing the material based on the information provided by its client and / or obtained by Crisil ratings from sources which it considers reliable (information). A rating by Crisil ratings reflects its current opinion on the likelihood of timely payment of the obligations under the rated instrument and does not constitute an audit of the rated entity by Crisil ratings. Crisil ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by Crisil ratings is not a recommendation to buy, sell, or hold the rated instrument, it does not comment on the market price or suitability for a particular investor. The rating is not a recommendation to invest/ disinvest in any entity covered in the material and no part of the material should be construed as an expert advice or investment advice or any form of investment banking within the meaning of any law or regulation Crisil ratings especially states that it has no liability whatsoever to the subscribers/ users/ transmitters/ distributors of the maternal without limiting the generality of the foregoing, nothing in the material is to be construed as Crisil ratings providing or intending to provide any services in jurisdictions where Crisil ratings does not have the necessary permission and/or registration to carry out its business activities in this regard Prachay Capital Limited will be responsible for ensuring compliances and consequences of non-compliances for use of the material or part thereof outside India. Current rating status and Crisil Ratings’ rating criteria are available without charge to the public on the website, http://www.crisilratings.com. For the latest rating information on any instrument of any company rated by Crisil Ratings, please contact customer service helpdesk at 1800-267-1301.