Emcure Pharma

Well-placed to leverage leading position in the domestic market.

Demonstrated capabilities of building brands.

Large, diversified and fast-growing product portfolio in international markets.

Strong R&D capabilities driving differentiated portfolio of products.

Extensive and diversified manufacturing capacity.

Highly qualified, experienced and entrepreneurial management team and its Board.

Any manufacturing or quality control problems may damage its reputation, subject it to regulatory action, and expose it to litigation or other liabilities, which could adversely affect the company reputation, business, financial condition and results of operations.

Its failures to comply with applicable quality standards may result in product liability claims, which could adversely affect its business, financial condition, cash flows and results of operations.

Its manufacturing and research and development operations are subject to operational risks. Any slowdown or shutdown in its manufacturing or research and development operations could adversely affect its business, financial condition and results of operations.

The company is subject to extensive government regulations and if its fail to obtain, maintain or renew the company statutory and regulatory licenses, permits and approvals required to operate its business, the company`s business, financial condition, results of operations and cash flows may be adversely affected.

Any disruptions to the supply, or increases in the pricing, of the raw materials and finished products that its outsource, may adversely affect the supply and pricing of its products and, in turn, adversely affect the company`s business, cash flows, financial condition and results of operations.

The company has significant working capital requirements. If its experience insufficient cash flows to fund the company working capital requirements or if the company is not able to provide collateral to obtain letters of credit and bank guarantees in sufficient quantities, there may be an adverse effect on its business, financial condition, results of operations and cash flows.

Its inability to meet the company obligations, including financial and other covenants under its debt financing arrangements could adversely affect its business, financial condition, results of operations and cash flows.

Its inability to accurately forecast demand for the company products and manage our inventory may have an adverse effect on its business, financial condition, results of operations and cash flows.

The company is dependent on third parties for the distribution and marketing of its products. If the company does not maintain and increase the number of its arrangements for the marketing and distribution of its products, the company business, financial condition and results of operations could be adversely affected.

The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares, market capitalization and price to earnings ratio based on the Offer Price of the Equity Shares, may not be indicative of the market price of the Company on listing or thereafter.

The company has been issued show cause notices by the Regional Director, MCA on account of noncompliance with Companies Act and in the event that the company is found to not be in compliance with applicable regulations under the show cause notices or otherwise in the future, its may be subject to regulatory actions or penalties and its reputation and business may be adversely affected.

If the company is unable to ramp up production and the existing level of capacity utilization rate at its manufacturing facilities, the company margins and profitability may be adversely affected.

The company has experienced negative cash and cash equivalents in the past and may continue to do so in the future.

The company has contingent liabilities and capital commitments, and its financial condition could be adversely affected if any of these contingent liabilities or capital commitments materialize.

Although the company have de-merged its U.S. operations, the company has ongoing civil proceedings in the United States, including class-action antitrust cases and complaints filed by U.S. state attorneys-general, which may subject it to significant losses and liabilities.

Certain therapeutic areas contribute to a more significant portion of its total revenue in India, and its business, prospects, results of operations and financial condition may be adversely affected if its products in these therapeutic areas does not perform as expected or if competing products become available and gain wider market acceptance.

Its Promoters and certain of the company Directors may be involved in ventures which are engaged in the same line of activity or business as that of the Company. Further, its Promoters, certain of the company Directors, Key Managerial Personnel and Senior Management may be interested in the Company other than in terms of remuneration and reimbursement of expenses, and this may result in conflict of interest with it.

The company is currently entitled to certain grants, tax incentives and export promotion schemes. Any decrease in or discontinuation in policies relating to grants, tax, duties or other such levies applicable to it may affect the company results of operations.

The availability of counterfeit drugs, such as drugs passed off by others as its products, could adversely affect its goodwill and results of operations.

The audit reports for its audited consolidated financial statements as of and for the Financial Years 2023 and 2022 include references to certain emphasis of matter paragraphs.

Its inability to attract or retain companies who are looking to us for marketing and licensing in the future could adversely affect its market share. If the covenants in our agreements with such companies are onerous or commercially restrictive, its results of operations and financial condition could be adversely affected.

Its success depends on the company ability to develop and commercialize products in a timely manner. If its R&D efforts do not succeed or the products the company commercialize does not perform as expected, this may hinder the introduction of new products, and could adversely affect its business, financial condition and results of operations.

Its international operations expose it to complex management, legal, tax and economic risks, which could adversely affect its business, financial condition and results of operations.

The Company and two of its Subsidiaries, Zuventus and Gennova, have been subjected to search and seizure operations conducted by the Income Tax Department and any such actions by authorities could have an adverse impact on its reputation, business prospects and financial condition.

Certain of its Subsidiaries have incurred losses in the past. The company may be required to fund the operations of its Subsidiaries in the future and its investments in the company Subsidiaries may eventually be writtenoff, which could subject it to additional liabilities and could have an adverse effect on the Company`s reputation, profitability and financial condition.

Its Promoters and the members of the company Promoter Group will be able to exercise significant influence and control over it after the Offer and may have interests that are different from or conflict with those of its other shareholders.

If the company is unable to patent new processes, obtain trademarks for its products, or protect such proprietary information, the company`s business may be adversely affected.

If any of its unregistered trademarks are registered in favor of a third party in the future, its may be unable to seek remedies for infringement of those trademarks by third parties other than relief against passing off by other entities. Further, if the company is unable to sell products under its trademarks which have been opposed or are otherwise under dispute, its business, financial condition and results of operations may be adversely affected.

Fluctuations in interest rates could adversely affect its results of operations.

There are outstanding legal proceedings involving the Company, its Directors, its Promoters, the company`s Subsidiaries and its Group Company, Heritage. Failures to defend these proceedings successfully may have an adverse effect on its business prospects, financial condition, results of ongoing operations and reputation.

Pricing pressure from customers may affect its ability to maintain or increase its product prices and, in turn, the company revenue from product sales, gross margin and profitability, which may adversely affect its business, financial condition and results of operations.

Its inability to successfully implement the company`s business plan, expansion and growth strategies could have an adverse effect on its business, financial condition, results of operations and cash flows.

The company depends on third-party transportation providers for the transportation of its raw materials and finished products.

The unsuccessful integration of any businesses the company acquire could result in operating difficulties or costly divestments, which may adversely affect its business, financial condition and results of operations.

The company is subject to risks arising from exchange rate fluctuations, which could adversely affect its business, financial condition and results of operations.

If the company inadvertently infringe on the patents of others, its business may be adversely affected.

The pharmaceutical industry is intensely competitive and if the company cannot respond adequately to the increased competition its expect to faces, the company will lose market share and its profits will decline, which will adversely affect its business, financial condition and results of operations.

Its may not be able to detect or prevent fraud or other misconduct committed by the company employees or third parties.

Delay or failures in the performance of its contracts, whether on the company part or on the part of a subcontractor, may adversely affect its business, financial condition and results of operations.

Non-compliance with and changes in environmental, health and safety, and labor laws and other applicable regulations may adversely affect its business, financial condition, results of operations and cash flows.

The company is subject to the risk of loss due to fire, accidents and other hazards as its R&D and manufacturing processes and materials are highly flammable and hazardous. The company is also subject to the risk of other natural calamities or general disruptions affecting its production facilities and distribution chain.

The company is exposed to counterparty credit risk and any delay in receiving payments or non-receipt of payments may adversely affect its business, results of operations and cash flows.

Some of its corporate records relating to forms filed with the RoC and other secretarial documents are not traceable.

The company currently rely extensively on its systems including information technology systems and products processing/quality assurance systems and their failures could adversely affect its manufacturing operations.

Its insurance coverage may not be sufficient or adequate to cover the company losses or liabilities. If its suffer a large uninsured loss or if the company suffer an insured loss that significantly exceeds its insurance coverage, its financial condition and results of operations may be adversely affected.

Its success depends on the company ability to retain and attract qualified senior management and other key personnel, and if the company is not able to retain them or recruit additional qualified personnel, its may be unable to successfully develop the company`s business.

If third parties on whom the company relies for clinical trials does not perform their obligations as contractually required or as the company expect, and does not comply with current Good Manufacturing Practices ("cGMP") or other applicable regulations, its may not be able to obtain regulatory approval for or commercialize its products.

The company appoint contract labor for carrying out certain of its operations and its may be held responsible for paying the wages of such workers if the independent contractors through whom such workers are hired default on their obligations, and such obligations could have an adverse effect on its financial condition, results of operations and cash flows.

The company has in the past entered into related- party transactions and may continue to do so in the future.

Any delays in repayment or other defaults of loans, advances and guarantees that the company has provided to its related parties, including its Subsidiaries, may adversely affect the companay`s business, financial condition and results of operations.

The Company de-merged its U.S. market business pursuant to the Scheme of Arrangement. Any adverse impact of future merger/ demerger schemes undertaken by it could affect its business and operations.

While the Company will receive proceeds from the Fresh Issue, it will not receive any proceeds from the Offer for Sale portion.

Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior Shareholders` approval.

The Company intends to utilize a portion of the Net Proceeds for prepayment of loans from entities related to the Book Running Lead Managers.

Its funding requirements and proposed deployment of the Net Proceeds of the Offer have not been appraised by a bank or a financial institution or any external agency and if there are any delays or cost overruns, its business, financial condition and results of operations may be adversely affected.

There have been instances of delays in payment of statutory dues in Financial Year 2022 by the Company. Any delay in payment of statutory dues in future may result in the imposition of penalties and in turn may have an adverse effect on its business, financial condition, results of operation and cash flows.

Apart from provisions made for the Company`s subsidiary in Nigeria, the Company has not provided for a decline in the value of its investments made in its Subsidiaries.

The COVID-19 pandemic, or any future pandemic or widespread public health emergency, could affect its business, financial condition, cash flows and results of operations.

The company does not own its Registered and Corporate Office and the majority of the other premises from which the company operates.

Information relating to the installed manufacturing capacity, actual production and capacity utilization of its manufacturing facilities included in this Red Herring Prospectus are based on various assumptions and estimates and future production and capacity may vary.

Certain Non-GAAP financial measures and other statistical information relating to its operations and financial performance have been included in this Red Herring Prospectus. These Non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable with those presented by other companies.

The Company has paid dividends amounting to Rs. 361.70 million, Rs. 361.70 million and Rs. 542.55 million in the Financial Years 2024, 2023 and 2022, respectively. Its ability to pay dividends in the future will depends on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

This Red Herring Prospectus contains information from third parties including an industry report prepared by an independent third-party research agency, CRISIL MI&A, which the company has commissioned and paid for purposes of confirming its understanding of the industry exclusively in connection with the Offer.