Mankind Pharma acquires Bharat Serums from Advent International for ₹13,630 crore. Learn More
Qualified Institutional Placement - PPD

IMPORTANT: This e-mail is intended for the named recipient(s) only. If you are not an intended recipient, please delete this e-mail from your system immediately. You must read the following disclaimer before continuing. The following disclaimer applies to the preliminary placement document of Mankind Pharma Limited (the “Company”) dated December 16, 2024 attached to this e-mail (the “Preliminary Placement Document”) in relation to the proposed qualified institutional placement of equity shares of the Company (the “Offer”), and you are therefore advised to read this page carefully before reading, accessing or making any other use of the attached Preliminary Placement Document. In accessing the Preliminary Placement Document, you have acknowledged and agreed to be bound by the following restrictions, terms and conditions, including any modifications to them, from time to time, each time you receive any information from us as a result of such access. You acknowledge that the Preliminary Placement Document is intended for use by you only and you agree not to forward it to any other person, internal or external to your company, in whole or in part, or otherwise provide access via e-mail or otherwise to any other person.

This Offer and the distribution of this Preliminary Placement Document is being done in reliance on Chapter VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI Regulations”) and Section 42 of the Companies Act, 2013, as amended and the rules made thereunder, to the extent applicable. This Preliminary Placement Document is personal to each prospective investor and made on a private placement basis and does not constitute an offer or invitation or solicitation of an offer to the public or to any other person or class of investors.

Confirmation of Your Representation: You have accessed the attached Preliminary Placement Document on the basis that you have confirmed your representation, warranty, agreement and acknowledgement to the Company and each of Kotak Mahindra Capital Company Limited and IIFL Capital Services Limited (collectively, the “Placement Agents”) that: (1) (i) you are not a resident of the United States, as defined under Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and, to the extent you purchase the securities described in the Preliminary Placement Document, you will be doing so in an “offshore transaction” as defined in, and pursuant to Regulation S under the U.S. Securities Act, OR (ii) you are a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act, and, to the extent you purchase the securities described in the Preliminary Placement Document, you will be doing so in transactions exempt from the registration requirements of the U.S. Securities Act, and (2) you consent to delivery of the attached Preliminary Placement Document and any amendments or supplements thereto by electronic transmission.

The attached Preliminary Placement Document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Company, the Placement Agents, their affiliates or any person who controls any of them, or any of their respective directors, officers, employees, representatives, agents or any affiliates of any such person, accepts any liability or responsibility whatsoever in respect of any discrepancies between the Preliminary Placement Document distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request.

The Preliminary Placement Document is intended only for use by the addressee named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of the Preliminary Placement Document, you are hereby notified that any dissemination, distribution or copying of the Preliminary Placement Document is strictly prohibited. If you have received the Preliminary Placement Document in error, please immediately notify the sender or the Placement Agents by reply email and destroy the email received and any printouts of it.

None of the Company or the Placement Agents, their affiliates or any person who controls any of them, or any of their respective directors, officers, employees, representatives, agents or any affiliates of any such person accepts any liability whatsoever for any loss howsoever arising from any use of this e-mail or the attached Preliminary Placement Document or their respective contents or otherwise arising in connection therewith.

Restrictions: The attached Preliminary Placement Document and notice are being furnished in connection with an offering exempt from or not subject to registration under the U.S. Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described in the Preliminary Placement Document. You are reminded that the information in the attached document is not complete and may be changed at any time without notice.

NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. THE SECURITIES 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 U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. SECURITIES OFFERED OR SOLD OUTSIDE OF THE UNITED STATES ARE BEING OFFERED OR SOLD IN COMPLIANCE WITH THE APPLICABLE LAWS OF THE JURISDICTION WHERE THOSE OFFERS AND SALES OCCUR.

THE PRELIMINARY PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS OR A STATEMENT IN LIEU OF PROSPECTUS WITH ANY REGISTRAR OF COMPANIES IN INDIA UNDER COMPANIES ACT, 2013 AND IS NOT AND SHOULD NOT BE CONSTRUED AS AN OFFERING CIRCULAR, AN OFFERING MEMORANDUM, AN ADVERTISEMENT, AN OFFER OR AN OFFER DOCUMENT UNDER THE SEBI REGULATIONS, COMPANIES ACT, 2013 OR ANY OTHER APPLICABLE LAW. FURTHER, NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OR AN INVITATION TO THE PUBLIC UNDER THE COMPANIES ACT, 2013, AS AMENDED, BY OR ON BEHALF OF THE COMPANY OR THE PLACEMENT AGENTS TO SUBSCRIBE FOR OR PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. THE PRELIMINARY PLACEMENT DOCUMENT SHALL BE FILED AS A PRIVATE PLACEMENT OFFER LETTER WITH THE STOCK EXCHANGES. THE COMPANY SHALL ALSO MAKE THE REQUISITE FILINGS WITH THE REGISTRAR OF COMPANIES, DELHI AND HARYANA AT NEW DELHI, WITHIN THE PERIOD STIPULATED UNDER APPLICABLE LAW, TO THE EXTENT APPLICABLE. THE PRELIMINARY PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN INDIA, INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA, THE RESERVE BANK OF INDIA, ANY REGISTRAR OF COMPANIES IN INDIA OR ANY STOCK EXCHANGE IN INDIA. THE PRELIMINARY PLACEMENT DOCUMENT IS NOT AND SHOULD NOT BE CONSTRUED AS AN INVITATION, OFFER OR SALE OF ANY SECURITIES TO THE PUBLIC IN INDIA.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation or inducement to sell or issue or any solicitation of any offer by or on behalf of either the Company of the securities or the Placement Agents to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute a “general solicitation” or “general advertising” (each as defined in Regulation D under the U.S. Securities Act) or "directed selling efforts" (as defined in Regulation S under the U.S. Securities Act) in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and a Lead Manager or any affiliate of such Lead Manager is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Lead Manager or any of its eligible affiliates on behalf of the Company in such jurisdiction.

You are reminded that you have accessed the attached Preliminary Placement Document on the basis that you are a person into whose possession the attached Preliminary Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver or forward this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.

Actions That You May Not Take: You should not reply by e-mail to this announcement, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DOWNLOAD, FORWARD, DISTRIBUTE OR DELIVER THE ATTACHED PRELIMINARY PLACEMENT DOCUMENT, IN WHOLE OR IN PART, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR (2) REPRODUCE, IN WHOLE OR IN PART, SUCH PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED, IN WHOLE OR IN PART, TO ANY U.S. ADDRESS. ANY DOWNLOADING, FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENTS AND THE ATTACHED PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

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