Rights Issue

September 9, 2026 To To Corporate Relationship Department The Manager – Listing BSE Ltd National Stock Exchange of India Ltd Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 524816 Scrip Code: NATCOPHARM Dear Sirs/Madam(s), Sub: Draft letter of Offer in relation to the proposed Rights Issue of Equity Shares We wish to inform you that the Company proposes to undertake Rights Issue of its Equity Shares subject to the applicable laws, including the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and other regulatory and statutory approvals, as may be required under the applicable laws. In this regard, please find enclosed herewith the Draft letter of O(cid:431)er in connection with the proposed Rights Issue. You are requested to kindly take the same on record. Thanking you, Yours faithfully, For Natco Pharma Limited Ch. Venkat Ramesh Company Secretary & Compliance Officer Encl.: as above Draft Letter of Offer Dated September 9, 2026 For Eligible Equity Shareholders only Please scan this QR Code to view this Draft Letter of Offer NATCO PHARMA LIMITED Our Company was incorporated as a private limited company under the name “Natco Fine Pharmaceuticals Private Limited” under the Companies Act, 1956 and was granted a certificate of incorporation dated September 19, 1981 by the Registrar of Companies, Andhra Pradesh at Hyderabad. Our Company became a deemed public company with effect from July 1, 1992, pursuant to our intimation to the Registrar of Companies, Andhra Pradesh at Hyderabad by letter dated May 29, 1992, and the word “Private” was deleted from the name of our Company. Subsequently, the name of our Company was changed to “NATCO Pharma Limited” and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Andhra Pradesh at Hyderabad on February 18, 1993. Subsequently, our Company was converted into a public limited company and a fresh certificate of incorporation consequent upon conversion dated December 30, 1994, was issued by the Registrar of Companies, Andhra Pradesh at Hyderabad. For further details, see “General Information” on page 47. Registered and Corporate Office: ‘NATCO House’, Road No. 2, Banjara Hills, Hyderabad - 500034, Telangana, India Tel: +91 40 2354 7532; Contact Person: Chekuri Venkat Ramesh, Company Secretary and Compliance Officer E-mail: investors@natcopharma.co.in; Website: www.natcopharma.co.in Corporate Identity Number: L24230TG1981PLC003201 PROMOTERS OF OUR COMPANY: VENKAIAH CHOWDARY NANNAPANENI, DURGA DEVI NANNAPANENI, RAJEEV NANNAPANENI, NEELIMA SITA NANNAPANENI, VENKAIAH CHOWDARY NANNAPANENI HUF, VISTRA ITCL INDIA LIMITED A/C NEELIMA NANNAPANENI TRUST, VISTRA ITCL INDIA LIMITED A/C DURGADEVI FAMILY TRUST, VISTRA ITCL INDIA LIMITED A/C VCN FAMILY TRUST AND SAU FAMILY TRUST FOR PRIVATE CIRCULATION TO ELIGIBLE EQUITY SHAREHOLDERS OF NATCO PHARMA LIMITED (THE “COMPANY” OR THE “ISSUER”) ONLY ISSUE OF UP TO [●]* FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹2 EACH OF OUR COMPANY (THE “RIGHTS EQUITY SHARES”) FOR CASH AT A PRICE OF ₹[●] PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF ₹[●] PER RIGHTS EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UP TO ₹13,000 MILLION* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [●] RIGHTS EQUITY SHARES FOR EVERY [●] FULLY PAID-UP EQUITY SHARE HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON [●] (“RECORD DATE”) (THE “ISSUE”). FOR FURTHER DETAILS, SEE “TERMS OF THE ISSUE” BEGINNING ON PAGE 83. *Assuming full subscription in the Issue. Subject to finalisation of Basis of Allotment. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors shall rely on their own examination of the issuer and the offer, including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Draft Letter of Offer. Specific attention of investors is invited to the section “Risk Factors” beginning on page 14. CONFIRMATION Neither our Company nor our Promoters or any of our Directors have been or are identified as Wilful Defaulters or Fraudulent Borrowers. COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, and that the information contained in this Draft Letter of Offer is true and correct in all material aspects 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 Draft Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of our Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE” and together with BSE, the “Stock Exchanges”). Our Company has received “in-principle” approvals from NSE and BSE for listing the Rights Equity Shares through their letters each dated [●]. Our Company will also make applications to NSE and BSE to obtain trading approvals for the Rights Entitlements as required under the SEBI ICDR Master Circular. For the purposes of the Issue, the Designated Stock Exchange is NSE. REGISTRAR TO THE ISSUE KFin Technologies Limited Address: 301, The Centrium, 3rd Floor, 57, Lal Bahadur Shastri Road Nav Pada, Kurla (West), Kurla, Mumbai – 400 070, Maharashtra, India Tel: +91 40 6716 2222 / 1800 309 4001 E-mail: natcopharma.rights@kfintech.com Investor Grievance ID: einward.ris@kfintech.com Contact Person: M Murali Krishna / Williams R Website: www.kfintech.com SEBI Registration No.: INR000000221 ISSUE PROGRAMME LAST DATE FOR CREDIT OF RIGHTS ENTITLEMENTS [●] ISSUE OPENING DATE [●] LAST DATE FOR ON MARKET RENUNCIATION OF RIGHTS ENTITLEMENTS # [●] ISSUE CLOSING DATE* [●] FINALISATION OF BASIS OF ALLOTMENT (ON OR ABOUT) [●] DATE OF ALLOTMENT (ON OR ABOUT) [●] DATE OF CREDIT OF RIGHTS EQUITY SHARES (ON OR ABOUT) [●] DATE OF LISTING (ON OR ABOUT) [●] #E ligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat accounts of the Renouncees on or prior to the Issue Closing Date. *Our Board or the Fund Raising Committee will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date. (This page has intentionally been left blank) TABLE OF CONTENTS SECTION I – GENERAL ................................................................................................................................. 1 DEFINITIONS AND ABBREVIATIONS ...................................................................................................... 1 NOTICE TO INVESTORS .............................................................................................................................. 8 PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION ........................ 10 FORWARD LOOKING STATEMENTS ..................................................................................................... 12 SECTION II: RISK FACTORS ............................................... [Showing first 8,000 characters — download PDF for full document]