EMCURE
EMCURE
EMCURE
DATED JUNE 26, 2024 (THE “RHP” OR “RED HERRING PROSPECTUS”). YOU ARE ENCOURAGED TO READ GREATER DETAILS AVAILABLE IN THE RHP.
BIDDER’S UNDERTAKING AND CONFIRMATION FOR BID CUM APPLICATION FORM
(IN CASE OF A JOINT BID, THE CONFIRMATIONS, AUTHORISATIONS, UNDERTAKINGS AND REPRESENTATIONS MADE BY THE FIRST BIDDER WILL BE DEEMED TO HAVE BEEN MADE ON BEHALF OF ALL THE JOINT BIDDERS. THE FIRST
BIDDER SHALL BE LIABLE FOR ALL THE OBLIGATIONS ARISING OUT OF THE OFFER OF EQUITY SHARES.)
The Equity Shares offered in the Offer have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws
of such jurisdiction. On the basis of the RHP which was filed with the Registrar of Companies, Maharashtra at Pune (the “RoC”), (if I am/we are in India) or the RHP and the preliminary international wrap dated June 26, 2024 (the “Preliminary International Wrap”) and together with
the RHP (the “Preliminary Offering Memorandum”) (if I am/we are outside India), general information document for Investing in Public Offers (“GID” or “General Information Document”) and having studied the attached details as per the Abridged Prospectus, I/we hereby apply
for Allotment to me/us of the Equity Shares in the Offer upto my/ our Bids for maximum number of Equity Shares at or above the Offer Price, to be discovered through the Book Building Process. I/We hereby confirm that I am/we are eligible person(s) to invest in the Offer in accordance
with applicable laws. The amount payable on Bidding has been blocked in the ASBA Account with the relevant SCSB or the bank account linked with the UPI ID (in case of UPI Bidders using UPI Mechanism) as mentioned in this Bid cum Application Form, as the case may be. I/We agree
to accept the Equity Shares Bid for, or such lesser number as may be Allotted to me/us subject to the terms of the RHP (if I am/we are in India), the Preliminary Offering Memorandum (if I am/we are outside India), Abridged Prospectus, the GID, the Bid cum Application Form and other
applicable laws. I/We undertake that I/we will sign all such other documents and do all such acts, if any, necessary on my/our part to enable me/us to be registered as the holder(s) of the Equity Shares which may be Allotted and to register my/our address as given in the Depository records
and to place my/our name on the register of members of the Company. I/We acknowledge that in case of QIB Bidders only (i) the SCSBs (for Bids other than the Bids by Anchor Investors) and (ii) the book running lead managers (“BRLMs” or “Book Running Lead Managers”) and the
Syndicate Member (only in the Specified Locations) have the right to reject Bids (including on technical grounds) at the time of acceptance of Bid cum Application Form provided that the reasons for rejecting the same shall be provided to such Bidder in writing, whereas it has a right to
reject it from Non-Institutional Investors and Retail Individual Bidders based only on technical grounds and/or as specified in the Abridged Prospectus, GID and the RHP or the Preliminary Offering Memorandum, as applicable.
I/We authorise the Company to make the necessary changes in this Bid cum Application Form and the RHP for the filing of the Prospectus with the RoC without intimation to me/us and use this Bid cum Application Form as the application form for the purpose of the Offer. I/We confirm that
I/we have read the RHP (if I am/we are in India) or the Preliminary Offering Memorandum (if I am/we are outside India). I/ We confirm that my/ our investment decision is based on my /our independent verification and external advice, the RHP or the Preliminary Offering Memorandum,
as applicable.
I/WE CONFIRM THAT: EITHER I am/we are Indian national(s) resident in India and I am/we are not applying for the said Equity shares as nominees of any person resident outside India or foreign nationals or I am/we are Indian national(s) resident in India and I am/we are applying for
the said Equity shares as power of attorney holder(s) of non-resident Indian(s) as mentioned on non-repatriation basis OR I am/we are Indian national(s) resident outside India and I am/we are applying for the said Equity shares on my/our own behalf through NRO account on non-repatriation
basis. I/We represent, warrant, acknowledge and agree with the Company, the Selling Shareholders and the BRLMs as follows: (A) I/We have read the RHP (if I am/ we are in India) or the Preliminary Offering Memorandum (if I am/we are outside India) and that my/our investment decision
is based on the RHP or the Preliminary Offering Memorandum, as applicable; I/We and any customer we represent or the accounts on whose behalf we are purchasing the Equity Shares confirm that I am/we are, or at any time after the Equity Shares are purchased, will be, the beneficial owner
of such Equity Shares. (B) I/we have read and agree to the representations, warranties and agreements contained in the section “Offer Procedure” in the RHP and (i) in the sections “Other Regulatory and Statutory Disclosures” and “Terms of the Offer” in the RHP (if I am/we are in India)
or in the sections “Transfer Restrictions” and “Selling Restrictions” of the Preliminary Offering Memorandum (if I am/we are outside India); (C) the Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”) or the securities laws of any state of the United States and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws; (D) am/are
(1) either located outside the United States within the meaning of Regulation S under the Securities Act and am/are purchasing the Equity shares in an “offshore transaction” as defined in Regulation S under the Securities Act, and pursuant to the applicable laws of the jurisdictions where
those offers and sales are made or are (2) located in the United States and are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act); (E) the Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction; (F) I am/we are purchasing the Equity Shares pursuant to the laws of the jurisdictions applicable to me/us; (G) I am/we are not
an affiliate of the Company or a person acting on behalf of such affiliate; (H) if I/we are making an application to acquire any of the Equity Shares as fiduciary or agent for one or more investor accounts, I/we have sole investment discretion with respect to each such account and I/we have
full power to make the foregoing representations, warranties, acknowledgments and agreements on behalf of each such account; and (I) if I/we are making an application to acquire any of the Equity shares for one or more managed accounts, I am /we are authorized in writing by each such
managed account to subscribe to the Equity shares for each such managed account and to make (and I/we hereby make) the representations, warranties, acknowledgments and agreements herein for and on behalf of each such account, reading the reference to “I/we” to include such accounts.
FOR QIB BIDDERS: We confirm that the Bid size/maximum Equity Shares applied for by us does not exceed the relevant regulatory approvals/limits. We are not prohibited from accessing capital markets under any order/ruling/judgment of any regulatory, judicial or any other authority,
including Securities and Exchange Board of India (“SEBI”) or under the provisions of any law, regulation or statute.
Further: 1) In accordance with ASBA process provided in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”) and as disclosed in the RHP or the Preliminary Offering Memorandum,
as applicable, I/we authorise (a) the Members of the Syndicate (in Specified Locations only) or the Registered Brokers (at Broker Centers) or the SCSBs (at Designated SCSBs Branches) or the RTAs (at the Designated RTA Locations) or the CDPs (at Designated CDP Locations), as
the case may be, to do all acts as are necessary to make the application in the Offer, including uploading my/our Bid, blocking, unblocking of funds in the bank account of the applicant maintained with the SCSB as specified in the Bid cum Application Form or in the bank account of
the Applicant linked with the UPI ID provided in the Bid cum Application Form, as the case may be, transfer of funds to the Public Offer Account on receipt of instruction from Registrar to the Offer or the Sponsor Banks, as the case may be, after finalisation of Basis of Allotment;
and (b) the Registrar to the Offer or Sponsor Banks, as the case may be, to offer instruction to the SCSBs to unblock the funds in the specified bank account upon finalisation of the Basis of Allotment. 2) In case the amount available in the specified bank account is insufficient as
per the highest Bid option, the SCSB/Registrar to the Offer shall reject the application. 3) I/We hereby authorise the Members of the Syndicate (in Specified Locations only) or the Registered Brokers (at Broker Centres) or the SCSBs (at Designated SCSBs Branches) or CDPs
(at Designated CDP locations) or the RTAs (at Designated RTA locations), as the case may be, to make relevant revisions as may be required to be done in the Bid, in the event of a revision of the Price Band.
I/We hereby provide my/our consent to the Stock Exchanges / Sponsor Banks / NPCI / Registrar to the Offer for collecting, storing and usage validating my/our PAN details from the bank account where my / our amount is blocked by the relevant SCSBs.
I/We acknowledge that as per existing policy of the Government of India, OCBs cannot participate in the Offer. I am/We are not an OCB. For further details, see “Offer Procedure” and “Restrictions on Foreign Ownership of Indian Securities” beginning on pages 494 and 516 of the
RHP, respectively.
INSTRUCTIONS FOR FILLING UP THE BID CUM APPLICATION FORM
1. Name of Sole / First Bidder should be exactly the same as it appears in the Depository records. In case of joint Bids, only the name of the First Bidder (which should also be the first name in which the beneficiary account is held) should be provided in the Bid cum Application Form.
The Bid means an ‘indication to make an offer’ during the Bid/Offer period by a Bidder and not ‘an offer’.
2. The First Bidder, should mention his/ her PAN under the Income Tax Act, 1961, DP ID, Client ID and UPI ID (as applicable). Except for Bids by or on behalf of the Central or State Government and the officials appointed by the courts and by investors who are exempt from the
requirement of obtaining/ specifying their PAN for transacting in the securities market and by persons residing in the state of Sikkim, any other category of Bidders, including without limitation, multilateral/bilateral institutions, the Bidders, or in the case of joint Bids, the First Bidder
(the first name under which the beneficiary account is held), should mention his/ her PAN allotted under the Income Tax Act, 1961. Any Bid cum Application Form without the PAN is liable to be rejected other than as specified above. Investors must ensure that their PAN is linked with
Aadhaar card and are in compliance with Central Board of Direct Taxes (“CBDT”) notification dated February 13, 2020 and press release dated June 25, 2021, read with press release dated September 17, 2021 and CBDT circular no.7 of 2022, dated March 30, 2022 read with press
release dated March 28, 2023 and any subsequent press releases in this regard.
3. Based on the PAN, DP ID and Client ID provided by the Bidders, the Registrar to the Offer will obtain Demographic Details registered with Depository Participants to be used, among other things, for Allotment, technical rejections or unblocking ASBA Account. Hence, Bidders are
advised to immediately update any change in their Demographic Details as appearing on the records of the Depository Participant to ensure accuracy of records. Please note that failure to do so could result in failure in Allotment of Equity Shares and delays in unblocking of ASBA
Account at the Bidders’ sole risk and neither the Members of the Syndicate nor the Registered Brokers nor the Registrar to the Offer nor RTAs/CDPs nor the SCSBs nor the Company nor the Selling Shareholders shall have any responsibility and undertake any liability for the same.
4. Bid Lot and Price Band: The face value of Equity Shares is ` 10/- each. The Price Band, Employee Discount and the minimum Bid Lot has been decided by our Company, in consultation with the BRLMs. The Price Band, Employee Discount and the minimum Bid Lot has been
advertised in all editions of the English National Daily newspaper, the Financial Express, all editions of the Hindi National Daily newspaper, Jansatta and Pune edition of the Marathi daily newspaper, Loksatta (Marathi being the regional language of Maharashtra, where our Registered
and Corporate Office is located), each with wide circulation, at least two (2) Working Days prior to the Bid/Offer Opening Date, with the relevant financial ratios calculated at the Floor Price and at the Cap Price and has been made available to the BSE Limited (“BSE”) and the National
Stock Exchange of India Limited (“NSE” and together with BSE, the “Stock Exchanges”) for the purpose of uploading on their respective websites in accordance with SEBI ICDR Regulations. In case of revision of the Price Band, the Bid/Offer Period will be extended by at least
three (3) additional Working Days after such revision of Price Band subject to the Bid/ Offer Period not exceeding ten (10) Working Days. In cases of force majeure, bank strike or similar circumstances, the Company, in consultation with the BRLMs, may, for reasons to be recorded in
writing, extend the Bid/Offer Period for a period of minimum one (1) Working Day, subject to the Bid/Offer Period not exceeding ten (10) Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the
Stock Exchanges, by issuing a public notice and also by indicating the changes on the websites of the BRLMs, and at the terminals of the Members of the Syndicate and by intimation to SCSBs and other Designated Intermediaries and the Sponsor Banks as applicable.
5. Maximum and Minimum Bid Size: In case of Retail Individual Bidders, such number of Equity Shares in multiples of the minimum Bid Lot such that the Bid Amount does not exceed ` 0.20 million. Bids at the Cut-Off Price indicate their agreement to purchase the Equity Shares at
the Offer Price, as determined at the completion of the Book Building Process. In case of Non-Institutional Investors and QIB Bidders, the minimum Bid size shall be such number of Equity Shares in multiples of the minimum Bid Lot such that Bid Amount exceeds ` 0.20 million. The
maximum Bid by any investor should not exceed the investment limits prescribed for them by applicable laws and mentioned in the RHP or Preliminary Offering Memorandum, as applicable.
6. Please tick category as applicable to ensure proper upload of Bid in Stock Exchange system.
7. Please tick investor status as applicable. Please ensure investor status is updated in your Depository records.
8. Cheques/Demand Draft/Cash/stock invest/money orders/postal orders will not be accepted. Eligible NRIs bidding on a non-repatriation basis by using the Resident Bid cum Application Form are required to authorise their SCSB to confirm or accept the UPI Mandate Request (in
case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (NRO) Accounts for the full Bid Amount, at the time of the submission of the Bid cum Application Form. All Bidders including the Eligible NRIs Bidding on a non-repatriation basis can
obtain the Bid cum Application Form from the Registered and Corporate Office of the Company or from any of the Members of the Syndicate or CDPs or RTAs or Registered Brokers from the Bidding centers. In accordance with applicable law and UPI Circulars, Bidders to please
ensure that SCSB where the ASBA Account is maintained has notified at least one branch in the location where Bid cum Application Forms will be deposited by Designated Intermediaries.
9. ● Please note that application made using third party UPI ID or third party ASBA Bank A/c. are liable to be rejected.
● QIBs cannot use UPI Mechanism and Non-Institutional Investors bidding for an amount exceeding ₹ 0.50 million cannot use UPI Mechanism to apply. UPI Bidders applying up to ₹ 0.50 million can apply through UPI mode as per NPCI vide circular
reference no. NPCI/UPI/OC No. 127/2021-22 dated December 9, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022.
● For Retail Individual Bidders (RIBs) and Non-Institutional Investors with Application size up to ₹ 0.50 million (“UPI Bidders”) bidding through the UPI Mechanism.
- Please ensure that your bank is offering UPI facility for Public Offers.
- Please mention UPI ID clearly in CAPITAL LETTERS only.
- Ensure that the: (a) bank where the bank account linked to their UPI ID is maintained; and (b) UPI Bidders bidding through the UPI Mechanism may apply through the SCSBs and mobile applications whose names appears on the website of the
SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as updated from time to time.
- Eligible NRIs applying in the Offer through the UPI Mechanism, are advised to enquire with the relevant bank where their account is UPI linked prior to submitting their Bid cum Application Form.
- UPI ID cannot exceed 45 characters.
- Please ensure that you are using your UPI ID only and not the UPI ID of any third party.
- UPI Bidders bidding through the UPI Mechanism shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using
his/her UPI PIN. For further details, see “Offer Procedure” on page 494 of the RHP.
10. The Sole Bidder / First Bidder is required to sign the Bid cum Application Form /Revision Form. Thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India must be attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal. Signature of ASBA Account holder is mandatory. If the First Bidder is not the account holder, ensure that the Bid cum Application Form is signed by the account holder. Necessary revisions in the Bidders’ undertaking and instructions will be
required depending upon the jurisdiction in which the sale of shares is proposed.
11. Other Instructions: a. Bids must be made only in the prescribed Bid cum Application Form. b. Bids must be completed in full, in BLOCK LETTERS in ENGLISH. Bidders should note that the Members of the Syndicate, Registered Broker, CDPs, RTAs, and/or SCSBs will not be
liable for errors in data entry due to incomplete or illegible Bid cum Application Forms; and c. Ensure that all applicable documents in support of the Bid are attached with the Bid cum Application Form.
12. The Bidders may note that in case the DP ID, Client ID and PAN mentioned in the Bid cum Application Form and entered into the electronic bidding systems of the Stock Exchanges do not match with the DP ID, Client ID and PAN available in the Depository database, the Bid cum
Application Form is liable to be rejected. You may be sent the RHP and the Prospectus (if you are Resident in India) or the Preliminary Offering Memorandum and the final offering memorandum (if you are Resident outside India) either in physical form or electric form or both. You
shall not distribute or forward this document and these documents are subject to the disclaimers and restrictions contained in or accompanying them.
13. The Equity Shares offered in the Offer have not been and will not be registered under the Securities Act or any state securities laws in the United States, and unless so registered, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws in the United States. Accordingly, the Equity Shares are being offered and sold (i) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) under Section 4(a) of the
Securities Act, and (ii) outside the United States in offshore transactions as defined in and in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.
14. This Bid cum Application Form is being offered to you on the basis that you (i) confirm that the representations, warranties, agreements and acknowledgment set out in “Other Regulatory and Statutory Disclosures” and “Offer Procedure” on pages 465 and 494 respectively of the RHP
and (ii) agree to abide by (1) this Bid cum Application Form and (2) the RHP (if you are in India) or the Preliminary Offering Memorandum (if you are outside India) together with the terms and conditions contained therein.
Note: Terms used but not defined herein shall have the meaning assigned to such terms in the RHP or the Preliminary Offering Memorandum, as applicable. For detailed instructions for filling the various fields of this Bid cum Application Form, please refer to the GID, which is also
available on the respective websites of the BRLMs and the Stock Exchanges.
TEAR HERE
● In case of queries related to Allotment/ credit of Allotted Equity Shares, the Bidders COMPANY CONTACT DETAILS REGISTRAR TO THE OFFER CONTACT DETAILS
should contact Registrar to the Offer. EMCURE PHARMACEUTICALS LIMITED LINK INTIME INDIA PRIVATE LIMITED
● In case of Bids submitted to the SCSBs, the Bidders should contact the relevant SCSB.
● In case of queries related to upload of Bids submitted to the relevant members of the Registered and Corporate Office: Plot No. P-1 and P-2, IT-BT Park, C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,
Syndicate / RTAs / Registered Brokers / CDPs, as applicable, the Bidders should contact Vikhroli (West), Mumbai 400 083
the relevant Designated Intermediary. Phase II, M.I.D.C., Hinjawadi, Pune 411 057, Maharashtra, India Maharashtra, India
● For UPI related queries, investors can contact NPCI at the toll free number:- Contact Person: Chetan Rajendra Sharma, Company Secretary and Tel: + 91 810 811 4949
18001201740 and Mail ld:- ipo.upi@npci.org.in and the Registrar to the Offer at E-mail: emcure.ipo@linkintime.co.in
Tel: + 91 810 811 4949 and E-mail: emcure.ipo@linkintime.co.in Compliance Officer
● In case of ASBA Bidders (other than 3-in-1 Bids) for a bid above ` 0.50 million, Website: www.linkintime.co.in
Tel: +91 20 3507 0033, +91 20 3507 0000; E-mail: investors@emcure.com
ensure that the bid is uploaded only by the SCSBs Investor grievance e-mail: emcure.ipo@linkintime.co.in
● Ensure that you have accepted the UPI Mandate Request received from the Sponsor Website: www.emcure.com Contact Person: Shanti Gopalkrishnan
Banks prior to 5:00 p.m. of the Bid / Offer Closing Date. Corporate Identity Number: U24231PN1981PLC024251 SEBI Registration No.: INR000004058