Red Herring Prospectus

Dated: February 13, 2026

Please read section 32 of the Companies Act, 2013
100.00% Book Building Offer

GAUDIUM IVF AND WOMEN HEALTH LIMITED

CORPORATE IDENTITY NUMBER: U85100DL2015PLC278296

REGISTERED &
CONTACT PERSON EMAIL & TELEPHONE WEBSITE
CORPORATE OFFICE
Naveen Kumar Email:
B1/51, Janak Puri, B-1, New Delhi
Company Secretary & compliance@[Link] [Link]
– 110058, India
Compliance Officer Telephone: 011- 4885 8585
OUR PROMOTERS: DR. MANIKA KHANNA, DR. PEEYUSH KHANNA AND VISHAD KHANNA
DETAILS OF OFFER TO THE PUBLIC
TOTAL
FRESH OFFER FOR ELIGIBILITY AND SHARE RESERVATIONS AMONG
TYPE OFFER
ISSUE SALE QIBS, NIIS AND RIIS
SIZE
1,13,92,500
The Offer is being made pursuant to Regulation 6(1) of the Securities
Equity
94,93,700 Equity and Exchange Board of India (Issue of Capital and Disclosure
Shares of
Shares of face Requirements) Regulations, 2018, as amended (“SEBI ICDR
Fresh Issue & face value
value of ₹5 each ₹[] lakhs Regulations”). For further details, see “Other Regulatory and
Offer for Sale of ₹5 each
aggregating up to Statutory Disclosures – Eligibility for the Issue” on page 359. For
aggregating
₹[] lakhs details in relation to share reservation among QIBs, NIBs and RIBs,
up to ₹[]
see “Offer Structure” beginning on page 375.
lakhs
DETAILS OF THE SELLING SHAREHOLDER, OFFER FOR SALE AND THE WEIGHTED AVERAGE COST OF
ACQUISITION PER EQUITY SHARE
NAME OF THE NO OF EQUITY
WEIGHTED AVERAGE COST OF ACQUISITION ON FULLY DILUTED
SELLING TYPE SHARES
BASIS*
SHAREHOLDER OFFERED
Dr. Manika 94,93,700 Equity
Promoter 0.16
Khanna Shares
*As certified by S K G N & Associates LLP., Chartered Accountants, pursuant to their certificate dated January 20, 2026.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of
the Equity Shares is ₹5. The Floor Price and Cap Price, determined by our Company in consultation with the Book Running Lead Manager,
and the Offer Price determined by our Company, in consultation with the Book Running Lead Manager, in accordance with the SEBI ICDR
Regulations, and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under
“Basis for Offer Price” beginning on page 120 should not be considered to be indicative of the market price of the Equity Shares after the
Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at
which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they
can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment
decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including
the risks involved. The Equity Shares in the Offer have neither been recommended, nor approved by the Securities and Exchange Board of
India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the
investors is invited to the section entitled “Risk Factors” on page 31.
COMPANY’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILTY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this DRHP contains all information with
regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this DRHP 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 DRHP as a whole or any of such information or the
expression of any such opinions or intentions misleading in any material respect. Further, the Promoter Selling Shareholder accepts
responsibility for, and confirms, that the statements specifically made or confirmed by such Promoter Selling Shareholder in this DRHP,
to the extent that the statements and information specifically pertain to such Promoter Selling Shareholder and the Equity Shares offered by
such Promoter Selling Shareholder under the Offer for Sale, are true and correct in all material respects and are not misleading in any material
respect.
 Red Herring Prospectus
Dated: February 13, 2026
Please read section 32 of the Companies Act, 2013
100.00% Book Building Offer

LISTING
The Equity Shares to be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited
(“BSE”) and National Stock Exchange of India Limited (“NSE”). For the purposes of the Issue, the Designated Stock Exchange shall be
National Stock Exchange of India Limited.
BOOK RUNNING LEAD MANAGER
Name & Logo of Book Running Lead
Contact Person Email & Telephone
Manager

Email Id: ipo@[Link]

Pankaj Chaurasia
Tel No.: +91 22 2652 8671/ 72

Sarthi Capital Advisors Private Limited

REGISTRAR TO THE OFFER
Name & Logo of Registrar Contact Person Telephone & Email

Email: ipo@[Link]
Babu Rapheal C.
Tel No.: +91 22 6263 8200
Bigshare Services Private Limited
BID/OFFER PERIOD
ANCHOR
Wednesday, BID/ISSUE Friday, BID/ISSUE Tuesday,
INVESTOR
February 18, 2026 OPENS ON February 20, 2026 CLOSES ON** February 24, 2026#
BIDDING DATE*
*Our Company may, in consultation with the Book Running Lead Manager, consider participation by Anchor Investors in accordance with the
SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Issue Opening Date.
**Our Company may, in consultation with the Book Running Lead Manager, consider closing the Bid/Offer Period for QIBs one Working Day
prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
#UPI mandate end time and date shall be 5:00 pm on the Bid/ Offer Closing Date.
 Red Herring Prospectus
Dated: February 13, 2026
Please read section 32 of the Companies Act, 2013
100.00% Book Building Offer

GAUDIUM IVF AND WOMEN HEALTH LIMITED

Our Company was originally incorporated in the name of “Gaudium IVF and Women Health Private Limited” as a private limited company under the
Companies Act, 2013, pursuant to a certificate of incorporation dated March 24, 2015 issued by the RoC, Delhi and Haryana. Subsequently, our
Company was converted from a private limited company into a public limited company pursuant to a special resolution passed in the extraordinary
general meeting of our Shareholders held on September 28, 2024 and consequently, the name of our Company was changed to ‘Gaudium IVF and
Women Health Limited’, and a fresh certificate of incorporation dated October 24, 2024 was issued by the Central processing center. For details of
change in name and address of our Registered Office, see “Our History and Certain Corporate Matters” on page 194 of this Red Herring Prospectus.

Registered Office: B1/51, Janak Puri, B-1, New Delhi – 110058, India; Telephone No: 011- 4885 8585;
Contact Person: Naveen Kumar, Company Secretary & Compliance Officer; E-mail: compliance@[Link] Website:
[Link]
CIN: U85100DL2015PLC278296
OUR PROMOTERS: DR. MANIKA KHANNA, DR. PEEYUSH KHANNA AND VISHAD KHANNA
INITIAL PUBLIC OFFERING OF UP TO 2,08,86,200 EQUITY SHARES OF FACE VALUE OF ₹ 5.00 EACH (“EQUITY SHARES”)
OF OUR COMPANY FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER
EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹ [●] LAKHS (THE “OFFER”) COMPRISING A FRESH ISSUE OF
UP TO 1,13,92,500 EQUITY SHARES OF FACE VALUE OF ₹ 5.00 EACH AGGREGATING UP TO ₹ [●] LAKHS BY OUR COMPANY
(THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 94,93,700 EQUITY SHARES OF FACE VALUE OF ₹ 5.00 EACH
AGGREGATING UP TO ₹ [●] LAKHS BY DR. MANIKA KHANNA, (THE “PROMOTER SELLING SHAREHOLDER”) (THE
“OFFER FOR SALE”). THE OFFER WOULD CONSTITUTE 28.70% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL
OF OUR COMPANY.

THE FACE VALUE OF THE EQUITY SHARES IS ₹5.00 EACH AND THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE
EQUITY SHARES. THE PRICE BAND AND MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN
CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (“BRLM”) AND WILL BE ADVERTISED IN ALL EDITIONS
OF FINANCIAL EXPRESS, AN ENGLISH NATIONAL DAILY NEWSPAPER WITH WIDE CIRCULATION, ALL EDITIONS
OF JANSATTA A HINDI NATIONAL DAILY NEWSPAPER WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS
PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND
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 THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS
AMENDED (THE “SEBI ICDR REGULATIONS”)
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the
Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our
Company and the promoter Selling Shareholder may, in consultation with the BRLM, for reasons to be recorded in writing, extend the Bid / Offer
Period for a minimum of three Working Days, subject to the Bid/ Offer Period not exceeding 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 change on the respective websites of the BRLM and at the terminals of the Syndicate Member(s) and by intimation to
the Designated Intermediaries and the Sponsor Banks, as applicable.
This is an Offer in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), read with Regulation 31 of
the SEBI ICDR Regulations. The Offer is being made through the Book Building Process in terms of Regulation 6(1) of the SEBI ICDR Regulations,
wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs and such
portion, the “QIB Portion”), provided that our Company may, in consultation with the Book Running Lead Manager, allocate up to 60% of the QIB
Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations of which 40% of the Anchor Investor Portion
shall be reserved in the following manner (i) 33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual Funds; and (ii) 6.67% of
the Anchor Investor Portion shall be reserved for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic
Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-
subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above may be allocated to domestic Mutual Funds, in
accordance with the SEBI ICDR Regulations. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall
be added to the Net QIB Portion. Further, 5% of the QIB Portion (excluding Anchor Investor portion) shall be available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation
on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above
the Issue Price. In the event the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available for
Allotment in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor
Investors) in proportion to their Bids. Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders of which
one-third portion shall be available for allocation to Non-Institutional Bidders with a Bid size of more than ₹ 2 lakhs and up to ₹ 10 lakhs and two-
third portion shall be available for allocation to Non-Institutional Bidders with a Bid size of more than ₹ 10 lakhs, provided that unsubscribed portion
in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders in accordance with the SEBI
ICDR Regulations and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All potential Bidders (except Anchor Investors) are
 Red Herring Prospectus
Dated: February 13, 2026
Please read section 32 of the Companies Act, 2013
100.00% Book Building Offer

mandatorily required to utilize the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA
accounts and UPI ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amount
will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Banks under the UPI Mechanism, as the case may be, to the
extent of the respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA Process. For further details,
see “Offer Procedure” on page 379.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face
value of the Equity Shares is ₹5.00 each. The Floor Price, the Offer Price or the Price Band (determined and justified by our Company in
consultation with the BRLM and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as
stated under “Basis for Offer Price” on page 120), should not be taken to be indicative of the market price of the Equity Shares after the Equity
Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of our Company, or regarding the price at
which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can
afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the
Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved.
The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI
guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors”
on page 31.
ISSUER’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information
with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring Prospectus
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 Red Herring Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading in any material respect. Further, the Promoter Selling Shareholder accepts responsibility
for, and confirms, that the statements made or confirmed by it in this Red Herring Prospectus to the extent that the statements and information
specifically pertain to it and the Equity Shares offered by it under the Offer for Sale, are true and correct in all material respects and are not misleading
in any material respect. The Promoter Selling Shareholder assumes no responsibility for any other statements, including, inter alia, any of the
statements made by or relating to our Company or our Company’s business.
LISTING
The Equity Shares, once offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received
‘in-principle’ approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated December 23, 2025, each. For the
purposes of the Offer, the Designated Stock Exchange shall be National Stock Exchange of India Limited. A signed copy of the Red Herring
Prospectus and the Prospectus shall be filed with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For further details
of the material contracts and documents available for inspection from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date, see
“Material Contracts and Documents for Inspection” on page 463.
BOOK RUNNING LEAD MANAGER TO THE OFFER REGISTRAR TO THE OFFER
Sarthi Capital Advisors Private Limited Bigshare Services Private Limited
CIN: U65190DL2012PTC238100 CIN: U99999MH1994PTC076534
401, 4thFloor, Manek Plaza, 167, Office No S6-2, 6th Floor, Pinnacle Business Park, Next to
Vidyanagari Marg, Kalina, Santacruz (E), Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai
Mumbai – 400 098 – 400093
Tel No.: +91 22 2652 8671/ 72 Tel. No.: +91 22 6263 8200;
Email Id: ipo@[Link] Email: ipo@[Link]
Investor Grievance E-Mail: Investor Grievance E-Mail: investor@[Link]
ipo@[Link] Contact Person: Babu Rapheal C.
Contact Person: Pankaj Chaurasia SEBI Registration No.: INR000001385
SEBI Registration No.: INM000012011 Website:[Link]
Website: [Link]
BID/OFFER PERIOD
ANCHOR
Wednesday, BID/OFFER Friday, BID/OFFER Tuesday,
INVESTOR
February 18, 2026 OPENS ON* February 20, 2026 CLOSES ON** February 24, 2026
BIDDING DATE*
*Our Company may, in consultation with the Book Running Lead Manager, consider participation by Anchor Investors in accordance with the SEBI
ICDR Regulations. The Anchor Investor Bid/offer Period shall be one Working Day prior to the Bid/Offer Opening Date.
**Our Company may, in consultation with the Book Running Lead Manager, consider closing the Bid/Offer Period for QIBs one Working Day prior
to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
#UPI mandate end time and date shall be 5:00 pm on the Bid/ Offer Closing Date
 Table of Contents
SECTION I: GENERAL ...........................................................................................................................................1
DEFINITIONS AND ABBREVIATIONS ..................................................................................................................1
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION ......................................................................................................................... 18
FORWARD-LOOKING STATEMENTS ................................................................................................................. 21
SUMMARY OF THE OFFER DOCUMENT ........................................................................................................... 22
SECTION II RISK FACTORS ............................................................................................................................... 31
SECTION III: INTRODUCTION .......................................................................................................................... 72
THE OFFER .............................................................................................................................................................. 72
SUMMARY OF FINANCIAL INFORMATION...................................................................................................... 74
GENERAL INFORMATION .................................................................................................................................... 80
CAPITAL STRUCTURE .......................................................................................................................................... 88
OBJECT OF THE OFFER......................................................................................................................................... 98
BASIS FOR OFFER PRICE .................................................................................................................................... 120
STATEMENT OF SPECIAL TAX BENEFITS ...................................................................................................... 125
SECTION IV – ABOUT THE COMPANY ......................................................................................................... 132
INDUSTRY OVERVIEW ....................................................................................................................................... 132
OUR BUSINESS ..................................................................................................................................................... 163
KEY REGULATIONS AND POLICIES ................................................................................................................ 182
HISTORY AND CERTAIN CORPORATE MATTERS ........................................................................................ 194
OUR MANAGEMENT ........................................................................................................................................... 199
OUR PROMOTER AND PROMOTER GROUP .................................................................................................... 218
OUR GROUP COMPANIES .................................................................................................................................. 223
DIVIDEND POLICY............................................................................................................................................... 224
SECTION V - FINANCIAL INFORMATION ................................................................................................... 225
RESTATED CONSOLIDATED FINANCIAL INFORMATION .......................................................................... 225
OTHER FINANCIAL INFORMATION ................................................................................................................. 278
RELATED PARTY TRANSACTION .................................................................................................................... 279
FINANCIAL INDEBTEDNESS ............................................................................................................................. 280
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ..... 282
OPERATION ........................................................................................................................................................... 282
CAPITALISATION STATEMENT ........................................................................................................................ 318
SECTION VI – LEGAL AND OTHER INFORMATION ................................................................................. 319
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ........................................................... 319
GOVERNMENT AND OTHER STATUTORY APPROVALS ............................................................................. 327
OTHER REGULATORY AND STATUTORY DISCLOSURES .......................................................................... 359
SECTION VII: OFFER INFORMATION .......................................................................................................... 368
TERMS OF THE OFFER ........................................................................................................................................ 368
OFFER STRUCTURE ............................................................................................................................................. 375
OFFER PROCEDURE ............................................................................................................................................ 379
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES........................................................ 402
SECTION VIII - DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION
................................................................................................................................................................................. 404
ARTICLES OF ASSOCIATION ............................................................................................................................. 404
SECTION IX: OTHER INFORMATION ........................................................................................................... 463
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................................ 463
DECLARATION ..................................................................................................................................................... 466

1
 SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates
or implies or unless otherwise specified, shall have the meanings as provided below. References to any legislation,
act, regulation, rules, guidelines, clarifications or policies or articles of association or memorandum of association
shall be to such legislation, act, regulation, rules, guidelines, clarifications or policies or articles of association or
memorandum of association as amended, supplemented or re-enacted from time to time, and any reference to a
statutory provision shall include any subordinate legislation made from time to time under that provision.

In case of any inconsistency between the definitions given below and the definitions contained in the General
Information Document (as defined below), the definitions given below shall prevail.

The words and expressions used in this Red Herring Prospectus but not defined herein shall have, to the extent
applicable, the same meaning ascribed to such terms under the SEBI ICDR Regulations, the SEBI Act, the Companies
Act, the SCRA, the Depositories Act and the rules and regulations notified thereunder.

Notwithstanding the foregoing, the terms used in “Objects of the Offer”, “Basis for Offer Price”, “Statement of Special
Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”,
“Restated Consolidated Financial Information”, “Financial Indebtedness”, “Outstanding Litigation and Material
Developments”, “Offer Procedure” and “Description of Equity Shares and Terms of Articles of Association”
beginning on pages 98, 120, 125, 132, 182,194, 225, 280, 319, 379 and 404, respectively, shall have the meanings
ascribed to them in the relevant section.

General Terms

Term Description
“Our Company” or “the Gaudium IVF and Women Health Limited, a Public Limited Company
Company” or “the Issuer” or incorporated under the provisions of Companies Act, 2013, having its
“GIWHL” or “Gaudium IVF” Registered Office at B1/51, Janakpuri B-1, New Delhi – 110058, India.
we, us or our Unless the context otherwise indicates or implies, refers to our Company.

Company Related Terms

Term Description
Articles of Association or AoA or
The articles of association of our Company, as amended from time to time
Articles
The audit committee of our Board, as described in “Our Management –
Audit Committee
Committees of our Board – Audit Committee” on page 205.
M/s S K G N & Associates LLP., Chartered Accountants, the statutory
Auditors or Statutory Auditors
auditors of our Company
The Board of Directors of our Company, as described in “Our Management”
Board or Board of Directors
beginning on page 199
Chief Financial Officer The chief financial officer of our Company, Rakesh Kumar Sharma. For
details, see “Our Management” on page 199
Committee(s) Duly constituted committee(s) of our Board
Company Secretary and The company secretary and compliance officer of our Company, being
Compliance Officer Naveen Kumar. For details, see “Our Management” on page 199
Corporate Social Responsibility The corporate social responsibility committee of our Board, as described
Committee in “Our Management - Committees of the Board - Corporate Social
Responsibility Committee” on page 205
Director(s) The Directors on our Board, as appointed from time to time. For details see,
“Our Management” beginning on page 199
Equity Shares Equity shares of our Company having face value of ₹ 5.00 each.

1
 Term Description
Executive Director(s) The Executive Directors on our Board, as disclosed in “Our Management”
beginning on page 199
Group Company The companies identified as ‘group companies’ in accordance with
Regulation 2(1)(t) of the SEBI ICDR Regulations including the Materiality
Policy. For details, see “Our Group Companies” beginning on page 223
Independent Directors The independent directors of our Company, appointed as per the Companies
Act, 2013 and the SEBI Listing Regulations. For further details of our
Independent Directors, see “Our Management” beginning on page 199
IPO Committee The Initial Public Offering (IPO) Committee of our Board, as described in
“Our Management – Committees of our Board – Initial Public Offering (IPO)
Committee” on page 205
Key Managerial Personnel or Key managerial personnel of our Company in accordance with Regulation
KMP 2(1)(bb) of the SEBI ICDR Regulations and Section 2(51) of the Companies
Act and as disclosed in “Our Management – Key Managerial Personnel” on
page 199.
Materiality Policy Policy for the identification of (i) companies to be disclosed as group
companies; (ii) material outstanding civil litigation proceeding involving our
Company, our Subsidiary, our Promoters and our Directors; and
(iii) material creditors of the Company, pursuant to the disclosure
requirements under SEBI ICDR Regulations.
Memorandum of Association or The memorandum of association of our Company, as amended from time to
MoA time
“Nomination and Remuneration The nomination and remuneration committee of our Board, as described in
Committee” or “NRC Committee” “Our Management - Committees of our Board - Nomination and
Remuneration Committee” on page 199.
Non-executive Director(s) Non-Executive directors (other than the Independent Directors) on our Board,
as disclosed in “Our Management” beginning on page 199
Promoter(s) Promoters of our Company, being Dr. Manika Khanna, Dr. Peeyush Khanna
and Vishad Khanna. For details, please see “Our Promoter and Promoter
Group” beginning on page 218
Promoter Group The individuals and the entities constituting the promoter group of our
Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as
described in “Our Promoter and Promoter Group” beginning on page 218
Registered Office The Registered Office of our Company is located at B1/51, Janak Puri,
Janakpuri B-1, New Delhi – 110058, India
Registrar of Companies or “RoC” The Registrar of Companies, Delhi & Haryana
Restated Consolidated Financial Restated Consolidated Financial Information of our Company and our
Information Subsidiary for the period ended September 30, 2025 and for the Financial
Year ended on March 31, 2025, March 31, 2024, and March 31, 2023
comprising the Restated Consolidated Statement of Assets and Liabilities
for the period ended September 30, 2025 and for the Financial Year ended on
March 31, 2025, March 31, 2024 and March 31, 2023, the Restated
Consolidated Statements of Profit and Loss (including other comprehensive
income), the Restated Consolidated Statements of changes in equity, the
Restated Consolidated Statements of Cash Flows for the period ended
September 30, 2025 and for the Financial Year ended March 31, 2025, March
31, 2024 and March 31, 2023, the summary statement of material accounting
policies and other explanatory information, prepared as per the requirement
of Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI ICDR
Regulations, and the Guidance Note on ‘Reports in Company Prospectuses
(Revised 2019)’ issued by the Institute of Chartered Accountants of
India(“ICAI”), as amended.
Risk Management Committee The Risk Management Committee as described in “Our Management -
Committees of the Board - Risk Management Committee” on page 209

Page 2 of 475
 Term Description
Senior Management Personnel or Senior management personnel of our Company in accordance with Regulation
SMP 2(1)(bbbb) of the SEBI ICDR Regulations and as disclosed in “Our
Management” on page 199.
Shareholder(s) The holders of the Equity Shares from time to time.
Stakeholders Relationship The Stakeholders’ Relationship Committee of our Board, as described in “Our
Committee Management – Committees of our Board – Stakeholders Relationship
Committee” on page 199
“Wholly owned subsidiary” or As on the date, the Wholly Owned Subsidiary of our Company namely,
“our subsidiary” or “WOS” Guadium International Private Limited as disclosed in “History and Certain
Corporate Matters - Our Subsidiaries” on page 194

Issue Related Terms

Term Description
The memorandum containing such salient features of prospectus as may be
Abridged Prospectus
specified by SEBI in this regard
The slip or document to be issued by a Designated Intermediary to a Bidder
Acknowledgement Slip
as proof of registration of the Bid cum Application Form.
“Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares pursuant
“Allotted” to the Issue to the successful applicants.
The note or advice or intimation of allotment sent to each of the successful
Allotment Advice bidders who have been or are to be allotted the Equity Shares after the basis
of allotment has been approved by the designated Stock Exchange.
Allottee A successful Bidder to whom the equity shares are allotted
A Qualified Institutional Buyer, applying under the Anchor Investor Portion
in accordance with the requirements specified in the SEBI ICDR Regulations
Anchor Investor(s)
and the Red Herring prospectus and who has Bid for an amount of at least
₹ 1,000 lakhs
The price at which Equity Shares will be allocated to the Anchor Investors
during the anchor investor bid period in terms of the Red Herring Prospectus
Anchor Investor Allocation Price
and the Prospectus, which will be determined by our Company, in
consultation with the Book Running Lead Manager.
The application form used by an anchor investor to make a Bid in the Anchor
Anchor Investor Application Form Investor Portion in accordance with the requirements specified under the
SEBI ICDR Regulations and the Red Herring Prospectus.
The date, being one Working Day prior to the Bid/ Issue Opening Date, on
Anchor Investor Bidding Date or which Bids by Anchor Investors shall be submitted, prior to and after which
Anchor Investor Bid/ Issue Period the Book Running Lead Manager will not accept any Bids from Anchor
Investors, and allocation to Anchor Investors shall be completed.
The final price at which the Equity Shares will be Allotted to Anchor Investors
in terms of the Red Herring Prospectus and the Prospectus, which will be
equal to or higher than the Issue Price but not higher than the Cap Price.
Anchor Investor Issue Price
The Anchor Investor Issue Price will be determined by our Company, in
consultation with the Book Running Lead Manager.
With respect to Anchor Investor(s), the Anchor Investor Bid/ Issue Period,
and in the event the Anchor Investor Allocation Price is lower than the Anchor
Anchor Investor Pay-in Date
Investor Issue Price, not later than two Working Days after the Bid/ Issue
Closing Date

Page 3 of 475
 Term Description
Up to 60% of the QIB Portion, which may be allocated by our Company in
consultation with the Book Running Lead Manager, to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations. 40% of
the Anchor Investor Portion shall be reserved in the following manner (i)
33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved for
Anchor Investor Portion
Life Insurance Companies and Pension Funds, subject to valid Bids being
received from domestic Mutual Funds, Life Insurance Companies and
Pension Funds, as applicable, at or above the Anchor Investor Allocation
Price. Any under-subscription in the Life Insurance Companies and Pension
Funds category specified may be allocated to domestic Mutual Funds, in
accordance with the SEBI ICDR Regulations.
An application, whether physical or electronic, used by ASBA Bidders to
make a Bid and authorizing an SCSB to block the Bid Amount in the ASBA
“Application Supported by
Account and will include applications made by UPI Bidders using the UPI
Blocked Amount” or “ASBA”
Mechanism where the Bid Amount will be blocked upon acceptance of UPI
Mandate Request by the UPI Bidders using the UPI Mechanism.
A bank account maintained with an SCSB by an ASBA Bidder, as specified
in the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount
ASBA Account mentioned in the relevant ASBA Form and includes the account of a UPI
Bidder in which the Bid Amount is blocked upon acceptance of a UPI
Mandate Request made by the UPI Bidders using the UPI Mechanism
ASBA Bid A Bid made by an ASBA Bidder.
“ASBA Bidders” or “ASBA
All Bidders except Anchor Investors
Bidder”
An application form, whether physical or electronic, used by ASBA Bidders
ASBA Form to submit Bids, which will be considered as the application for Allotment in
terms of the Red Herring Prospectus and the Prospectus.
Collectively, the Escrow Collection Bank(s), the Public Issue Account
Banker(s) to the Issue
Bank(s), the Sponsor Bank(s) and the Refund Bank(s), as the case may be.
The basis on which Equity Shares will be Allotted to successful Bidders under
Basis of Allotment
the Issue, as described in “Issue Procedure” beginning on page 379.
An indication to make an offer during the Bid/ Issue Period by an ASBA
Bidder pursuant to submission of the ASBA Form, or during the Anchor
Investor Bid/ Issue Period by an Anchor Investor, pursuant to submission of
the Anchor Investor Application Form, to subscribe to the Equity Shares at a
Bid
price within the Price Band, including all revisions and modifications thereto,
as permitted under the SEBI ICDR Regulations and in terms of the Red
Herring Prospectus and the Bid cum Application Form. The term “Bidding”
shall be construed accordingly.
The highest value of optional Bids indicated in the Bid cum Application Form
and, in the case of RIBs Bidding at the Cut-off Price, the Cap Price multiplied
Bid Amount by the number of Equity Shares Bid for by such RIBs and mentioned in the
Bid cum Application Form and payable by the Bidder or blocked in the ASBA
Account of the ASBA Bidder, as the case may be, upon submission of the Bid.
Bid cum Application Form Anchor Investor Application Form or the ASBA Form, as the context requires.
Bid Lot [] Equity Shares and in multiples of [] Equity Shares thereafter.
Except in relation to any Bids received from the Anchor Investors, the date
after which the Designated Intermediaries will not accept any Bids, which
shall be published in all editions of Financial Express, an English national
Bid/Issue Closing Date daily newspaper with wide circulation and all editions of Jansatta, a Hindi
national daily newspaper each with wide circulation (Hindi being the regional
language where the registered office of the Company is situated).

Page 4 of 475
 Term Description
Our Company, in consultation with the Book Running Lead Manager, may
consider closing the Bid/ Issue Period for QIBs one Working Day prior to the
Bid/ Issue Closing Date in accordance with the SEBI ICDR Regulations. In
case of any revision, the revised Bid/ Offer Closing Date shall be notified
on the websites of the Book Running Lead Manager and at the terminals
of the Syndicate Members and communicated to the Designated
Intermediaries and the Sponsor Banks, and shall also be notified in an
advertisement in the same newspapers in which the Bid/ Issue Opening
Date will be published
Except in relation to any Bids received from the Anchor Investors, the date on
which the Designated Intermediaries shall start accepting Bids, which shall be
published in all editions of Financial Express, an English national daily
Bid/Issue Opening Date
newspaper with wide circulation and all editions of Jansatta, a Hindi national
daily newspaper each with wide circulation (Hindi being the regional
language where the registered office of the Company is situated).
Except in relation to Bids received from the Anchor Investors, the period
between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date,
inclusive of both days, during which prospective Bidders can submit their
Bid/ Issue Period Bids, including any revisions thereof, in accordance with the SEBI ICDR
Regulations and the terms of the Red Herring Prospectus. Provided however,
that the Bidding shall be kept open for a minimum of three Working Days for
all categories of Bidders, other than Anchor Investors.
Any prospective investor who makes a Bid pursuant to the terms of the Red
“Bidder” or “Applicant” Herring Prospectus and the Bid cum Application Form and unless otherwise
stated or implied, includes an Anchor Investor
Centers at which the Designated Intermediaries shall accept the ASBA Forms,
i.e., Designated Branches for SCSBs, Specified Locations for the Syndicate,
Bidding Centers
Broker Centers for Registered Brokers, Designated RTA Locations for RTAs
and Designated CDP Locations for CDPs.
The book building process, as provided in Part A of Schedule XIII of the SEBI
Book Building Process
ICDR Regulations, in terms of which the Issue is being made.
“Book Running Lead Manager” or The Book Running Lead Manager to the Issue, namely, Sarthi Capital
“BRLM” Advisors Private Limited.
The broker centers notified by the Stock Exchanges where ASBA Bidders can
submit the ASBA Forms to a Registered Broker.
Broker Centers
The details of such broker centers, along with the names and contact details
of the Registered Brokers are available on the respective websites of the Stock
Exchanges ([Link] and [Link]).
A notice or intimation of allocation of the Equity Shares sent to Anchor
“Confirmation of Allocation
Investors, who have been allocated Equity Shares, after the Anchor Investor
Note” or “CAN”
Bid/ Issue Period
The higher end of the Price Band, subject to any revisions thereto, above
which the Issue Price and the Anchor Investor Issue Price will not be finalized
Cap Price
and above which no Bids will be accepted. The Cap Price shall be at least
105% of the Floor Price.
The agreement to be entered between our Company, the Book Running Lead
Manager, Syndicate Members, the Banker(s) to the Issue and Registrar to the
Cash Escrow and Sponsor Issue for, inter alia, collection of the Bid Amounts from Anchor Investors,
Bank(s) Agreement transfer of funds to the Public Issue Account and where applicable, remitting
refunds of the amounts collected from Anchor Investors, on the terms and
conditions thereof
Circular on Streamlining of Public Circular CFD/DIL2/CIR/P/2018/22 dated February 15, 2018 Circular
Issues”/ “UPI Circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, circular

Page 5 of 475
 Term Description
(SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, circular no.
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, circular
no. (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2021./2480/1/M) dated March 16, 2021,
circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021,
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20,
2022, SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May
30, 2022, SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094
dated June 21, 2023, SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140
dated August 9, 2023, along with the circular issued by the National Stock
Exchange of India Limited having reference no. 25/2022 dated August 3, 2022
and the circular issued by BSE Limited having reference no. 20220803-40
dated August 3, 2022 and any subsequent circulars or notifications issued by
SEBI or the Stock Exchanges in this regard.
Client Identification Number maintained with one of the Depositories in
Client ID
relation to dematerialized account
A depository participant as defined under the Depositories Act and registered
with SEBI and who is eligible to procure Bids at the Designated CDP
“Collecting Depository Locations in terms of the circular no. CIR/CFD/POLICYCELL/11/2015 dated
Participant” or “CDP” November 10, 2015 issued by SEBI as per the list available on the respective
websites of the Stock Exchanges ([Link] and
[Link]), as updated from time to time and the UPI Circulars.
CARE Analytics and Advisory Private Limited (previously known as CARE
CARE Advisory Risk Solutions Private Limited) is a Wholly Owned Subsidiary of CARE
Ratings Limited.
“CARE Analytics and Advisory Detailed Project Report dated September 2025, prepared and issued by CARE
Private Limited” Analytics and Advisory Private Limited.
The Issue Price, finalized by our Company, in consultation with Book
Running Lead Manager, which shall be any price within the Price Band.
Cut-off Price
Only RIBs Bidding in the Retail Portion are entitled to Bid at the Cut-off
Price. QIBs (including Anchor Investors) and NIBs are not entitled to Bid at
the Cut-off price
The details of the Bidders including the Bidder’s address, name of the
Demographic Details Bidder’s father or husband, investor status, occupation, bank account details
PAN and UPI ID, wherever applicable
Such branches of the SCSBs which shall collect the ASBA Forms, a list of
which is available on the website of SEBI at
Designated Branches [Link]
es&intmId=35 or at such other website as may be prescribed by SEBI from
time to time
Such locations of the CDPs where ASBA Bidders can submit the ASBA
Forms.

Designated CDP Locations The details of such Designated CDP Locations, along with the names and
contact details of the Collecting Depository Participants eligible to accept
ASBA Forms are available on the respective websites of the Stock Exchanges
([Link] and [Link]), as updated from time to time.
The date on which the Escrow Collection Bank(s) transfer funds from the
Designated Date
Escrow Account to the Public Issue Account or the Refund Account, as the

Page 6 of 475
 Term Description
case may be, and/or the instructions are issued to the SCSBs (in case of UPI
Bidders using the UPI Mechanism, instruction issued through the Sponsor
Bank(s)) for the transfer of the relevant amounts blocked by the SCSBs in the
ASBA Accounts to the Public Issue Account and/ or are unblocked, as the
case may be, in terms of the Red Herring Prospectus and the Prospectus, after
finalization of the Basis of Allotment in consultation with the Designated
Stock Exchange, following which Equity Shares will be Allotted to successful
Bidders in the Issue.
Collectively, the Syndicate Members, sub-syndicate or agents, SCSBs (other
than in relation to RIBs using the UPI Mechanism), Registered Brokers, CDPs
and RTAs, who are authorized to collect Bid cum Application Forms from the
relevant Bidders, in relation to the Issue.

In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount
will be blocked upon acceptance of UPI Mandate Request by such UPI
Designated Intermediary(ies) Bidders using the UPI Mechanism, Designated Intermediaries shall mean
Syndicate, sub-syndicate/agents, Registered Brokers, CDPs, SCSBs and
RTAs.

In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors)

and NIBs (not using UPI Mechanism), Designated Intermediaries shall mean
Syndicate, sub-syndicate/ agents, SCSBs, Registered Brokers, the CDPs and
RTAs.
Such locations of the RTAs where Bidders (except Anchor Investors) can
submit the ASBA Forms to RTAs.

Designated RTA Locations The details of such Designated RTA Locations, along with the names and
contact details of the RTAs eligible to accept ASBA Forms are available on
the respective websites of the Stock Exchanges ([Link] and
[Link]), as updated from time to time.
Designated Stock Exchange National Stock Exchange of India Limited
The Draft Red Herring Prospectus dated September 29, 2025 filed with SEBI
“Draft Red Herring Prospectus” or and issued in accordance with the SEBI ICDR Regulations, which does not
“DRHP” contain complete particulars of the price at which the Equity Shares will be
Allotted and the size of the Issue, including any addenda or corrigenda thereto.
FPI(s) that are eligible to participate in the Issue in terms of applicable law
and from such jurisdictions outside India where it is not unlawful to make
Eligible FPI(s) Issue/ invitation under the Offer and in relation to whom the Bid cum
Application Form and the Red Herring Prospectus constitutes an invitation to
purchase the Equity Shares
NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules,
from jurisdictions outside India where it is not unlawful to make an offer or
Eligible NRI(s) invitation under the Offer and in relation to whom the Bid cum Application
Form and the Red Herring Prospectus will constitute an invitation to purchase
the Equity Shares.
The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the
Escrow Collection Bank(s) and in whose favor the Bidders (excluding ASBA
Escrow Account(s)
Bidders) will transfer money through NACH/direct credit /NEFT/RTGS in
respect of the Bid Amount when submitting a Bid.
The bank(s) which are clearing members and registered with SEBI as banker
to an issue under the Securities and Exchange Board of India (Bankers to an
Escrow Collection Bank(s)
Issue) Regulations, 1994, as amended and with whom the Escrow Account(s)
will be opened, in this case being Axis Bank Limited.

Page 7 of 475
 Term Description
The Bidder whose name shall be mentioned in the Bid cum Application Form
First Bidder or Sole Bidder or the Revision Form and in case of joint Bids, whose name shall also appear
as the first holder of the beneficiary account held in joint names.
The lower end of the Price Band, subject to any revision(s) thereto, not being
less than the face value of Equity Shares, at or above which the Issue Price
Floor Price
and the Anchor Investor Issue Price will be finalized and below which no Bids
will be accepted.
A fraudulent borrower as defined under Regulation 2(1) (lll) of the SEBI
Fraudulent Borrower
ICDR Regulations.
Fresh issue of up to 1,13,92,500 Equity Shares of face value of ₹5.00
Fresh Issue
aggregating up to ₹[] lakhs by our Company.
An individual who is declared a fugitive economic offender under Section 12
Fugitive Economic Offender
of the Fugitive Economic Offenders Act, 2018.
The General Information Document for investing in public issues, prepared
and issued in accordance with the SEBI circular
“General Information Document”
(SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020, suitably
or “GID”
modified and updated pursuant to, among others, the SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020
Gross Proceeds The gross proceeds of the Fresh Issue that will be available to our Company
The report titled “IVF and Fertility Services Industry Report” dated
“Infomerics Analytics and September 25, 2025, prepared and issued by Infomerics Analytics and
Research Private Limited” or Research Private Limited which has been commissioned by and paid for by
“Infomerics Research Report” or our Company exclusively for the purposes of the Issue, pursuant to
“Infomerics” engagement letter dated August 29, 2025. The Infomerics Report shall be
available on the website of our company at [Link].
The final price at which Equity Shares will be Allotted to successful ASBA
Bidders in terms of the Red Herring Prospectus and the Prospectus. Equity
Shares will be Allotted to Anchor Investors at the Anchor Investor Issue Price
which will be decided by our Company, in consultation with the BRLM in
Issue Price terms of the Red Herring Prospectus and the Prospectus.

The Issue Price will be decided by our Company, in consultation with the
BRLM on the Pricing Date in accordance with the Book Building Process and
the Red Herring Prospectus
The proceeds of the Issue which shall be available to our Company. For
Issue Proceeds further information about use of the Issue Proceeds, see “Objects of the Issue”
beginning on page 98.
Infomerics Valuation and Rating Limited, being a credit rating agency
Monitoring Agency
registered with SEBI.
The agreement to be entered into between our Company and the Monitoring
Monitoring Agency Agreement
Agency.
5.00% of the Net QIB Portion, or [] Equity Shares which shall be available
Mutual Fund Portion for allocation to Mutual Funds only, on a proportionate basis, subject to valid
Bids being received at or above the Offer Price
Proceeds of the Issue, i.e., gross proceeds of the Issue less the Issue Expenses.
Net Proceeds For further details regarding the use of the Net Proceeds and the Issue
expenses, see “Objects of the Offer” beginning on page 98.
The QIB Portion less the number of Equity Shares allocated to the Anchor
Net QIB Portion
Investors
All Bidders, that are not QIBs (including Anchor Investors) or RIBs and who
Non-Institutional Bidders Or
have Bid for Equity Shares for an amount of more than ₹ 200,000 (but not
NIBs
including NRIs other than Eligible NRIs)
The portion of the Issue being not less than 15% of the Issue comprising []
Non-Institutional Portion
Equity Shares which shall be available for allocation to Non-Institutional

Page 8 of 475
 Term Description
Bidders, subject to valid Bids being received at or above the Issue Price, in
the following manner:
a) one-third of the portion available to Non-Institutional Bidders shall be
reserved for Bidders with application size of more than ₹ 200,000 and up
to ₹ 1,000,000; and
b) two-third of the portion available to Non-Institutional Bidders shall be
reserved for Bidders with application size of more than ₹ 1,000,000.

Provided that the unsubscribed portion in either of the sub-categories

specified in clauses (a) or (b), may be allocated to Bidders in the other sub-
category of Non-Institutional Bidders, in accordance with the SEBI ICDR
Regulations.
“Non-Resident Indians” or Person resident outside India, as defined under FEMA, and includes a non-
“NRI(s)” resident Indian, FVCIs and FPIs.
The agreement dated September 22, 2025 entered into amongst our Company,
Offer Agreement Promoter Selling Shareholder and the BRLM, pursuant to which certain
arrangements have been agreed to in relation to the Offer.
The offer for sale of up to 94,93,700 Equity Shares of face value of ₹ 5.00 at
Offer for Sale the Offer Price aggregating up to ₹ [●] lakhs by the Promoter Selling
Shareholder.
The final price at which Equity Shares will be Allotted to ASBA Bidders in
terms of the Red Herring Prospectus and the Prospectus. Equity Shares will
be Allotted to Anchor Investors at the Anchor Investor Issue Price which will
Offer Price
be decided by our Company, Promoter Selling Shareholder in consultation
with the Book Running Lead Manager in terms of the Red Herring Prospectus
and the Prospectus.
The proceeds of the Fresh Issue which shall be available to our Company,
Offer Proceeds
being ₹ [●] lakhs.
The price band of a minimum price of ₹ [] per Equity Share (Floor
Price) and the maximum price of ₹ [] per Equity Share (Cap Price)
including revisions thereof.

The Price Band and the minimum Bid Lot for the Offer will be decided by our
Company, in consultation with the Book Running Lead Manager and will be
Price Band advertised in all editions of Financial Express, an English national daily
newspaper with wide circulation and all editions of Jansatta, a Hindi national
daily newspaper each with wide circulation (Hindi being the regional
language where the registered office of the Company is situated), , at least two
Working Days prior to the Bid/ Offer Opening Date and shall be available to
the Stock Exchanges for the purpose of uploading on their respective
websites.
The date on which our Company, in consultation with the Book Running Lead
Pricing Date
Manager, will finalize the Offer Price
The prospectus to be filed with the RoC on or after the Pricing Date in
accordance with Section 26 of the Companies Act, and the SEBI ICDR
Prospectus
Regulations containing, inter alia, the Issue Price, the size of the Issue and
certain other information, including any addenda or corrigenda thereto.
The ‘no-lien’ and ‘non-interest bearing’ account to be opened with the Public
Issue Account Bank, under Section 40(3) of the Companies Act to receive
Public Offer Account
monies from the Escrow Account and ASBA Accounts on the Designated
Date.
Bank(s) which are a clearing member and registered with SEBI as a banker to
Public Offer Account Bank(s)
an issue, and with whom the Public Offer Account for collection of Bid

Page 9 of 475
 Term Description
Amounts from Escrow Accounts and ASBA Accounts will be opened, in this
case being Axis Bank Limited.
The portion of the Issue (including the Anchor Investor Portion) being not
more than 50% of the Issue consisting of [] Equity Shares which shall be
available for allocation on a proportionate basis to QIBs (including Anchor
QIB Portion
Investors in which allocation shall be on a discretionary basis, as determined
by our Company in consultation with the BRLM), subject to valid Bids being
received at or above the Issue Price or Anchor Investor Issue Price.
Qualified Institutional Buyers” or Qualified institutional buyers as defined under Regulation 2(1)(ss) of the
“QIBs” or “QIB Bidders SEBI ICDR Regulations.
The Red Herring Prospectus to be issued by our Company in accordance with
Section 32 of the Companies Act and the provisions of the SEBI ICDR
Regulations, which will not have complete particulars of the Issue Price and
Red Herring Prospectus or RHP the size of the Issue, including any addenda or corrigenda thereto. The Red
Herring Prospectus will be filed with the RoC at least three Working Days
before the Bid/ Offer Opening Date and will become the Prospectus upon
filing with the RoC on or after the Issue Closing Date.
The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund
Refund Account(s) Bank, from which refunds, if any, of the whole or part, of the Bid Amount to
the Anchor Investors shall be made
The bank(s) which are clearing members registered with SEBI under the SEBI
Refund Bank(s) BTI Regulations, with whom the Refund Account(s) will be opened, in this
case being Axis Bank Limited.
The stock brokers registered under the Securities and Exchange Board of India
(Stock Brokers) Regulations, 1992, as amended with SEBI and the Stock
Registered Brokers Exchanges having nationwide terminals, other than the BRLMs and the
Syndicate Members and eligible to procure Bids in terms of circular no. CIR/
CFD/ 14/ 2012 dated October 4, 2012 issued by SEBI and the UPI Circulars.
The agreement dated September 22, 2025 entered into, amongst our
Company, Promoter Selling Shareholder and the Registrar to the Offer in
Registrar Agreement
relation to the responsibilities and obligations of the Registrar to the Offer
pertaining to the Offer
Registrar and share transfer agents registered with SEBI and eligible to
procure Bids at the Designated RTA Locations in terms of the SEBI RTA
Registrar and Share Transfer
Master Circular, as per the list available on the respective websites of the
Agents or RTAs
Stock Exchanges ([Link] and [Link]), and the UPI
Circulars.
“Registrar to the Offer” or
Bigshare Services Private Limited
“Registrar”
Individual Bidders, whose Bid Amount for the Equity Shares is not more than
Retail Individual Bidder(s) or ₹ 200,000 in any of the bidding options in the Issue (including HUFs applying
RIB(s) through their Karta and Eligible NRIs), and does not include NRIs other than
Eligible NRIs.
The portion of the Offer being not less than 35% of the Issue consisting of up
to [●] Equity Shares aggregating up to ₹ [●] lakhs, which shall be available
Retail Portion for allocation to RIB in accordance with the SEBI ICDR Regulations, which
shall not be less than the minimum Bid Lot (subject to availability in the Retail
Portion), subject to valid Bids being received at or above the Issue Price.
The forms used by the Bidders to modify the quantity of the Equity Shares or
the Bid Amount in any of their ASBA Form(s) or any previous Revision
Form(s), as applicable.
Revision Form
QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or
lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at

Page 10 of 475
 Term Description
any stage. RIBs and Eligible Employees Bidding in the Employee Reservation
Portion can revise their Bids during the Bid/ Issue Period and withdraw their
Bids until the Bid/ Issue Closing Date.
SEBI Complaints Redress System, a centralized web based complaints
SCORES
redressal system launched by SEBI
The banks registered with SEBI, which offer the facility of ASBA services:

In relation to ASBA, where the Bid Amount will be blocked by authorizing

an SCSB, a list of which is available on the website of SEBI at
[Link] as applicable and updated from time to time and at such
other websites as may be prescribed by SEBI from time to time; and in relation
to UPI Bidders using the UPI Mechanism, a list of which is available on the
“Self-Certified Syndicate website of at [Link] or such other website as may be prescribed
Bank(s)” or “SCSB(s)” by SEBI and updated from time to time.

Applications through UPI in the Issue can be made only through the SCSBs
mobile applications (apps) whose name appears on the SEBI website. A list
of SCSBs and mobile application, which, are live for applying in public issues
using UPI Mechanism, which is available on the website of SEBI at
[Link] and updated from time to time and at such other websites as
may be prescribed by SEBI from time to time.
Bidding Centers where the Syndicate shall accept ASBA Forms from Bidders,
Specified Locations a list of which is available on the website of SEBI ([Link]) and
updated from time to time.
Axis Bank Limited being Banker(s) to the Issue registered with SEBI,
appointed by our Company to act as conduits between the Stock Exchanges
Sponsor Bank(s) and NPCI in order to push the mandate collect requests and/ or payment
instructions of the UPI Bidders using the UPI Mechanism and carry out other
responsibilities, in terms of the UPI Circulars.
Stock Exchanges BSE Limited and National Stock Exchange of India Limited
The agreement to be entered into between our Company, Promoter Selling
Shareholder, the BRLM, the Registrar to the Offer and the Syndicate
Syndicate Agreement
Members, in relation to collection of Bid cum Application Forms by the
Syndicate.
Syndicate or Members of the
Collectively, the Book Running Lead Manager and the Syndicate Members.
Syndicate
The sub-syndicate members, if any, appointed by the Book Running Lead
Sub-Syndicate Members Managers and the Syndicate Members, to collect ASBA Forms and Revision
Forms.
Intermediaries (other than BRLM) registered with SEBI who are permitted to
Syndicate Members carry out activities in relation to collection of Bids and as underwriters,
namely, Khandwala Securities Limited
Underwriter []
The agreement to be entered into between our Company, Promoter Selling
Underwriting Agreement Shareholder and the Underwriters on or after the issue closing Date but prior
to filing of the Prospectus with the RoC.
Unified Payments Interface, which is an instant payment mechanism,
UPI
developed by NPCI.
Collectively, individual investors applying as (i) RIBs in the Retail Portion,
(ii) Eligible Employees in the Employee Reservation Portion; and (iii) NIBs
with an application size of up to ₹ 500,000 in the Non- Institutional Portion,
UPI Bidder(s)
and Bidding under the UPI Mechanism through ASBA Form(s) submitted
with Syndicate Members, Registered Brokers, Collecting Depository
Participants and RTAs.

Page 11 of 475
 Term Description

Pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5,

2022 issued by SEBI, all individual investors applying in public issues where
the application amount is up to ₹ 500,000 shall use the UPI Mechanism and
shall provide their UPI ID in the Bid cum Application Form submitted with:
(i) a syndicate member, (ii) a stock broker registered with a recognized stock
exchange (whose name is mentioned on the website of the stock exchange as
eligible for such activity), (iii) a depository participant (whose name is
mentioned on the website of the stock exchange as eligible for such activity),
and (iv) a registrar to an issue and share transfer agent (whose name is
mentioned on the website of the stock exchange as eligible for such activity).
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated
November 1, 2018, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular
number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019,
SEBI circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 8, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular
number SEBI/HO/CFD/DIL-2/CIR/P/2021/2480/1/M dated March 16, 2021,
SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2,
UPI Circulars 2021, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April
20, 2022 (to the extent these circulars are not rescinded by the SEBI RTA
Master Circular), SEBI RTA Master Circular (to the extent it pertains to UPI),
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5,
2022, SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May
30, 2022, SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023, along with the circular issued by the National Stock Exchange
of India Limited having reference no. 25/2022 dated August 3, 2022 and the
circular issued by BSE Limited having reference no. 20220803-40 dated
August 3, 2022 and any subsequent circulars or notifications issued by SEBI
and Stock Exchanges in this regard.
ID created on the UPI for single-window mobile payment system developed
UPI ID
by the NPCI
A request (intimating the UPI Bidders by way of a notification on the UPI
linked mobile application as disclosed by SCSBs on the website of SEBI and
by way of an SMS on directing the UPI Bidders to such UPI linked mobile
UPI Mandate Request
application) to the UPI Bidders initiated by the Sponsor Bank(s) to authorize
blocking of funds on the UPI application and subsequent debit of funds in case
of Allotment.
The bidding mechanism that may be used by an UPI Bidders in accordance
UPI Mechanism
with the UPI Circulars to make an ASBA Bid in the Offer.
UPI PIN A Password to authenticate a UPI transaction.
Wilful Defaulter or Fraudulent Wilful defaulter or fraudulent borrower as defined under Regulation 2(1)(lll)
Borrower of the SEBI ICDR Regulations.
All days on which commercial banks in Delhi are open for business. In respect
of announcement of Price Band and Bid/ Offer Period, Working Day shall
mean all days, excluding Saturdays, Sundays and public holidays, on which
commercial banks in Delhi are open for business. In respect of the time period
Working Day
between the Bid/ Offer Closing Date and the listing of the Equity Shares on
the Stock Exchanges, Working Day shall mean all trading days of the Stock
Exchanges, excluding Sundays and bank holidays in India, as per circulars
issued by SEBI, including the UPI Circulars.

Page 12 of 475
Technical, Industry and Business-Related Terms or Abbreviations

Term Description
Assisted Reproductive Technology involves medical procedures that assist
ART individuals or couples in conceiving a child by handling eggs, sperm, or
embryos outside the body.
Cross-Border Reproductive Care involves individuals or couples traveling to
CBRC another country to access fertility treatments, often due to cost, accessibility,
or legal restrictions in their home country.
Frozen Embryo Transfer is a process in which embryos that were previously
FET frozen and stored are warmed so that it returns to a liquid state and then
implanted into a woman's uterus to achieve pregnancy.
Intracytoplasmic Sperm Injection (ICSI) IVF is a type of IVF where a single
ICSI
sperm is directly injected into an egg to assist fertilization
Impaired Fasting Glucose is a condition where blood sugar levels are higher
IFG than normal but not high enough to be classified as diabetes, often indicating
an increased risk of developing type 2 diabetes.
Impaired Glucose Tolerance is a condition where blood sugar levels are higher
IGT
than normal after eating but not high enough to be classified as diabetes.
IMD India Meteorological Department
Intrauterine insemination is a fertility treatment that involves placing sperm
IUI
directly into the uterus using a catheter.
In vitro fertilization is a fertility treatment that involves fertilizing eggs with
IVF
sperm in a laboratory and then transferring the embryos back into the uterus.
LAF liquidity adjustment facility
MD Doctor of Medicine
MoSPI Ministry of Statistics and Programme Implementation, Government of India
NFHS National Family Health Survey
NICU Neonatal Intensive Care Unit
Polycystic Ovary Syndrome is a hormonal condition that affects the ovaries
PCOS
and other parts of the body.
Physiological Intra-cytoplasmic Sperm Injection is a variation of ICSI in
PICSI which a sperm is selected based on its ability to bind to a specific glycoprotein
on an egg, aiming to choose healthier, more viable sperm for fertilization.
PLI Production-linked Incentive
PMMSY Pradhan Mantri Matsaya Sampada Yojana
Testicular Sperm Aspiration is a minimally invasive procedure that involves
TESA
extracting sperm from the testicle using a needle and syringe
UNICEF United Nations International Children's Emergency Fund
Ultrasound is a medical device that uses high-frequency sound waves to create
USG
images of internal body structures

Conventional and General Terms or Abbreviations

Term Description
“₹ ”, “Rs.”, “Rupees” or “INR” Indian Rupees, the official currency of the Republic of India
A/C Account
Unless specified otherwise, this would imply to the provisions of the
Companies Act, 2013 (to the extent notified) and /or Provisions of Companies
Act
Act, 1956 w.r.t. the sections which have not yet been replaced by the
Companies Act, 2013 through any official notification.
AGM Annual General Meeting
AIF Alternate Investment Fund

Page 13 of 475
 Term Description
Articles of Association of the Company as originally framed or as altered from
Articles
time to time in pursuance of any previous companies’ law or of this Act
Accounting Standards as issued by the Institute of Chartered Accountants of
AS
India.
A.Y. Assessment Year
ASBA Applications Supported by Blocked Amount
B. A Bachelor of Arts
BEc Bachelor of Economics
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under
the SEBI AIF Regulations
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under
the SEBI AIF Regulations
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under
the SEBI AIF Regulations
Category I FPIs FPIs who are registered as “Category I Foreign Portfolio Investors” under the
SEBI FPI Regulations
Category II FPIs FPIs who are registered as “Category II foreign portfolio investors” under the
SEBI FPI Regulations
CBDT Central Board of Direct Taxes
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CIN Corporate Identification Number
Unless specified otherwise, this would imply to the provisions of the
Companies Act, 2013 (to the extent notified) and /or Provisions of Companies
Companies Act
Act, 1956 w.r.t. the sections which have not yet been replaced by the
Companies Act, 2013 through any official notification.
COVID- 19 Novel Coronavirus, 2019
CA Chartered Accountant
CS Company Secretary
CSR Corporate Social Responsibility
NSDL and CDSL; Depositories registered with the SEBI under the Securities
Depositories and Exchange Board of India (Depositories and Participants) Regulations,
1996, as amended from time to time.
Depositories Act The Depositories Act, 1996, as amended from time to time.
DIN Director Identification Number
DP Depository Participant
DP ID Depository Participant’s Identity
DP or Depository Participant A depository participant as defined under the Depositories Act
Earnings before Interest, Depreciation, Tax, Amortization and extraordinary
EBIDTA
items.
ECS Electronic Clearing Services
EGM Extraordinary General Meeting
ESIC Employee State Insurance Corporation
EPS Earnings per Share
FDI Foreign Direct Investment
Foreign Exchange Management Act, 1999 as amended from time to time and
FEMA
the regulations framed there under.
FEMA Non-debt Instruments Rules, the Foreign Exchange Management
(Mode of Payment and Reporting of Non debt Instruments) Regulations,
FEMA Regulations
2019 and the Foreign Exchange Management (Debt Instruments)
Regulations, 2019, as applicable.

Page 14 of 475
 Term Description
FII(s) Foreign Institutional Investors
FIs Financial Institutions
The Foreign Investment Promotion Board, Ministry of Finance, Government
FIPB
of India.
FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations
FV Face Value
Foreign Venture Capital Investor registered under the Securities and Exchange
FVCI
Board of India (Foreign Venture Capital Investor) Regulations, 2000.
F.Y. Financial Year
GAAP Generally Accepted Accounting Principles
GDP Gross Domestic Product
“GoI” or “Government” or
Government of India.
“Central Government”
GST Goods & Service Tax
HNI High Net Worth Individual
HUF Hindu Undivided Family
ICDR Regulations/ SEBI
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as
Regulations/ SEBI (ICDR)
amended from time to time.
Regulations
India Republic of India
Indian GAAP Generally accepted accounting principles in India.
ICAI Institute of Chartered Accountants of India
ICSI Institute of Company Secretaries of India
IFRS International financial reporting standards.
Ind AS Indian Accounting Standards
IPC Indian Penal Code
IPO Initial Public Offering
IPR Intellectual Property Right
IT Information Technology
IT Act The Income-tax Act, 1961 as amended from time to time except as stated
otherwise.
IT Rules The Income-tax Rules, 1962, as amended from time to time
INR Indian National Rupee
KPI Key Performance Indicators
KMP The officers declared as a Key Managerial Personnel and as mentioned in the
chapter titled “Our Management” beginning on page of 199 this Red Herring
Prospectus.
Ltd. Limited
MBA Master of Business Administration
MBBS Bachelor of Medicine, Bachelor of Surgery
MCA Ministry of Corporate Affairs, GoI
MD Managing Director
MOU Memorandum of Understanding
MEOD Multi-purpose End-use Overdraft
MSMEs Micro, Small, and Medium Enterprises
N/A or NA Not Applicable
NACH National Automated Clearing House
NEFT National Electronic Fund Transfer
“NAV” Net Asset Value
NIFTY National Stock Exchange Sensitive Index
NECS National Electronic Clearing Services
The aggregate of the paid-up share capital, and all reserves created out of the
Net Worth
profit [securities premium account and debit or credit balance of profit and loss

Page 15 of 475
 Term Description
account], after deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not written off, as per the
audited balance sheet, but does not include reserves created out of revaluation
of assets, write-back of depreciation and amalgamation.
NPV Net Present Value
NR Non-Resident
NRE Account Non-Resident External Account
NRI Non-Resident Indian, is a person resident outside India, who is a citizen of India
or a person of Indian origin and shall have the same meaning as ascribed to
such term in the Foreign Exchange Management (Deposit) Regulations, 2000,
as amended from time to time.
NRO Account Non-Resident Ordinary Account
NSE National Stock Exchange of India Limited.
NSDL National Securities Depository Limited.
p.a. Per Annum
PAN Permanent Account Number
PAT Profit After Tax
PBT Profit Before Tax
P/E Price/earning
PMLA Prevention of Money Laundering Act
PML Rules Prevention of Money Laundering Rules
Pvt. Private
P/E Ratio Price Earnings Ratio
QIB Qualified Institutional Buyer
RBI Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934, as amended from time to time
RoNW Return on Net Worth.
Rs. / INR / ₹ Indian Rupees
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SCSB Self-Certified Syndicate Bank
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
SENSEX Bombay Stock Exchange Sensitive Index
SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to
time.
SEBI Depository Regulations Securities and Exchange Board of India (Depositories and Participants)
Regulations, 2018.
SEBI (ICDR) Regulations/ Securities and Exchange Board of India (Issue of Capital and Disclosure
Regulations Requirements) Regulations, 2018.
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
SEBI Insider Trading Regulations The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from
time to time, including instructions and clarifications issued by SEBI from time
to time.

Page 16 of 475
 Term Description
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
/Takeover Regulations / Takeovers) Regulations, 2011, as amended from time to time, including
Takeover Code instructions and clarifications issued by SEBI from time to time.
Sec. Section
Stock Exchange BSE Limited and National Stock Exchange of India Limited
TAN Tax Deduction Account Number
TNW Total Net Worth
u/s Under Section
UCMS University College of Medical Sciences
UIN Unique Identification Number
US/ U.S. / USA United States of America
USD or US$ United States Dollar
U.S. GAAP Generally accepted accounting principles in the United States of America
UPI Unified Payment Interface
Venture capital funds as defined and registered with SEBI under the Securities
Venture Capital Fund(s)/ VCF(s) and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as
amended from time to time.
WDV Written Down Value
w.e.f. With effect from
YoY Year over Year

[The remainder of this page has intentionally been left blank]

Page 17 of 475
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain Conventions

All references to “India” contained in this Red Herring Prospectus are to the Republic of India. All references to the
“Government”, “Indian Government”, “GOI”, “Central Government” or the “State Government” are to the
Government of India, central or state, as applicable.

All references in this Red Herring Prospectus to the “U.S.”, “USA” or “United States” are to the United States of
America, together with its territories and possessions.

In this Red Herring Prospectus, unless otherwise specified:

 any time mentioned is in IST;

 all references to a year are to a calendar year unless mentioned as financial year or Fiscal; and

 all references to page numbers are to the page numbers of this Red Herring Prospectus

Financial Data

Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this Red
Herring Prospectus have been derived from our Restated Consolidated Financial Information. For further information,
see “Restated Consolidated Financial Information” on page 225.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all
references in this Red Herring Prospectus to a particular Financial Year, Fiscal or Fiscal Year, unless stated otherwise,
are to the 12-month period commencing on April 1 of the immediately preceding calendar year and ending on March
31 of that particular calendar year.

Unless the context requires otherwise, the financial information in this Red Herring Prospectus is derived from the
Restated Consolidated Financial Information of our Company and our Subsidiary as at period ended September 30,
2025 and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 comprising the Restated
Consolidated Statement of Assets and Liabilities as at period ended September 30, 2025 and of March 31, 2025,
March 31, 2024 and March 31, 2023 , the Restated Consolidated Statements of Profit and Loss (including
other comprehensive income), the Restated Consolidated Statements of changes in equity, the Restated
Consolidated Statements of Cash Flows, each as at period ended September 30, 2025 and for the Financial Years
ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of material accounting policies
and other explanatory information, prepared as per the requirement of Section 26 of Part I of Chapter III of the
Companies Act, 2013, SEBI ICDR Regulations, and the Guidance Note on ‘Reports in Company Prospectuses
(Revised 2019)’ issued by the Institute of Chartered Accountants of India (“ICAI”), as amended. For further
information, see “Summary of Financial Information”, “Restated Consolidated Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 74,
225 and 282, respectively.

There are significant differences between IND AS, U.S. GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain those
differences or quantify their impact on the financial data included in this Red Herring Prospectus and it is urged that
you consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the
degree to which the financial information included in this Red Herring Prospectus will provide meaningful information
is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, the Companies
Act, IND AS and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting policies
and practices on the financial disclosures presented in this Red Herring Prospectus should, accordingly, be limited.
For risks relating to significant differences between IND AS and other accounting principles, see “Risk Factors -
Significant differences exist between IND AS and other accounting principles, such as US GAAP and International

Page 18 of 475
Financial Reporting Standards (“IFRS”), which investors may be more familiar with and consider material to their
assessment of our financial condition.” On chapter titled Risk Factor on page 31.

Unless the context otherwise indicates, any percentage amounts or ratios (excluding certain operational metrics),
relating to the financial information of our Company in this Red Herring Prospectus have been calculated on the basis
of amounts derived from our Restated Consolidated Financial Information.

Currency and Units of Presentation

All references to:

 “Rupees” or “`₹ ” or “INR” or “Rs.” are to the Indian Rupee, the official currency of India; and

 “USD” or “US$” are to the United States Dollar, the official currency of the United States.

In this Red Herring Prospectus, our Company has presented certain numerical information. All figures have been
expressed in lakhs. One lakh represents “1 lakh” or 1,00,000. However, where any figures that may have been sourced
from third-party industry sources are expressed in denominations other than lakhs in their respective sources, such
figures appear in this Red Herring Prospectus expressed in such denominations as provided in such respective sources.

In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed
are due to rounding off. All per share and percentage figures have been rounded off to one/ two decimal places.
However, where any figures may have been sourced from third-party industry sources, such figures may be rounded
off to such number of decimal places as provided in such respective sources.

Exchange Rates

This Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular
rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the
Rupee and the US$:

Period Ended As on March 31, As on March 31, As on March 31,

Currency
September 30, 2025 2025 2024 2023
US$* 88.79 85.58 83.37 82.22
*Source: [Link] and [Link]

In case the RBI reference rate is not available on a particular date due to a public holiday, exchange rates of the
previous working day have been considered.

The reference rates are rounded off to two decimal places.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or derived
from the report titled “IVF and Fertility Services Industry Report” dated September 25, 2025 prepared by Infomerics
Analytics and Research Private Limited (“Infomerics Research”), who was appointed by our Company on August 29,
2025 and publicly available information as well as other industry publications and sources. The Infomerics Report has
been commissioned by our Company exclusively for the purposes of the Offer for an agreed fee. Further, it is clarified
that Infomerics Research is not related to our Company, our Promoters or our Directors. For further details in relation
to risks involving the Infomerics Report, see the chapter titled Risk Factors beginning on page 31. The Company
Commissioned Infomerics Report is also available on the website of our Company at [Link].

Page 19 of 475
Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable but their accuracy, adequacy and
completeness or underlying assumptions are not guaranteed and their reliability cannot be assured. Accordingly, no
investment decisions should be made based on such information, although we are of the view that the industry and
market data used in this Red Herring Prospectus is reliable. The excerpts of the Infomerics Report are disclosed in the
Issue Documents and there are no parts, information, data (which may be relevant for the proposed Issue), left out or
changed in any manner. Data from these sources may also not be comparable. Industry sources and publications are
also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry
sources and publications may also base their information on estimates and assumptions that may prove to be incorrect.

The extent to which the market and industry data used in this Red Herring Prospectus is meaningful depends on the
reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard
data gathering methodologies in the industry in which the business of our Company is conducted, and methodologies
and assumptions may vary widely among different industry sources. Accordingly, investment decisions should not be
based solely on such information.

In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” on page no. 120 includes information relating
to our peer group entities. Such information has been derived from publicly available sources, and neither we, nor the
BRLM have independently verified such information. Such data involves risks, uncertainties and numerous
assumptions and is subject to change based on various factors, including those discussed in “Risk Factors” on page
no. 31.

The Infomerics Report is subject to the following disclaimer:

This Red Herring Prospectus contains certain data and statistics from the Infomerics Report, which is subject to the
following disclaimer:

“This report is prepared by Infomerics Analytics & Research Private Limited. Infomerics Analytics & Research has
taken utmost care to ensure veracity and adequacy of the information while developing this report based on
information available in Infomerics Analytics & Research's proprietary database, and other sources considered by
Infomerics Analytics & Research as accurate and reliable including the information in public domain. The views and
opinions expressed herein do not constitute the opinion of Infomerics Analytics & Research to buy or invest in this
industry, sector or companies operating in this sector or industry and is also not a recommendation to enter into any
transaction in this industry or sector in any manner whatsoever.

This report has to be seen in its entirety; the selective review of portions of the report may lead to inaccurate
assessments. All forecasts in this report are based on assumptions considered to be reasonable by Infomerics Analytics
& Research; however, the actual outcome may be materially affected by changes in the industry and economic
circumstances, which could be different from the projections.

Nothing contained in this report is capable or intended to create any legally binding obligations on the sender or
Infomerics Analytics & Research which accepts no responsibility, whatsoever, for loss or damage from the use of the
said information. Infomerics Analytics & Research is also not responsible for any errors in transmission and
specifically states that it, or its directors, employees, parent company – Infomerics Valuation & Rating, or its directors,
employees do not have any financial liabilities whatsoever to the subscribers/users of this report. The subscriber/user
assumes the entire risk of any use made of this report or data herein. This report is for the information of the authorized
recipient in India only and any reproduction of the report or part of it would require explicit written prior approval of
Infomerics Analytics & Research Private Limited

Infomerics shall reveal the report to the extent necessary and called for by appropriate regulatory agencies, viz., SEBI,
RBI, Government authorities, etc., if it is required to do so. By accepting a copy of this report, the recipient accepts
the terms of this Disclaimer, which forms an integral part of this report.”

Page 20 of 475
 FORWARD-LOOKING STATEMENTS

This Red Herring Prospectus contains certain statements which are not statements of historical fact and may be
described as “forward-looking statements”. These forward looking statements include statements which can generally
be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”,
“expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “project”, “propose”, “seek to”, “shall”, “will”,
“will achieve”, “will continue”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly,
statements that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements.
However, these are not the exclusive means of identifying forward-looking statements.

By their nature, certain market risk disclosures are only estimates and could be materially different from what actually
occurs in the future. These forward-looking statements are based on our management’s belief and assumptions, current
plans, estimates and expectations, which in turn are based on currently available information. As a result, actual results
could be materially different from those that have been estimated. Forward-looking statements reflect our current
views as of the date of this Prospectus and are not a guarantee of future performance.

Although we believe that the assumptions on which such statements are based are reasonable, any such assumptions
as well as statements based on them could prove to be inaccurate. Actual results may differ materially from those
suggested by such forward-looking statements. All forward-looking statements are subject to risks, uncertainties,
expectations, and assumptions about us that could cause actual results to differ materially from those contemplated by
the relevant forward-looking statement. This may be due to risks or uncertainties associated with our expectations
with respect to, but not limited to, regulatory changes pertaining to the industries we cater to and our ability to respond
to them, our ability to successfully implement our strategies, our growth and expansion, technological changes, our
exposure to market risks, general economic and political conditions in India which have an impact on our business
activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in
interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets
in India and globally, changes in domestic laws, regulations and taxes, changes in competition in our industry and
incidence of any natural calamities and/or acts of violence. There can be no assurance to investors that the expectations
reflected in these forward-looking statements will prove to be correct. Given these uncertainties, investors are
cautioned not to place undue reliance on such forward-looking statements and not to regard such statements to be a
guarantee of our future performance.

For details regarding factors that could cause the actual results to differ from the expectations, please refer to the
chapter titled “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on pages 31, 163 and 282 respectively. By their nature, certain market risk
disclosures are only estimates and could be materially different from what actually occurs in the future. As a result,
actual gains or losses could materially differ from those that have been estimated.

We cannot assure Bidders that the expectations reflected in these forward-looking statements will prove to be correct.
Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-looking statements and
not to regard such statements as a guarantee of future performance. Forward-looking statements reflect the current
views of our Company as of the date of this RHP and are not a guarantee of future performance. These statements are
based on the management’s beliefs and assumptions, which in turn are based on currently available information.
Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of
these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could
be incorrect. Our Company, our Directors, BRLM or any of their respective affiliates or advisors do not have any
obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to
reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

In accordance with SEBI ICDR Regulations, our Company and the Book Running Lead Manager will ensure that
investors in India are informed of material developments from the date of the Red Herring Prospectus until the time
of the grant of listing and trading permission by the Stock Exchanges for the Equity Shares allotted pursuant to the
Offer.

Page 21 of 475
 SUMMARY OF THE OFFER DOCUMENT

This section is a general summary of certain disclosures included in this Red Herring Prospectus and is not exhaustive,
nor does it purport to contain a summary of all the disclosures in this Red Herring Prospectus or all details relevant to
prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more
detailed information appearing elsewhere in this Red Herring Prospectus, including the sections titled “Risk Factors”,
“Our Business”, “Industry Overview”, “Capital Structure”, “The Offer”, “Financial Information”, “Objects of the
Offer”, “Management’s Discussion and Analysis of Financial Position and Results of Operations” and “Outstanding
Litigation and Material Developments” on pages 31, 163, 132, 88, 72, 225, 98, 282 and 319 respectively of this Red
Herring Prospectus.

Primary business of our Company

Our company is engaged in IVF (In vitro fertilization) treatment in India and has grown into several states with Hub
and spoke model over the years. Gaudium IVF is founded by our Promoter Dr. Manika Khanna, a specialist with
advanced training in gynecological endoscopic surgery from Kiel, Germany, and in Gynaec Endoscopy from
Melbourne IVF Gujarat Private Limited. The company operates 30+ locations, which comprises of 7 hubs (centers)
and 28 spokes (company has entered into a strategic alliance with Spokes i.e Infertility Expert to achieve the mutual
goal of spreading awareness about ART and IVF treatment). Our treatments include In Vitro Fertilization (IVF),
Intracytoplasmic Sperm Injection (ICSI), Intrauterine Insemination (IUI) and ovulation induction, all our treatment is
carefully designed to address a variety of infertility challenges for both male and female.

For further information, see “Our Business” beginning on page 163.

Summary of industry in which our Company operates

According to Infomerics Research Report, the global IVF market, valued at USD 27.49 billion in 2024, is projected
to double to USD 54.60 billion by 2034 at a CAGR of 7.10%. India’s IVF market is set to grow faster, from USD 1.32
billion to USD 4.54 billion over the same period, at a CAGR of 13.13%, expanding its global share from 4.8% to
8.3%. Growth is driven by rising infertility, delayed marriages, lifestyle shifts, and increasing maternal age.
Technological advances, regulatory support, and improving access further strengthen adoption. Declining global
fertility underscores rising reliance on IVF, positioning India as a key growth hub.

Our Promoters

Dr. Manika Khanna, Dr. Peeyush Khanna and Vishad Khanna are our Promoters.

For further details, see the section titled “Our Promoters and Promoter Group” on page 218.

Size of the Offer

Equity Shares Offered: Up to 2,08,86,200* Equity Shares of face value of ₹ 5.00

each for cash at a price of ₹ [●] per Equity Share aggregating
Fresh Issue of Equity Shares by our Company and ₹ [●] lakhs.
Offer for Sale by the Promoter Selling Shareholder *Subject to finalization of Basis of Allotment.
The Offer consist of:
Fresh Issue(1) Up to 1,13,92,500* Equity Shares of face value of ₹ 5.00
each for cash at a price of ₹ [●] per Equity Share aggregating
₹ [●] lakhs.
*Subject to finalization of Basis of Allotment.
Offer for Sale(2) Up to 94,93,700* Equity Shares of face value of ₹ 5.00 each
for cash at a price of ₹ [●] per Equity Share aggregating ₹ [●]
lakhs.
*Subject to finalization of Basis of Allotment.
The Issue would constitute 28.70% of the Post-Issue paid up equity share capital of our Company. For further details,
see “The Offer” and “Offer Structure” on pages 72 and 375 respectively

Page 22 of 475
1) The Offer has been authorized by a resolution of our Board dated September 19, 2025 and has been approved by
a special resolution dated September 20, 2025 passed by our Shareholders.

2) The Promoter Selling Shareholder confirms that the Offered Shares have been held by it for a period of at least
one year prior to the date of filing of this Red Herring Prospectus in accordance with Regulation 8 of the SEBI
ICDR Regulations and accordingly, are eligible for the Offer for Sale in accordance with the provisions of the
SEBI ICDR Regulations. The Board has taken on record the participation of the Promoter Selling Shareholder
pursuant to the resolution dated September 29, 2025.

Objects of the Offer

The Issue comprises of a Fresh Issue by our Company and an Offer for Sale by the Promoter Selling Shareholder.

a) The Offer for Sale

The Promoter Selling Shareholder proposes to sell up to 94,93,700 Equity Shares held by her, aggregating up to ₹ [●]
lakhs. Our Company will not receive any proceeds of the Offer for Sale by the Promoter Selling Shareholder.

b) Fresh Issue

Our Company proposes to utilize the Net Proceeds towards funding the following objects:

Sr. No. Particulars (₹ ) in lakhs

1) Funding capital expenditure towards establishment of New IVF Centers of our Company 5,000.00
2) Repayment/pre-payment, in full or in part, of certain outstanding loans availed by our
2,000.00
Company
3) General Corporate Purposes* [●]
Total [●]
*
To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The
amount utilized for general corporate purposes shall not exceed 25% of the Net Proceeds from the Fresh Issue.

For further details, see the section titled “Objects of the Offer” on page 98.

Aggregate pre-Issue Shareholding of our Promoters and the members of our Promoter Group

The aggregate pre-Issue equity shareholding of our Promoters and members of the Promoter Group as on the date of
this Red Herring Prospectus is set forth below:

No. of Equity Shares % of paid-up Equity

Sr. No. Name of the Shareholder
held Share capital
A. Promoters:
1. Dr. Manika Khanna 6,09,73,900 99.32%
2. Dr. Peeyush Khanna 2,21,092 0.36%
3. Vishad Khanna 1,86,000 0.30%
Total (A) 6,13,80,992 99.98%
B. Promoters Group:
1. Gautam Anand 4,092 Negligible
Total (B) 4,092 Negligible
Total (A+B) 6,13,85,084 99.98%
For further details, see section titled “Capital Structure” on page 88

Page 23 of 475
Aggregate Pre-Issue shareholding of our Promoters, our Promoter Group and the additional Top 10
Shareholders

The aggregate Pre-Issue shareholding of our Promoters, our Promoter Group and the additional top 10 Shareholders
as a percentage of the Pre-Issue Paid-up Equity Share capital of our Company is set out below:

Pre-Issue Post-Issue shareholding as at Allotment

At the lower end of the Price Band At the upper end of the Price
(₹ [●]) Band (₹ [●])
Percentage of
% of total % of total
total pre- % of total
post-Issue post-Issue
Sr. Issue paid up No. of Equity post-Offer
Name of Shareholder No. of Equity paid up paid up
No. Equity Share Shares of face paid up
shares Equity Equity
capital on a value ₹ 10 each Equity Share
Share Share
fully diluted held on a fully capital on a
capital on a capital on a
basis diluted basis(1) fully diluted
fully diluted fully diluted
basis(1)
basis#(1) basis(1)
Promoters
1. Dr. Manika Khanna 6,09,73,900 99.32% [●] [●] [●] [●]
2. Dr. Peeyush Khanna 2,21,092 0.36% [●] [●] [●] [●]
3. Vishad Khanna 1,86,000 0.30% [●] [●] [●] [●]
Total (A) 6,13,80,992 99.98% [●] [●] [●] [●]
Promoter Group
1. Gautam Anand 4,092 Negligible [●] [●] [●] [●]
Total (B) 4,092 Negligible [●] [●] [●] [●]
Additional top 10 shareholder#
1. Sarita Chotia 3,100 Negligible [●] [●] [●] [●]
2. Dhanesh Relan 3,100 Negligible [●] [●] [●] [●]
3. Harpreet Singh 3,100 Negligible [●] [●] [●] [●]
4. - - - - - - -
5. - - - - - - -
6. - - - - - - -
7. - - - - - - -
8. - - - - - - -
9. - - - - - - -
10. - - - - - - -
Total (C) 9,300 Negligible [●] [●] [●] [●]
Total (A+B+C) 6,13,94,384 100.00% [●] [●] [●] [●]
# Details in relation to the top 10 shareholders will be provided at the time of the Prospectus.
(1) To be updated upon finalization of Price Band.

Summary of Restated Consolidated Financial Information:

The details of certain financial information as set out under the SEBI ICDR Regulations during the period ended
September 30, 2025 and for the Fiscal ended March 31, 2025, March 31, 2024 and March 31, 2023, as derived from
the Restated Consolidated Financial Information are set forth below:
(₹ in Lakhs)
Period ended
Particulars September Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Equity share capital 3,069.72 3,069.72 99.02 99.02
Net worth(1) 5,885.47 4,629.74 2,698.62 2,272.96
Revenue from operations 4,949.88 7,072.40 4,789.01 4,423.69
EBITDA(2) 1,895.23 2,862.59 1,927.47 2,006.55
EBITDA Margin (%)(3) 38.29% 40.48% 40.25% 45.36%
Profit/(Loss) for the year/period 1,250.56 1,912.74 1,031.69 1,352.54
PAT Margin (%)(4) 25.14% 26.96% 21.43% 30.56%
Earnings per share (in ₹) (Basic & Diluted) (5) 2.04 3.12 1.68 2.20

Page 24 of 475
 Period ended
Particulars September Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Net Asset Value per Equity Share (6) 9.59 7.54 4.40 3.70
Total borrowings(7) 2,251.37 1,893.44 1,572.52 978.12
Trade Receivables 5,096.53 3,286.72 1,359.22 90.84
Notes:
(1)
Equity Share Capital + Reserves and Surplus
(2)
EBITDA Margin is an indicator to measure efficiency of generating core profitability of company.
(3)
EBITA Margin is an indicator use to measure the efficiency of company to generate operating profits
(4)
PAT Margin used as measure of calculation profit available to shareholders as percent of Total Revenue.
(5)
Basic EPS: Net Profit after tax as restated divided by weighted average number of Equity Shares outstanding at the
end of the period/ year. Diluted EPS: Net Profit after tax as restated divided by weighted average number of Equity
Shares outstanding at the end of the period/year for diluted EPS.
(6)
NAV (book value per share) = Total shareholders’ funds divided by number of shares outstanding as end of financial
year/Stub period.
(7)
Total borrowings are the sum of current borrowings and non-current borrowings.

Total borrowings have increased from ₹978.12 lakhs in fiscal 2023 to ₹2,251.37 lakhs for the period ended September
30, 2025. This was primarily due to increase in working capital requirement of the company as a result of flexible
credit scheme offered by the company in fiscal 2023, fiscal 2024 and fiscal 2025. However, from fiscal 2025 company
has been very selective in giving the credit scheme to customers.

The Company recognizes income across four stages: Stimulation, Egg Pick-Up, Embryo Creation, and Embryo
Transfer. In line with this, the Company recognizes 75% of the total income up to the Embryo Creation stage.

However, under the Company’s credit scheme, only 20% of the total revenue (Average Rs 2 lakhs per case) is collected
from patients up to the Embryo Creation stage, with the remaining amount collected at the time of Embryo Transfer.
The time gap between Embryo Creation and Embryo Transfer results in an increase in trade receivables.

For further details, see the section titled “Restated Consolidated Financial Information” on page 225.

Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated
Financial Information:

There are no qualifications included by the Statutory Auditors in their audit reports and hence no effect is required to
be given in the Restated Consolidated Financial Information.

Summary of Outstanding Litigations:

A summary of outstanding litigation proceedings involving our Company, Directors, Promoters, and Subsidiaries as
on the date of this Red Herring Prospectus, is provided below:

Disciplinary Aggregate
actions by the amount
Statutory/ Material
Criminal Tax SEBI or stock involved to the
Name of Entity Regulatory civil
Proceedings proceedings Exchanges extent
proceedings litigations
against the ascertainable
Promoters (₹ in lakhs) *
Company
By the Company NIL NIL NA NIL NIL NIL
Against the NIL 4 NIL NIL NIL 4,499.34
Company
Directors

Page 25 of 475
 Disciplinary Aggregate
actions by the amount
Statutory/ Material
Criminal Tax SEBI or stock involved to the
Name of Entity Regulatory civil
Proceedings proceedings Exchanges extent
proceedings litigations
against the ascertainable
Promoters (₹ in lakhs) *
By the Directors NIL NIL NA NIL NIL NIL
Against the NIL NIL NIL NIL NIL NIL
Directors
Promoters
By the Promoters NIL NIL NA NIL NIL NIL
Against the NIL 5 NIL NIL NIL 475.45
Promoters
Subsidiaries
By the Subsidiaries NIL NIL NA NIL NIL NIL
Against the NIL NIL NIL NIL NIL NIL
Subsidiaries
Key Managerial
Personnel
By our Key NIL NIL NA NIL NIL NIL
Managerial
Personnel
Against our Key NIL NIL NIL NIL NIL NIL
Managerial
Personnel
Senior
Management
By our Senior NIL NIL NA NIL NIL NIL
Management
Against our Senior NIL NIL NIL NIL NIL NIL
Management
Litigation involving our Group Companies which may have a material impact on our Company
By the Group NIL NIL NA NIL NIL NIL
Companies
Against the Group NIL NIL NIL NIL NIL NIL
Companies
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” beginning on page 319 of this Red Herring Prospectus
*The aforementioned amounts have been recorded to the extent they are quantifiable.

Risk Factors:

1. As on date, we have contingent liabilities of ₹4,499.34 lakhs (including interest thereon) on vis-a-vis net worth
of ₹5,885.47 lakhs for the period ended September 30, 2025 that have not been provided for and commitments in
our financial statements, which if materialize, may adversely affect our financial condition.

2. The Company is in engaged in the business of providing healthcare services mainly rendering various fertility
treatments such as In Vitro Fertilization (IVF), Intrauterine Insemination (IUI), Intracytoplasmic Sperm Injection
(ICSI), Egg Freezing, laser assisted embryo implantation amongst others and is subject to various operational,
reputational, medical and legal risks associated with the operations of healthcare services. An inability to provide
quality healthcare catering to the needs of the customers could adversely affect the reputation, business prospects

Page 26 of 475
 and financial performance of the Company.

3. The Company is highly dependent on doctors, nurses and other healthcare professionals and the business will be
impacted significantly if the Company is unable to attract / retain such professionals. The attrition rate of the
employees during the period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 31%, 63%,
51% and 51%. Further, the Professional and Consultation fees paid to doctors as a percentage of our total expenses
were 6.08%, 8.28%, 12.23% and 13.78%, for the period ended September 30, 2025 and for Fiscal 2025, Fiscals
2024 and 2023.

4. We have entered, and will continue to enter, into related party transactions which may potentially involve conflicts
of interest.

5. We are dependent on limited embryologists and the loss of or our inability to attract or retain such personnels
could adversely affect our business, financial condition and results of operations.

6. The business of the Company depends on the strength of the brand and reputation of the Company. Failure to
maintain and enhance the brand and reputation, and any negative publicity and allegations in the media against
the Company, even if untrue, may adversely affect the brand, reputation and trust in, services of the Company,
which could result in a material adverse impact on business, financial condition, results of operations and
prospects of the Company

7. The Company may face challenges in further expanding operations in cities where the Company currently operate
in or in other cities that the Company strategically intend to commence operations, which could have an adverse
effect on the business prospects and future financial performance.

8. Our Company has experienced negative cash flows in the past. We cannot assure you that we will achieve or
sustain profitability and not continue to incur losses going forward

9. The failure to identify, understand and adapt to rapidly evolving technological advancements related to our
medical equipment and technology could adversely affect our business prospects and financial performance.

10. For our business, we rely heavily on our Promoters namely, Dr. Manika Khanna and Dr. Peeyush Khanna. Our
business performance may have an adverse effect by their departure or by our failure to recruit or keep them.

Summary of contingent liabilities:

The following is a summary of our contingent liabilities for period ended September 30, 2025 as indicated in the
Restated Consolidated Financial Information:

(i) The income tax survey proceedings had been conducted at the premises of the Company U/s 133A of the
Income Tax Act, 1961 ("IT Act") for the Assessment Year 2022-23. Income Tax Department has assessed
income based on the documents identified and raised the demand of ₹ 2,444.26 Lakhs and interest thereon vide
assessment order dated 31st March 2024. The Company has filed an appeal before the Hon’ble Commissioner
of Income Tax (Appeals) (‘CIT (A)’) on 29th April 2024 and an application for stay against the recovery of
demand with the Assistant Commissioner of Income Tax on August 27, 2024. Additionally, the Company has
received another Notice under Section 156 of the IT Act for the Assessment Year 2022-23 demanding Rs.
385.81 Lakhs under Section 271DA of the IT Act. The Company has filed an Appeal with the CIT(A) against
the said notice..

(ii) For the Assessment Year 2021-22, the Company received Order under Section 147 dated 16th March 2025 with
a demand of Rs. 5.27 Lakhs and interest thereon. The Company has filed an Appeal for the same on 16th April
2025.

(iii) For the Assessment Year AY 2023-24, the Company received Order under section 143 dated 28th March 2025
with a demand of Rs. 253.94 Lakhs and interest thereon. The Assessee has filed an Appeal for the same on 19th
April 2025.

Page 27 of 475
(iv) Pursuant to an order dated 10 October 2025, the Income Tax Department has been granted a stay on the recovery
of the outstanding demand, subject to the condition that the Company deposits ₹6,17,81,305, representing 20%
of total demand of ₹30,89,06,525/-, through equated monthly instalments of ₹5,00,000.

(v) There is a pending litigation against the Company where the complainant had alleged negligence in the
treatment given by the Company doctors. The complainant had filed a complaint with Delhi District Consumer
Dispute Redressal Commission - IX (East). The Complainant has demanded ₹ 50 Lakhs alleging wrongful
treatment of the patient and refund of ₹ 2.20 Lakhs towards spent for other expenses of medicines and
injections, along with ₹ 0.51 Lakhs for legal expenses. The Company has contested the said demand and expects
that the case will be disposed off in the favour of the Company with no liability.

For further details, see “Restated Consolidated Financial Information – Notes to Restated Consolidated Financial
Information – Note 39 - Contingent liabilities & Pending Litigations” on page 266.

Summary of Related Party Transactions:

The summary of Related Party Transactions entered into by our Company with related parties for the period ended
September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, as derived from the Restated Consolidated Financial
Information are as set out in the table below:
(₹ in Lakhs)
Period
ended
Nature of Fiscal Fiscal Fiscal
Party Name Nature of Transaction Septemb
Relationship 2025 2024 2023
er 30,
2025
Professional Fees 90.00 180.00 180.00 138.00
As a % of Total Expenses 2.73% 3.95% 5.71% 5.32%
Security Deposit - Rent given - - 90.00 -
Rent Expense 60.00 120.00 120.00 -
As a % of Total Expenses 1.82% 2.64% 3.81% -
Intangible assets capitalized for
Development of Gaudium
Chairperson - 250.00 - -
Advanced Analysis and
Dr. Manika Khanna & Managing
Treatment (GAAT)
Director
Capital Advance - - 250.00 -
Dividend - - 633.40 -
Salary - - - -
As a % of Employee Benefit
- - - -
Expenses
Reimbursement of Expenses 0.46 15.02 12.89 -
As a % of Total Expenses 0.01% 0.33% 0.41% -
Salary 12.00 24.00 24.00 -
As a % of Employee Benefit
3.20% 3.22% 3.78% -
Expenses
Professional Fees 18.00 36.00 36.34 26.30
Whole-Time As a % of Total Expenses 0.55% 0.79% 1.15% 1.01%
Dr. Peeyush Khanna
Director Dividend - - 1.60 -
Reimbursement of Expenses 1.74 3.82 - -
As a % of Total Expenses 0.05% 0.08% - -
Rent Expense 6.00 12.00 12.00 5.00
As a % of Total Expenses 0.1% 0.26% 0.38% 0.19%
Company Salary 4.73 4.56 - -
Secretary &
Naveen Kumar As a % of Employee Benefit
Compliance 1.26% 0.61% - -
Expenses
Officer
Executive Reimbursement of Expenses - - - 33.76
Manoj Kumar Sondhi
Director As a % of Total Expenses - - - 1.30%

Page 28 of 475
 Period
ended
Nature of Fiscal Fiscal Fiscal
Party Name Nature of Transaction Septemb
Relationship 2025 2024 2023
er 30,
2025
Professional Fees - - - -
As a % of Total Expenses - - - -
Executive Salary - - - 5.00
Dr. Deepak Gautam Director As a % of Employee Benefit
- - - 0.88%
Expenses
Chief Salary 9.00 7.50 - -
Rakesh Kumar Financial As a % of Employee Benefit
2.40% 1.01% - -
Sharma Officer Expenses
Advance 1.50 5.00
Subsidiary Purchase of Medical
Gaudium
Company Consumables and drugs (net of - - - 133.56
International Private
returns)
Limited
As a % of Total Purchases - - - 22.47%
Partnership Sale (net) - - 0.16
Firm As a % of Revenue from negligibl
- - -
M/s Gaudium Bawa Operations e
IVF Write off of irrecoverable
- - 0.00 -
balances
As a % of Total Expenses - - - -
Gaudium Signature Promoter Unclaimed Balances Written
- - 4.73 -
Labs Group Entity Back
As a % of Total Expenses - - 0.15% -
1.
Manoj Kumar Sondhi, Executive Director has been resigned on November 30, 2022.
2.
Dr. Deepak Gautam, Executive Director has been resigned on August 28, 2022.
3.
M/s Gaudium Bawa IVF, a partnership firm, was acquired by the company through a slump sale agreement dated
February 2, 2023.
4.
Gaudium Signature Lab is a sole proprietorship of Dr. Peeyush Khanna.

For details of the related party transactions, as per the requirements under Ind AS 24 ‘Related Party Disclosures’ and
as reported in the Restated Consolidated Financial Information, see “Restated Consolidated Financial Information –
Note 42: Related Parties” on page 225.

Financing arrangements:

There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors
and their relatives (as defined under Companies Act, 2013) have financed the purchase by any other person of
securities of our Company during a period of six months immediately preceding the date of this Red Herring
Prospectus.

Weighted Average cost of acquisition of Equity Shares by our Promoters as on the date of this Red Herring
Prospectus:

The average cost of acquisition of Equity Shares by our Promoters as at the date of this Red Herring Prospectus is set
forth below:

Number of Equity Shares Average cost of acquisition

Name of Promoter
held per Equity Share* (₹ )
Dr. Manika khanna 6,09,73,900 0.16
Dr. Peeyush Khanna 2,21,092 0.11
Vishad Khanna 1,86,000 Nil
*As certified by S K G N & Associates LLP., Chartered Accountants, pursuant to their certificate dated January 20,
2026.

Page 29 of 475
Weighted Average Cost of Acquisition of Equity Shares by our Promoters in the last three years preceding the
date of this Red Herring Prospectus:

The weighted average cost of acquisition per Equity Share to our Promoters in three years preceding the date of this
Red Herring Prospectus is:

Number of Equity Shares Average cost of acquisition

Name of Promoter
held per Equity Share* (₹ )
Dr. Manika khanna 5,99,86,168 Nil
Dr. Peeyush Khanna 2,18,592 Nil
Vishad Khanna 1,86,000 Nil
*As certified by S K G N & Associates LLP., Chartered Accountants, pursuant to their certificate dated January 20,
2026.

Weighted average price at which specified securities were acquired by our Promoters in the last one year
preceding the date of this Red Herring Prospectus:

The weighted average price at which the Equity Shares were acquired by our Promoters in the last one year preceding
the date of this Red Herring Prospectus is set forth below:

Number of Equity Shares Weighted average price of

Name of Promoter
held acquisition per Equity Share*(₹ )
Dr. Manika khanna (4,092) Nil
Dr. Peeyush Khanna 4,092 Nil
Vishad Khanna Nil Nil
*As certified by S K G N & Associates LLP., Chartered Accountants, pursuant to their certificate dated January 20,
2026.

Details of Pre-IPO placement:

Our Company has not undertaken a pre-IPO placement and it does not contemplate to undertake Pre- IPO placement

Issue of equity shares of our Company for consideration other than cash in the last one year:

No Equity Shares have been issued by our Company for consideration other than cash in the one year preceding the
date of this Red Herring Prospectus.

Split or consolidation of equity shares in the last one year:

Our Company has not undertaken sub-division or consolidation of its Equity Shares in the one year preceding the date
of this Red Herring Prospectus.

Exemption from complying with any provisions of securities laws, if any, granted by the Securities and
Exchange Board of India:

Our Company has not sought for any exemptions by SEBI from complying with any provisions of securities laws, as
on the date of this Red Herring Prospectus.

Page 30 of 475
 SECTION II RISK FACTORS

An investment in Equity Shares involves a high degree of risk. Prospective investors should carefully consider all the
information in this Red Herring Prospectus, including the risks and uncertainties described below, before making an
investment in our Equity Shares. In making an investment decision, prospective investors must rely on their own
examination of our Company and the terms of this Offer including the merits and risks involved. Any potential investor
in, and subscriber of, the Equity Shares should also pay particular attention to the fact that we are governed in India
by a legal and regulatory environment which in some material respects may be different from that which prevails in
other countries. The risks and uncertainties described in this Section are not the only risks and uncertainties we
currently face. Additional risks and uncertainties not known to us or that we currently deem immaterial may also have
an adverse effect on our business. If any or a combination of the following risks, or any other risks that are not
currently known or are currently deemed immaterial, actually occur, our business, results of operations and financial
condition could suffer, the price of our Equity Shares could decline, and you may lose all or any part of your
investment. Additionally, our business operations could also be affected by additional factors that are not presently
known to us or that we currently consider as immaterial to our operations.

The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk
factors mentioned below. However, there are risk factors where the impact may not be quantifiable and hence the
same has not been disclosed in such risk factors. Unless otherwise stated in the relevant risk factors set forth below,
we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein.
Unless otherwise stated, the financial information of our Company and its Subsidiaries used in this Section is derived
from our Restated Consolidated Financial Statements prepared in accordance with IND AS and the Companies Act
and restated in accordance with the SEBI ICDR Regulations. The numbering of the risk factors has been done to
facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over
another. To obtain a better understanding, you should read this Section in conjunction with “Our Business” on page
163, “Industry Overview” on page 132 and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on page 282 of this Red Herring Prospectus as well as other financial information contained
herein. For capitalized terms used but not defined herein, see “Definitions and Abbreviations” on page 1 of this Red
Herring Prospectus.

Materiality:

The Risk Factors have been determined on the basis of their materiality. The following factors have been considered
for determining the materiality of Risk Factors:

 Some risks may not be material individually but may be material when considered collectively;
 Some risks may have an impact which is qualitative though not quantitative;
 Some risks may not be material at present but may have a material impact in the future.

Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of
India and is subject to a legal and regulatory environment which may differ in certain respects from that of other
countries. This Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions,
estimates and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the considerations described below and elsewhere in this Red
Herring Prospectus. For further details, see “Forward-Looking Statements” on page 21 of this Red Herring
Prospectus.

Unless otherwise indicated, industry and market data used in this Section has been derived from the “IVF and Fertility
Services Industry Report” dated September 25, 2025 which has been prepared by Infomerics Analytics and Research
Private Limited (“Infomerics Research”) exclusively for our Company for the purpose of understanding the industry
in connection with the Offer, pursuant to letter dated August 29, 2025. The Infomerics Research Report has been
commissioned and paid for by our Company for an agreed fee. The Infomerics Research Report is available on the
website of our Company at [Link] information from the Infomerics Research Report
included herein with respect to any particular year refers to such information for the relevant calendar year.

In making an investment decision, prospective investors must rely on their own examination of our Company and the

Page 31 of 475
terms of the Offer including the merits and risks involved. You should consult your tax, financial and legal advisors
about the particular consequences to you of an investment in our Equity Shares.

In this Red Herring Prospectus, any discrepancies in any table between total and sums of the amount listed are due
to rounding off.

Unless the context otherwise indicates, all references to “the Company” and “our Company”, are references to
Gaudium IVF and Women Health Limited and, unless the context requires otherwise, any reference to “we”, “us” or
“our” refers to Gaudium IVF Women and Health Limited and its Subsidiaries on a consolidated basis.

The risk factors are classified as under for the sake of better clarity and increased understanding:

Internal Risks

Risks Relating to the Business of the Company

1. As on date we have contingent liabilities of ₹4,499.34 lakhs (including interest thereon) on vis-a-vis net
worth of ₹5,885.47 lakhs for the period ended September 30, 2025 that have not been provided for and
commitments in our financial statements, which if materialize, may adversely affect our financial
condition.

As at September 30, 2025, our contingent liabilities that have not been accounted for in the Restated Consolidated
Financial Information, were as follows:

(i) The income tax survey proceedings had been conducted at the premises of the Company U/s 133A of the
Income Tax Act, 1961 ("IT Act") for the Assessment Year 2022-23. Income Tax Department has assessed
income based on the documents identified and raised the demand of ₹ 2,444.26 Lakhs and interest thereon
vide assessment order dated 31st March 2024. The Company has filed an appeal before the Hon’ble
Commissioner of Income Tax (Appeals) (‘CIT (A)’) on 29th April 2024 and an application for stay against
the recovery of demand with the Assistant Commissioner of Income Tax on August 27, 2024. Additionally,
the Company has received another Notice under Section 156 of the IT Act for the Assessment Year 2022-
23 demanding Rs. 385.81 Lakhs under Section 271DA of the IT Act. The Company has filed an Appeal
with the CIT(A) against the said notice.

(ii) For the Assessment Year 2021-22, the Company received Order under Section 147 dated 16th March 2025
with a demand of Rs. 5.27 Lakhs and interest thereon. The Company has filed an Appeal for the same on
16th April 2025.

(iii) For the Assessment Year AY 2023-24, the Company received Order under section 143 dated 28th March
2025 with a demand of Rs. 253.94 Lakhs and interest thereon. The Assessee has filed an Appeal for the
same on 19th April 2025.

(iv) Pursuant to an order dated 10 October 2025, the Income Tax Department has been granted a stay on the
recovery of the outstanding demand, subject to the condition that the Company deposits ₹6,17,81,305,
representing 20% of total demand of ₹30,89,06,525/-, through equated monthly instalments of ₹5,00,000.

(v) There is a pending litigation against the Company where the complainant had alleged negligence in the
treatment given by the Company doctors. The complainant had filed a complaint with Delhi District
Consumer Dispute Redressal Commission - IX (East). The Complainant has demanded ₹ 50 Lakhs alleging
wrongful treatment of the patient and refund of ₹ 2.20 Lakhs towards spent for other expenses of medicines
and injections, along with ₹ 0.51 Lakhs for legal expenses. The Company has contested the said demand
and expects that the case will be disposed off in the favour of the Company with no liability.

If these were to fully materialize or materialize at a higher than we expect, it may materially and adversely impact
our business, results of operations and financial condition. However, our promoter i.e. Dr. Manika Khanna, has

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 given an undertaking through a letter dated September 29, 2025, stating that in case if this liability arises, she will
infuse the funds by way of unsecured Debt/Equity to meet the shortfall amount not being met by the Company.

For further details on contingent liability, please see section titled “Restated Consolidated Financial Information
–Note no. 39 - Contingent Liability” on page 266. Further, we cannot assure you that we will not incur similar or
increased levels of contingent liabilities in the future.

2. The Company is in engaged in the business of providing healthcare services mainly rendering various
fertility treatments such as In Vitro Fertilization (IVF), intrauterine insemination (IUI), intracytoplasmic
sperm injection (ICSI), Egg Freezing, laser assisted embryo implantation amongst others and is subject to
various operational, reputational, medical and legal risks associated with the operations of healthcare
services. An inability to provide quality healthcare catering to the needs of the customers could adversely
affect the reputation, business prospects and financial performance of the Company.

The fertility care industry includes several operational, reputational, medical and legal risks. Healthcare quality
is measured by factors such as expertise of doctors, quality of medical care and support provided by doctors and staff,
waiting times and ease of access to doctors, nurses and pharmacists, and the overall inpatient and outpatient
experience with the Company. The methods of providing fertility treatments are evolving based on medical
advancements and this requires the Company to keep up with such advancements by upgrading their technology
and expertise. If the Company is unable to provide high quality services to the customers, fails to maintain a high
level of customer satisfaction, or its practice experiences a high rate of mortality, medical complications or medical
malpractice claims, the brand or reputation of the Company could be damaged. Any damage to the reputation
and/or brand of the Company caused by any of the foregoing factors could have a material adverse effect on its
ability to attract new and repeat customers and, as a result, adversely affect its business, financial condition, results
of operations and prospects.

From time to time, the Company may be subject to complaints from the customers, or be involved in litigation
alleging, among other things, medical negligence by the doctors and other healthcare professionals and quality
and cost of healthcare services offered. Complaints may be filed against the doctors and show cause notices may
be issued, or inquiries may be initiated by regulatory or adjudicating authorities with respect to the treatment and
other services provided to its patients by the Company. In addition, the Company may be liable for the medical
negligence of the doctors and other healthcare professionals of the Company. An adverse outcome in such
proceedings could lead to the suspension or removal of the doctors from the register of medical practitioners or
have financial consequences for the Company and the doctors and/or expose the Company or the doctors to
criminal or other liability.

A complaint was filed by one of our patients and is currently pending before the Hon’ble District Consumer
Disputed Redressal Commission (East), Saini Enclave, Karkardooma, Delhi, as mentioned under the chapter titled
“Outstanding Litigation and Material Developments” on page 288 of the RHP. Further, a complaint was filed
against Gaudium IVF and Gynae Solutions, the proprietor firm of our Promoter, Dr. Manika Khanna, which has
been acquired by our Company. The complaint was against an advertisement issued by Gaudium IVF and Gynae
Solution, which was in violation of the Drugs and Magic Remedies Act and the Drugs and Cosmetics Rule. The
complaint was heard by the Delhi Medical Council through its Disciplinary Committee and an Order dated March
21, 2024 was passed in which a direction was given stating that our Promoter, Dr. Manika Khanna must not
indulge in unprofessional practices in the future for self-advertisement which was in contravention of Regulation
6.1.1 of Indian Medical Council (Professional Conduct, Etiquette and Ethics), Regulations, 2002.

We may also be subject to complaints related to product negligence and product liability for medical devices or
pharmaceuticals the Gaudium International Private Limited sells. Medical products that we sell, or use could
become subject to contamination, tampering, mislabeling or other damage due to reasons such as inappropriate
storage conditions. In addition, errors in any form, including in the dispensing and packaging of pharmaceuticals
could lead to serious injury, illness or even death. Product liability claims may be asserted against us with respect
to any of the products or pharmaceuticals and the treatment services the Company sell. There have been no past
instances of contamination, tampering, mislabeling, or damage to medical products, nor any issues related to
improper storage, dispensing, packaging, or handling that could cause serious injury, illness or even death.
Product liability claims may be asserted against us with respect to any of the products or pharmaceuticals that we

Page 33 of 475
 sell.

The Company may face inquiries or investigations from regulatory authorities, which could impact its operations.
The outcomes of these legal matters are uncertain, and they could materially affect the Company's business,
financial position, and cash flows in both the short and long term. Despite its strong defense against claims and
lawsuits, the Company may still incur substantial damages or settlements, exceeding any insurance recoveries.
These challenges could harm the Company’s reputation and goodwill, increase expenses and insurance premiums.
Additionally, the Company may need to take on debt to cover any liabilities resulting from these issues.

The existence of any such claims may harm the professional standing and market reputation of the Company
and/or that of the doctors and medical professionals involved in the Company. While the Company seeks to
mitigate against such risks by striving to deliver healthcare by establishing IVF centers with advanced medical
infrastructure with medical equipment and technology as the well as employ highly skilled and experienced
healthcare professionals to offer quality medical services to customers, there is no assurance that the Company
will be successful in doing so. See “Outstanding Litigation and Material Developments” and — “Internal Risks”
on pages 319 and 30, respectively.

3. The Company is highly dependent on doctors, nurses and other healthcare professionals and the business
will be impacted significantly if the Company is unable to attract / retain such professionals. The attrition
rate of the employees during the period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023
was 31%, 63%, 51% and 51%. Further, the Professional and Consultation fees paid to doctors as a
percentage of our total expenses were 6.08% 8.28%, 12.23% and 13.78%, for the period ended September
30, 2025 and for Fiscal 2025, Fiscals 2024 and Fiscal 2023.

Performance and growth strategy of the Company in this industry depends on the ability to attract and retain
experienced doctors, embryologists, gynecologist, nurses and other healthcare professionals in a highly
competitive industry. The Company compete with other healthcare providers, including other single-specialty
hospitals in the same industry or multi-specialty hospitals, fertility clinics, to attract and retain doctors and
embryologists from a limited pool of candidates. The key factors that doctors consider for their place of
employment include the reputation of the centers, the quality of the facilities, the ability to attract customers,
research and teaching opportunities, and compensation. The Company may not compare favorably with other
healthcare providers on one or more of these factors.

The Company also needs to identify, attract and retain other healthcare professionals, such as nurses, outsourced
laboratory technicians, pediatricians, nutritionists, and pharmacists, to support the services provided at the centers.
The limited supply of healthcare professionals may cause salaries and wages to rise which would lead to an
increase in costs to recruit and retain these healthcare professionals. If the Company fails to attract or retain
medical personnel as required, the Company may not be able to maintain the quality of its services, which may
adversely impact revenue and reputation of the Company.

The following table sets forth the information on the number of doctors, nurses and other healthcare professionals
that have been employed by the Company for the period ended September 30, 2025 and their total average
experience at each center:

Location of the Center No. of doctors Average Experience *

Maharashtra (Mumbai) 01 8
Punjab (Ludhiana) 01 18
Jammu & Kashmir (Srinagar) 01 08
Karnataka (Bangalore) 01 14
Bihar (Patna) 01 06
Delhi (Kailash Colony) 01 27
Delhi (Janakpuri) 05 17
*The average experience of doctors has been indicated in years

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 Location of the Center No. of Nurses Average Experience*
Maharashtra (Mumbai) 02 9
Punjab (Ludhiana) 01 15
Jammu & Kashmir (Srinagar) 01 9
Karnataka (Bangalore) 01 0.5
Bihar (Patna) 01 1
Delhi (Kailash Colony) 01 09
Delhi (Janakpuri) 12 16
*The average experience of nurse has been indicated in years.

No. of healthcare
Location of the Center Average Experience*
professionals
Maharashtra (Mumbai) 02 5
Punjab (Ludhiana) 0 -
Jammu & Kashmir (Srinagar) 0 -
Karnataka (Bangalore) 02 03
Bihar (Patna) 1 2
Delhi (Kailash Colony) 01 04
Delhi (Janakpuri) 05 10
*The average experience of healthcare professionals has been indicated in years.

The following table depicts the expenses incurred by us on our doctors as a percentage of our total expenses for
the period ended September 30, 2025 and for Fiscals 2025, 2024 and 2023:
(₹ in lakhs)
Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Professional and Consultation fees to doctors 200.34 377.26 385.66 357.53
Percentage of Professional and Consultation fees
6.08% 8.28% 12.23% 13.78%
to doctors
Professional fees paid to the Promoter* 108.00 216.00 216.34 164.30
Percentage of Professional fees paid to the
3.28% 4.74% 6.86% 6.33%
Promoter
Total Expenses 3,296.68 4,553.59 3,152.15 2,594.78
*includes professional fees paid to Dr. Manika Khanna and Dr. Peeyush Khanna

The Company may, as a result, be unable to effectively utilize their time and expertise in providing services to
the customers. These arrangements may also give rise to conflicts of interest, including how these doctors allocate
their time and other resources between the centers and other clinics or hospitals at which they work. Such conflicts
may prevent them from providing a high quality of service at the IVF centers.

The following table sets forth certain information in relation to the attrition rate of full-time doctors, nurses and
other healthcare professionals for the periods indicated:

Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
No. of Employee left during the period 36 76 57 51
Total number of employees at beginning of the period 117 124 100 100
Total number of employees at closing of the period 117 117 124 100
Attrition rate 31% 63% 51% 51%

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4. We have entered, and will continue to enter, into related party transactions which may potentially involve
conflicts of interest.

We have in the course of our business entered into, and will continue to enter into, several transactions with our
related parties, which include loans, advances and guarantees given by our Company. For details, see “Restated
Consolidated Financial Information– Note – 42 - Related Party Disclosure” on page 251. The details of our
related party transactions for period ended September 30, 2025 and for Fiscals 2025, 2024 and 2023, as per our
Restated Consolidated Financial Statements, are as follows:
(₹ in lakhs)
Period
Nature of ended Fiscal Fiscal Fiscal
Party Name Nature of Transaction
Relationship September 2025 2024 2023
30, 2025
Professional Fees 90.00 180.00 180.00 138.00
Security Deposit - Rent given - - 90.00 -
Rent Expense 60.00 120.00 120.00 -
Intangible assets capitalized for
Chairperson Development of Gaudium
Dr. Manika - 250.00 - -
& Managing Advanced Analysis and
Khanna
Director Treatment (GAAT)
Capital Advance - - 250.00 -
Dividend - - 633.40 -
Salary - - - -
Reimbursement of Expenses 0.46 15.02 12.89 -
Salary 12.00 24.00 24.00 -
Professional Fees 18.00 36.00 36.34 26.30
Dr. Peeyush Whole-Time
Dividend - 1.60 -
Khanna Director
Reimbursement of Expenses 1.74 3.82 - -
Rent Expense 6.00 12.00 12.00 5.00
Company
Secretary
Naveen
and Salary 4.73 4.56 - -
Kumar
Compliance
Officer
Manoj Kumar Executive Reimbursement of Expenses - - - 33.76
Sondhi Director Professional Fees - - - -
Dr. Deepak Executive - -
Salary - 5.00
Gautam Director
Rakesh Chief Salary 9.00 7.50 - -
Kumar Financial Advance 1.50 5.00
- -
Sharma Offier
Gaudium Subsidiary
Purchase of Medical
International Company
Consumables and drugs (net of - - - 133.56
Private
returns)
Limited
Partnership Sale (net) - - - 0.16
M/s Gaudium
Firm Write off of irrecoverable
Bawa IVF - - 0.00 -
balances
Gaudium Promoter
Unclaimed Balances Written
Signature Group Entity - - 4.73 -
Back
Labs
Note:
Manoj Kumar Sondhi, Executive Director has been resigned on November 30, 2022.
Dr. Deepak Gautam, Executive Director has been resigned on August 28, 2022.
M/s Gaudium Bawa IVF, a partnership firm, was acquired by the company through a slump sale agreement
dated February 2, 2023.
Gaudium Signature Lab is a sole proprietorship of Dr. Peeyush Khanna.

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 Further, we cannot assure you that we will receive similar terms in our related party transactions in the future.
While that all such related party transactions that we have entered in past are legitimate business transactions and
were conducted on an arm’s length basis and company is complying with Companies act, 2013 and other
applicable laws, we cannot assure you that we could not have achieved more favourable terms had such
transactions been entered into with unrelated parties. Any further transactions with our related parties could
involve conflicts of interest. Further, we cannot assure you that such transactions, individually or in the aggregate,
will not have an adverse effect on business and financial results, including because of potential conflicts of interest
or otherwise.

The Companies Act, 2013 has brought into effect significant changes to the Indian company law framework
including specific compliance requirements such as obtaining prior approval from the audit committee, board of
directors and shareholders for certain related party transactions. All of our related party transactions of our
Company shall be conducted in compliance with the applicable accounting standards, provisions of Companies
Act, 2013, as amended, provisions under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, and other applicable law as applicable. However, we
cannot assure you that in the future related party transactions, individually or in the aggregate, will not have an
adverse effect on our business, financial condition, results of operations, cash flows and prospects, including as a
result of potential conflicts of interest or otherwise. For more information regarding our related party transactions,
see “Restated Consolidated Financial Information– Note – 42 - Related Party Disclosure” on page 251.

5. We are dependent on limited embryologists and the loss of or our inability to attract or retain such
personnels could adversely affect our business, financial condition and results of operations.

We have seven centers across India, with embryo transfer (ET) procedures performed at seven locations. As at
September 30, 2025, our Company's operations are dependent on the expertise of five embryologists, each capable
of managing up to 120 cycles per month. The Company manages logistical challenges by scheduling cases in
planned batches, enabling efficient deployment of embryologists across locations without operational disruption.
This limited staffing may restrict our ability to rapidly adopt and implement advancements in embryology
technologies and specialized procedures. If our embryologists' skill sets do not evolve with industry standards,
we may risk technological loss, loss of competitiveness, and a potential decline in patient volume. Furthermore,
the lack of personnel with diverse and specialized skill sets may impede our ability to introduce new and beneficial
procedures. Our reliance on these five key personnel exposes us to significant operational risks. The Mumbai,
Patna and Bangalore centers have one dedicated embryologist each, while the Delhi center has two embryologists;
one of these embryologists travels to the Ludhiana and Srinagar centers to carry out cycles in batches. The loss
of even one embryologist could materially disrupt our service delivery. Recruiting and retaining qualified
embryologists is highly competitive, and we may face challenges in attracting or retaining suitable replacements
in a timely manner. Any such disruption could lead to operational inefficiencies, delays in patient treatment, and
substantial financial losses.

Further, the attrition rate in relation to the embryologist during the period ended September 30, 2025 and in Fiscal
2025, Fiscal 2024 and Fiscal 2023 was NIL

The table below presents information regarding the expenses paid to the four embryologists for period ended
September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023:

Period Amount (In Rs. lakhs)

Period Ended September 30, 2025 31.83
Fiscal 2025 48.52
Fiscal 2024 55.61
Fiscal 2023 54.66

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6. The business of the Company depends on the strength of the brand and reputation of the Company. Failure
to maintain and enhance the brand and reputation, and any negative publicity and allegations in the media
against the Company, even if untrue, may adversely affect the brand, reputation and trust in, services of
the Company, which could result in a material adverse impact on business, financial condition, results of
operations and prospects of the Company.

The Company’s brand and reputation are critical to the success of the Company. Many factors, some of which
are beyond the control of the Company, are important to maintain and enhance its brand and may negatively
impact its brand and reputation if not properly managed, such as its ability to:

 maintain a bespoke and quality customer experience as customer preferences evolve and as the Company
intends to expand presence in existing and Indian markets and cities;

 effectively control the quality of service in the centers, maintain clinical excellence and to monitor their
performance as the Company continues to expand its network;

 increase brand awareness among existing and potential customers through various means of marketing and
promotional activities, and maintain the reputation of the Company through word-of-mouth;
 adopt new technologies, or adapt to emerging industry standards in order to maintain the customer experience;
and

 maintain and renew existing accreditations or to apply for additional accreditations as the Company expand
its network.

Regardless of their validity, negative publicity arising from such adverse claims against the Company may
adversely impact the number of prospective mothers visiting our healthcare facilities and the revenue therefrom.
Despite the efforts to manage and supervise healthcare professionals in the IVF centers of the Company, they
may fail to meet the requirements and their contractual obligations with the Company for reasons beyond the
control of the Company. They may misrepresent their qualifications, may not possess the permits or qualifications
required by the relevant laws and regulations at all times, or they may fail to meet other regulatory requirements
for their operations. The Company could also be the subject to complaints from customers who are dissatisfied
with the quality and cost of the services. The Company may not have complete control over the actions of its
healthcare professionals. Its brand and reputation may be adversely impacted if healthcare professionals of the
Company engage in medical malpractice or receive complaints from customers, violate internal protocols of the
Company, government laws or regulations, commit fraud or misappropriate funds, harm a customer or mishandle
personal healthcare information in breach of its internal protocols, in addition to any impact that such
development would have on the business, financial conditions, results of operations and prospects of the
Company.

The following table depicts the expenses incurred by us on Advertisement (Brand Promotion) as a percentage of
our total expenses during period ended September 30, 2025 and for Fiscals 2023, 2024 and 2025:
(₹ in lakhs)
Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Advertisement 314.72 584.89 570.14 329.69
Percentage of Advertisement 9.55% 12.84% 18.09% 12.71%
Total Expenses 3,296.68 4,553.59 3,152.15 2,594.78

Further, brand promotion efforts of the Company may fail to effectively promote the brand or generate additional
revenue. Failure to maintain and enhance the brand and reputation of the Company may materially and adversely
affect the level of market recognition of, and trust in, the services of the Company. This could materially and
adversely affect business, financial condition and results of operations and prospects of the Company.

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7. The Company may face challenges in further expanding operations in cities where the Company currently
operate in or in other cities that the Company intend to commence operations, which could have an adverse
effect on the business prospects and future financial performance.

With a PAN-India presence, the Company operates in 30+ locations, which comprises 7 hubs and 28 spokes. The
registered office of the Company is located in one of its centers in B-1/51, Janakpuri, New Delhi, India, 110058.
The Company have been growing and expanding its hubs and spokes since the Company established its first IVF
center in Janakpuri, Delhi in 2015. The Company continues to follow a growth strategy of increasing the density
of its centers in a particular city or region, as well as strategically expand into metros and cities which have high
growth potential to expand its operations in various parts of India.

While the Company conducts necessary due diligence, research and assessments for our expansion plans, the
Company may face risks with respect to commencement of operations in new cities in which the Company has
no prior operating experience and therefore is less familiar with local socio-economic conditions, culture and
customer expectations. Factors such as labour availability and supply chain, floods, natural disasters and such
acts of nature can result in delays in establishment of its centers. As a result, understanding the demands of and
marketing to these new communities require additional attention from its management and costs, and the
Company cannot assure you that these new centers will perform the well in the future. If the Company is unable
to identify suitable sites, facilities, medical equipment, healthcare professionals and personnel for reasons beyond
its control, or are unable to enter into necessary arrangements at commercially acceptable terms, its growth
strategy may be adversely impacted.

The Company may also face difficulty or delays in obtaining necessary regulatory approvals for its centers in a
timely manner. The Company may receive lower demand for its services in these new markets than anticipated.
In addition, competitors may already have established operations in such cities and regions and have stronger
brand recall than us in these markets, and the Company may find it difficult to attract customers in such new cities
and regions. The Company may not be able to successfully manage the risks of such an expansion, which could
have a material adverse effect on the business, financial condition, results of operations and cash flows.

8. Our Company has experienced negative cash flows in the past. We cannot assure that business will achieve
positive cash flow and would not continue to incur losses going forward.

We have experienced negative cash flows from investing activities during period ended September 30, 2025 and
in Fiscals 2025, Fiscal 2024 and Fiscal 2023, negative cash flow from financing activities in Fiscal 2024 and a
net decrease in cash and cash equivalents during period ended September 30, 2025 and in Fiscal 2025 and Fiscal
2024. Our cash flow during period ended September 30, 2025 and for Fiscals 2025, 2024 and 2023 are set forth
in the table below:
(₹ in lakhs)
Period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Net Cash Flow Generated from
235.56 871.76 344.06 2,385.34
Operating Activities
Net Cash Flow from Investing Activities (544.12) (1,517.42) (540.16) (1,562.68)
Net Cash Flow from Financing Activities 248.92 181.66 (124.11) 525.45
Net Increase/(Decrease) In Cash and
(59.63) (464.00) (320.21) 1,348.11
Cash Equivalents

In fiscal 2023, Net Cash Flow Generated from Investing Activities was negative to the extent of ₹1,562.68 lakhs
primarily due to increase in Purchase of Property, Plant and Equipment and Intangible Assets including ROU by
₹1,525.64 lakhs. In fiscal 2024, Net Cash Flow Generated from Investing Activities was negative to the extent of
₹540.16 lakhs primarily due to increase in Purchase of Property, Plant and Equipment and Intangible Assets
including ROU by ₹278.66 lakhs. Also, in fiscal 2024, Net Cash Flow from Financing Activities was negative to
₹124.11 lakhs, primarily due to dividend payment of ₹635.00 lakhs. In fiscal 2025, Net Cash Flow Generated
from Investing Activities was negative to the extent of ₹1,517.42 lakhs primarily on account of Purchase of
Property, Plant and Equipment and Intangible Assets including ROU assets of ₹887.84 lakhs, investments in non-

Page 39 of 475
 current investments of ₹500.00 lakhs. For the period ending September 30, 2025, Net Cash Flow Generated from
Investing Activities was negative to the extent of ₹544.12 lakhs, primarily on account of Purchase of Property,
Plant and Equipment and Intangible Assets including ROU to the extent of ₹567.36 lakhs which was adjusted for
sale of investment of ₹20.00 lakhs and interest received amounting to ₹3.24 lakhs.

Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet its capital
expenditure, pay dividends, repay loans, meet enhanced working capital requirements and make new investments
without raising finance from external resources. If we are not able to generate sufficient cash flow, it may
adversely affect our business and financial operations.

We cannot assure you that our net cash flows will be positive in the future. Negative cash flows over extended
periods, or significant negative cash flows in the short term, could materially impact our ability to operate our
business and implement our growth plans. As a result, our cash flows, business, future financial performance and
results of operations could be materially and adversely affected. For further details, see “Restated Consolidated
Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Significant Factors Affecting our Financial Condition and Results of Operations” on pages 225 and
282, respectively.

9. The failure to identify, understand and adapt to rapidly evolving technological advancements related to
our medical equipment and technology could adversely affect our business prospects and financial
performance.

The Company uses state of the art and expensive medical equipment such as cryo storage tanks, incubators,
microscopes, laminar flow hoods, centrifuges, in its centres to provide its services. With evolving scientific
research, there may be technological advancements and developments in the equipment used in the field in which
services are provided by the Company. The technology, devices and equipment used in IVF centres are fast and
constantly evolving and, as a result, manufacturers and distributors continue to offer new and upgraded products
to healthcare providers such as the Company on an ongoing basis. As industry standards evolve, the Company
may be required to enhance and develop its internal processes, procedures and training, as well as medical
equipment, from time to time, in order to comply with the standards required for operating in this industry, and
in order to maintain the accreditations that its healthcare facilities have received. To provide its customers with
the best care and compete effectively, the Company must continually assess its technology and equipment needs.
In particular, its specialty facilities require continuous upgrades and new technological advancements may render
its existing equipment obsolete, and cost constraints may impact its ability to access latest technologically
advanced equipment. Consequently, its reputation as a quality healthcare provider could suffer.

Furthermore, as industry standards evolve, the Company may be required to enhance and develop the internal
processes, procedures and training, as well as equipment, to comply with such standards and maintain the
accreditations that the healthcare facilities have received. There is no assurance that the Company will have
sufficient funds to continually invest in such equipment and facilities or access to the latest technology on a timely
basis, or at all, or that its prevailing systems may not be sufficiently robust to capture or adapt to the latest changes
and updates. While the Company seek to mitigate against such risks by keeping abreast of and evaluating the
latest medical equipment and upgrading its medical equipment, there is no assurance that the Company will be
successful in doing so. In the event that the Company cannot keep up to date with the current trends and needs of
the healthcare industry, its facilities may lose their competitiveness and market share, which may adversely affect
its revenue, and have a material adverse impact on its business, financial condition, results of operations and
prospects.

10. For our business, we rely heavily on our Promoters namely, Dr. Manika Khanna and Dr. Peeyush Khanna.
Our business performance may have an adverse effect by their departure or by our failure to recruit or
keep them.

Our Promoters Namely Dr. Manika Khanna and Dr. Peeyush Khanna are in charge of our day-to-day operations,
strategy, and business expansion. They are also responsible for the execution of our business plan. The Promoters
have been a part of our Company since its inception and it may be challenging to find a suitable replacement for

Page 40 of 475
one or more of our Promoter Directors in a timely and economical manner if they are unable to continue in their
current roles. Our ability to keep the Promoter Directors on board cannot be guaranteed. Our ability to grow,
execute our strategy, build brand awareness, raise capital, make strategic decisions, and oversee the day-to-day
operations of our business could be hampered by the loss of our Promoter Directors or our inability to find suitable
replacements. Further, there could be a materially negative effect on our operations, financial position, cash flows,
and business.

The following table provides the details of the professional fees, reimbursements and perquisites provided to Dr.
Manika Khanna and Dr. Peeyush Khanna, our Promoters, for the period ended September 30, 2025 and for fiscal
2025, 2024 and 2023:
(₹in lakhs)
Period ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Party Nature of % of % of % of % of
Name Transaction Amoun Total Amoun Total Amoun Total Amoun Total
t Expense t Expense t Expense t Expense
s s s s
Professional
90.00 2.73 180.00 3.95 180.00 5.71 138.00 5.31
Fees
Salary - - - - - - - -
Rent Expense 60.00 1.82 120.00 2.63 120.00 3.81 - -
Reimbursemen
0.46 0.01 15.02 0.33 12.89 0.41 - -
t of Expenses
Dr. Intangible
Manika assets
Khanna capitalised -
Development
of Gaudium - - 250.00 5.49 - - - -
Advanced
Analysis And
Treatment
(GAAT)*
Dr. Salary 12.00 0.36 24.00 0.53 24.00 0.76 - -
Peeyus Professional
18.00 0.55 36.00 0.79 36.34 1.15 26.30 1.01
h Fees
Khanna Rent Expense 6.00 0.18 12.00 0.26 12.00 0.38 5.00 0.19
Total Expenses 3,296.38 4,553.59 3,152.15 2,594.78
*The Gaudium Advanced Analysis and Treatment (GAAT) module, developed by Gaudium IVF and Women
Health Limited, is a proprietary process designed to enhance IVF success rates in complex infertility cases through
the application of genome sequencing across multiple stages of the IVF cycle. Financially, GAAT development
costs are recorded as Intangible Assets Under Development, amounting to ₹738.50 lakhs as of March 31, 2025.
During Fiscal 2024, ₹250.00 lakhs was paid in advance to Dr. Manika Khanna, as professional fees related to
GAAT’s development. The Advance of ₹250.00 lakhs was given to Dr. Manika Khanna in Fiscal 2024 as a
professional fee for development of GAAT Module which is presented as Advance to Supplier in Fiscal 2024
financials. Further, in Fiscal 2025 it is accounted as development cost of Intangible Asset Under Development.

Further, our Promoter namely Dr. Manika Khanna and the Company have entered into a Deed of Assignment
dated February 17, 2023 for assignment of 61 trademarks in our favour, out of which, there are 3 trademarks are
pending for registration. The Company has also filed the requisite application with the Trademarks Registry to
bring on record the assignment of such trademarks in favour of the Company which applications are pending in
respect of some of the assigned trademarks. For further details, see “Government and Other Statutory Approvals”
on page 444 of this Red Herring Prospectus.

Page 41 of 475
11. The Company has a IVF success rates of 58.74%, 58.23%, 58.03% and 57.01% for the period ended
September 30,2025 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively, however, the success rates
in In-Vitro Fertilization (IVF) procedures may fluctuate and are subject to factors beyond direct control,
which could negatively impact reputation and business.

The success of IVF services is a critical factor in attracting and retaining patients. However, IVF outcomes are
inherently complex and influenced by a multitude of variables, many of which are beyond control. While the
industry as a whole strives to maintain high standards of care and employs advanced technologies, there can be
no guarantee of a consistent success rate.

Please see below our success rate for the services provided by us during period ended September 30, 2025 and in
Fiscals 2025, 2024 and 2023 are set forth in the table below:

Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
No. of Embryo Transfers 509 1,913 1,482 2,345
No. of Success 299 1,114 860 1,337
Success Rates 58.74% 58.23% 58.03% 57.01%

Furthermore, industry-wide success rates for IVF vary, and comparing our performance to broader industry
averages may not accurately reflect our specific patient demographics or treatment protocols. There is no
assurance that our success rate will remain at or above any specific level. Investors should be aware of the inherent
uncertainties and risks associated with IVF success rates and their potential impact on our business.

12. If the Company fails to achieve favourable pricing from its suppliers or vendors, fail to negotiate favourable
terms with its doctors, or fail to pass on any cost increases to the customers, its business, financial condition
and profitability may be adversely impacted. Our key expenses as a percentage of our total expenses were
55.29%, 69.76%, 51.00% and 62.71%, during period ended September 30, 2025 and for Fiscal 2025, Fiscals
2024 and Fiscal 2023.

The Company operates in an industry with high expenses including professional fees to consultant doctors,
embryologists, gynecologists, electricity, housekeeping expenses, information technology, medical consumables,
cost of pharmaceuticals and medical equipment. Profitability of the Company is also affected by the ability to
achieve favourable pricing from its suppliers, including through negotiations for supplier rebates. As these
supplier negotiations are continuous and reflect the ongoing competitive environment, the variability in timing
and amount of incremental supplier discounts and rebates can affect profitability of the Company. Further, such
increased costs may negatively impact ability to deliver quality care to the customers of the Company at
competitive prices.

Some of our key expenses include professional fees to consultant doctors, cost of materials consumed, employee
benefits expense and housekeeping expenses. The following table depicts our key expenses as a percentage of
our total expenses during period ended September 30, 2025 and for Fiscal 2023, 2024, and 2025:
(₹ in lakhs)
Period ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
% of % of % of
Particulars % of
total total total
₹ total ₹ ₹ ₹
expens expens expens
expense
e e e
Professional and Consultation
200.34 6.08% 377.62 8.29% 385.66 12.23% 357.53 13.78%
fees to doctors
Purchase of Medical
1,225.80 37.18% 2,020.60 44.37% 517.65 16.42% 594.46 22.91%
Consumable & Drugs
Employee Benefits Expenses 374.63 11.36% 745.67 16.38% 635.38 20.16% 569.23 21.94%

Page 42 of 475
 Period ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
% of % of % of
Particulars % of
total total total
₹ total ₹ ₹ ₹
expens expens expens
expense
e e e
Housekeeping Expenses 22.13 0.67% 32.84 0.72% 68.91 2.19% 105.89 4.08%
Total Expenses as per
3,296.68 4,553.59 3,152.15 2,594.78
Restated

If the Company is unable to adopt alternative means to deliver value to its customers or fails to pass on cost
increases to the customers, the profitability could be materially and adversely affected and the objective to deliver
the fertility treatment at affordable price could also become meaningless. If the Company experiences an increase
in costs, or if the Company is not able to grow its revenue in line with its costs, its profitability would be impacted,
particularly during a period of economic decline or in the event of a reduction in its revenues, which could have
a material adverse effect on the business, financial condition, cash flows and results of operations.

13. Failure or malfunction of our medical or other equipment, could adversely affect our ability to conduct
our operations.

The operations of the Company are subject to risks inherent in the use of advanced medical equipment for the
fertility treatment. Any failure, accident, defects, faulty maintenance or repair, or improper use or lack of timely
servicing of equipment, or inability to maintain appropriate temperature and customer environment at the
Company’s facilities, either beyond the control or otherwise, may result in an injury to the employees or customers
or other individuals of the Company. While there have been no past instance of malfunction or breakdown of the
equipment which has impact on the business of the company, however, any significant malfunction or breakdown
of the equipment also may entail significant repair and maintenance costs and cause disruptions in the operations
of the Company. While the Company follows stringent protocols relating to maintenance and use of the medical
equipment, any injury resulting from malfunction or improper usage of such equipment due to defects, accident
or improper maintenance or operation could subject the Company to significant liability claims.

The Company has entered into an agreement with a third party to provide maintenance services for hospital
medical equipment at the Janakpuri IVF center/hospital. As part of this agreement, the third party is required to
conduct four service visits to inspect the equipment, address any issues that can be repaired, and provide reports,
along with other agreed terms and conditions. Additionally, the Company has also entered into an Annual
Maintenance Contract (AMC) with the third party for maintenance of its IVF lab equipment at its IVF centers in
Janakpuri, Mumbai, Bangalore, Patna, Ludhiana, and Srinagar. The AMC includes four service visits, along with
other agreed terms and conditions. While we seek to mitigate risks associated with equipment by conducting
regular checks and service visits through the third party for medical equipment at various centres of the Company,
along with an Annual Maintenance Contract (AMC) for lab equipment, to ensure the equipment is properly
adjusted and functioning correctly and maintain the accuracy and reliability of all tests and procedures, there is
no assurance that we will be successful in doing so. For further information, please see “Our Business – Our
Infrastructure & Facilities” on page 163. Any inability to respond to failures or malfunctions of our medical or
other equipment in a timely manner or at an acceptable cost could result in harm to our employees and customers,
the inability to provide services, or damage to our reputation, any of which could have a material adverse impact
on our business, financial condition, results of operations and prospects.

Due to the high costs of such medical equipment, the Company may face the difficulty of the unavailability of
spare parts and servicing, or experience equipment obsolescence. Therefore, even though the Company generally
obtain warranties for its equipment, if such equipment is damaged or breaks down, its ability to provide services
to its customers may be impaired, which could adversely affect its business.

Page 43 of 475
14. Our Company, one of its Promoter/Directors are parties to certain legal proceedings. Any adverse decision
in such proceedings may have a material adverse effect on our business, results of operations and financial
condition.

There are outstanding legal proceedings involving our Company and Promoters which are pending at various
levels of adjudication before various courts, tribunals and other authorities. The summary of outstanding matters
set forth below includes details of criminal proceedings, tax proceedings, statutory and regulatory actions and
other material pending litigation (as defined in the section “Outstanding Litigation and Material Developments”
on page 319 of this Red Herring Prospectus involving our Company and Promoters.

Aggregate
Disciplinary
amount
Statutory/ actions by the Material
Criminal Tax involved to the
Name of Entity Regulatory SEBI or stock civil
Proceedings proceedings extent
proceedings Exchanges against litigations
ascertainable
the Promoters
(₹ in lakhs) *
Company
By the Company NIL NIL NA NIL NIL NIL
Against the
NIL 4 NIL NIL NIL 4,499.34
Company
Directors
By the Directors NIL NIL NA NIL NIL NIL
Against the
NIL NIL NIL NIL NIL NIL
Directors
Promoters
By the Promoters NIL NIL NA NIL NIL NIL
Against the
NIL 5 NIL NIL NIL 475.45
Promoters
Subsidiaries
By the Subsidiaries NIL NIL NA NIL NIL NIL
Against the
NIL NIL NIL NIL NIL NIL
Subsidiaries
Key Managerial
Personnel
By our Key
Managerial NIL NIL NA NIL NIL NIL
Personnel
Against our Key
Managerial NIL NIL NIL NIL NIL NIL
Personnel
Senior
Management
By our Senior
NIL NIL NA NIL NIL NIL
Management
Against our Senior
NIL NIL NIL NIL NIL NIL
Management
Litigation involving our Group Companies which may have a material impact on our Company
By the Group
NIL NIL NA NIL NIL NIL
Companies
Against the Group
NIL NIL NIL NIL NIL NIL
Companies
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments”
beginning on page 319 of this Red Herring Prospectus
*The aforementioned amounts have been recorded to the extent they are quantifiable.

Page 44 of 475
 Further, except as disclosed in “Outstanding Litigation and Material Developments” on page 319 of this Red
Herring Prospectus. We do not have any other pending litigations against our Company, Promoter, Director,
Subsidiaries, Group Company.

If any of any future litigations are decided against our Company, we may need to make provisions in our financial
statements that could increase our expenses and current liabilities. In this regard, we may be subject to penalties
and regulatory actions including the suspension of our business. There can be no assurance that these litigations
will be decided in favour of our Company or in the favour of our Promoter or Directors and such proceedings
may divert management time and attention and consume financial resources in their defence or prosecution. An
adverse outcome in any of these proceedings may affect our reputation, standing and future business, and could
have an adverse effect on our business, prospects, financial condition, results of operations and cash flows.

15. Proposed New IVF Centres of the Company may experience delays in construction, development and
completion. Any delays in New IVF Center setup, due to unforeseen events, may lead to cost overruns and
implementation delays, impacting our business growth.

Our Company is proposing to expand its IVF services by proposing to establish new IVF centers across India,
aimed at enhancing accessibility to reproductive care in underserved regions. The Company proposes to utilize
₹ 5,000.00 lakhs with potential for higher costs due to delays or unforeseen circumstances for establishing 10, 8
and 1 new IVF centers in Fiscal 2027, Fiscal 2028 and Fiscal 2029, respectively. As on date the company has not
finalized the premises for these proposed IVF centers. For further details, please refer to the chapter titled “Objects
of the Offer” on page 98 of this Red Herring Prospectus.

While we have procured quotations from vendors in relation to the capital expenditure to support our expanding
operations, we have not placed any firm orders for any of them. Such quotations are valid as on date of this Red
Herring Prospectus and may be subject to revisions, and other commercial and technical factors. We cannot assure
that we will be able to undertake such capital expenditure at the costs indicated by such quotations or that there
will not be cost escalations over and above the contingencies proposed to be funded out of the Net Proceeds.
Further, the actual amount and timing of our future capital requirements may differ from our estimates as a result
of, among other things, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes and
technological changes. In the event of any delay in placing the orders, or an escalation in the cost of acquisition
of the equipment or in the event the vendors are not able to provide the equipment and services in a timely manner,
or at all, we may encounter time and cost overruns. Moreover, any variation in the objects of the offer including
amount, time and period of utilization would need shareholders' approval.

Further, if we are unable to procure or avail services from the vendors from whom we have procured quotations,
we cannot assure you that we may be able to identify alternative vendors to provide us with the similar kind of
services, which satisfy our requirements at acceptable prices. Alternatively, if we in future get better quotes from
the alternate vendors then we may buy from such alternate vendors. Delays in obtaining necessary governmental
approvals can hinder timely launches. Additionally, external factors like labour shortages and material costs may
disrupt construction timelines, impacting our operational capacity. Our inability to procure the equipment, labour,
raw material and services at acceptable prices or in a timely manner or obtain the requisite approvals in a timely
manner, may result in an increase in capital expenditure, extension or variation in the proposed schedule of
implementation and deployment of the Net Proceeds, thereby resulting in an adverse effect on our business,
prospects and results of operations.

16. Our proposed expansion for setting up of 19 new centers could rely on leased or agreement-based premises,
and termination of these arrangements could materially and adversely affect our business and future
growth.

Our Company proposes an increase in its presence across India by establishing 19 new IVF centers which would
help to improve accessibility of IVF treatments for the clients. Our Company has mapped its current and future
expansion plan across India in order to ensure that IVF services are accessible to a wider population, particularly
in underserved regions, while optimizing resource management. Our Company proposes to establish 19 new IVF
centers, with a proposed investment of Rs. 2,631.58 lakhs during Fiscal 2026, Rs. 2,105.26 lakhs during Fiscal
2027 and Rs. 263.16 lakhs during Fiscal 2028 from the proceeds of the fresh issue, however, our Company has

Page 45 of 475
 not currently identified the premises to establish its 19 new IVF centers. The premises that could be used by our
Company may be taken on lease or leave and license basis. Periodic renewals of such lease or leave and license
may increase our costs, since it is subject to rent escalation. Our failure to pay fixed annual lease or leave and
license charges per annum for our registered office and IVF centers could adversely affect our operations. Any
termination of the relevant lease or leave and license agreement in connection with such property or our failure
to pay annual lease rental, the same could lead to increased costs, loss of investment and reduced profitability and
may adversely affect our growth prospects.

In the event if we would be required to vacate the premises, we would be required to make alternative
arrangements for new premises and other infrastructure and facilities. We cannot assure that the new arrangements
will be on terms that are commercially favorable to us. If we are required to relocate our business operations, we
may suffer a disruption in our operations, loss of business opportunities or would have to pay higher charges,
which could have an adverse effect on our business, prospects, results of operations and financial condition.

Further, the Company has opened seven centres since its incorporation and proposes to open 19 new IVF centres.
This accelerated expansion involves risks related to execution, availability of skilled personnel, capital
deployment, and timely achievement of expected patient volumes and profitability. Any adverse developments
may impact the Company’s business and financial performance.

17. Our dependence on the consultant Agreement with our Promoter i.e. Dr. Manika Khanna, along with
variability in fees and related party risks, may adversely affect our business operations and financial
performance.

The Company has entered into a consultant agreement dated March 1, 2021 with Dr. Manika Khanna, Managing
Director & Promoter of the Company, for providing health services to the clients. The agreement is terminable
by either party and any termination or disruption may adversely affect the Company’s operations and service
delivery. The consultancy fees are determined annually and are not fixed on a long-term basis, which may result
in cost uncertainties. As Dr. Manika Khanna is a Managing Director, this arrangement constitutes a related party
transaction and may attract increased regulatory and investor scrutiny. Any perception of conflict of interest or
non-compliance with applicable regulations could impact the Company’s reputation. The Company has paid
consultancy fees to the Dr. Manika Khanna during the last three fiscal years and the stub period ended September
30, 2025, details of which are disclosed herein.
(₹in lakhs)
For the period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Professional fees paid 90.00 180.00 180.00 138.00

Any increase in such fees or adverse regulatory observations may adversely affect the Company’s financial
condition and results of operations.

18. We have limited historical experience in the pharmaceutical business, with pharmacy services contributing
28.85%, 16.57%, 4.08% and 0.50% of our revenue from operations during period ended September 30,
2025 and in Fiscal 2025, 2024 and 2023, respectively. Any failure to effectively manage or expand this
business could adversely affect our financial condition and results of operations

We have entered into a new line of business by acquiring Gaudium International Private Limited, which is
engaged in the pharmaceutical business, pursuant to a Share Purchase Agreement dated February 2, 2023. The
pharmaceutical business is subject to distinct regulatory requirements, operational risks, pricing controls, and
compliance obligations, with which we have limited historical experience.

The table set forth the revenue generated from services offered by our company in the last three fiscal years;

Page 46 of 475
 (₹ in Lakhs)
Period % of % of % of % of
ended revenue revenue revenue revenue
Services Fiscal Fiscal Fiscal
Septemb from from from from
offered 2025 2024 2023
er 30, operatio operatio operatio operatio
2025 ns ns ns ns
Pharmacy 1427.99 28.85% 1,172.24 16.57% 195.20 4.08% 22.26 0.50%

Our ability to successfully integrate and scale this business depends on effective management, regulatory
compliance, and realization of expected synergies. Any failure to manage the operations, comply with applicable
laws, or achieve anticipated benefits from this acquisition could adversely affect our business, financial condition,
and results of operations.

19. Our operating results, including EBITDA and Profit After Tax (“PAT”), have experienced fluctuations in
the past and may continue to remain volatile in the future. Any decline or variability in our operating
performance could adversely affect our business, financial condition, results of operations and cash flows.

Historically, Our EBITDA and Profit After Tax (“PAT”) margins have experienced fluctuations over the past
three fiscal years, and we cannot assure you that our operating results will not decrease or remain volatile in the
future. For instance, our EBITDA margin was 45.36% in Fiscal 2023, decreased to 40.25% in Fiscal 2024,
increased to 40.48% in fiscal 205 and decreased to 38.29% for the period ended September 30, 2025. Similarly,
our PAT margins 30.56%, 21.43%, 26.96% and 25.14% in Fiscals 2023, 2024, 2025 and for the period ended
September 30, 2025 respectively.

Our future profitability may be adversely affected by factors such as changes in revenue recognition policies,
increases in COGS, higher operating and administrative expenses, pricing, changes in input costs, and competitive
intensity. Any inability to effectively manage costs or maintain revenue growth could result in further decline in
margins and profitability. Consequently, fluctuations in our operating results may negatively impact investor
confidence and the market price of our equity shares.
(₹in Lakhs)
Period Ended
Particulars September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
EBITDA 1,895.23 2,862.59 1,927.47 2,006.55
EBITDA Margin 38.29% 40.48% 40.25% 45.36%
PAT 1,250.56 1,912.74 1,031.69 1,352.54
PAT Margin 25.14% 26.96% 21.43% 30.56%
(1) COGS refers to sum of Cost of Rendering Services, Purchase of Medical Consumable and Drugs and Changes
in Inventories of Medical Consumable and Drugs

20. Our Promoters will continue to retain significant shareholding in our Company after the Offer, which will
allow them to exercise influence over us.

After the completion of the Offer, our Promoters will continue to hold 71.30 % of the paid-up Equity Share capital
of our Company. Further, the involvement of our Promoters in our operations, including through strategy,
direction and customer relationships have been integral to our development and business and the loss of any of
our Promoters may have a material adverse effect on our business and prospects.

Our Promoters will continue to exercise influence over all matters requiring shareholders’ approval, including the
composition of our Board of Directors, the adoption of amendments to our constitutional documents, the approval
of mergers, strategic acquisitions or joint ventures or the sales of substantially all of our assets, and the policies
for dividends, investments and capital expenditures. This concentration of ownership may also delay, defer or
even prevent a change in control of our Company and may make some transactions more difficult or impossible
without the support of our Promoters. The interests of our Promoters could conflict with our Company’s interests,
your interests or the interests of our other shareholders. There is no assurance that our Promoters will act to resolve
any conflicts of interest in our Company’s or your favor.

Page 47 of 475
21. A pending civil litigation disclosed as a contingent liability may affect the issuer’s financial position.

A civil litigation is pending against the Company, the amount involved in the litigation is below the materiality
threshold prescribed under the Materiality Policy. However, the litigation has been disclosed as a contingent
liability in the financial statements of the Company. While the matter is not considered material, any adverse
outcome may result in financial liabilities, including outflows of cash, which could have an impact on the
Company’s financial position and results of operations. The disclosure of the pending civil litigation is as follows:

On May 20, 2022, Smt. Sarika Sakshi (the “Complainant”) had served a legal notice against our Company (the
“Legal Notice”). The Complainant alleged that she had received wrong and insufficient treatment in relation to
In-Vitro Fertilization (IVF) at Gaudium Women Hospital. Based on the Legal Notice, she had asked our Company
to pay a total sum of ₹ 52.71 lakhs for mental and physical loss of Complainant with medical and legal expenses
incurred.

Upon service of the Legal Notice, the Complainant had filed a complaint (bearing Case No. DC/78/CC/439/2022)
against our Company before the Hon’ble District Consumer Disputes Redressal Commission, Delhi (“Hon’ble
DCDRC”) (the “Complaint”) on August 6, 2022. The Complaint was filed by the Complainant under section 35
of Consumer Protection Act, 2019, based on the contentions and amounts raised in the Legal Notice.

In response to the Complaint, on March 14, 2023, our Company had filed a reply (the “Reply”) with the Hon’ble
DCDRC seeking dismissal of the Complaint on the ground that it was baseless and misconceived. Our Company,
in its Reply, also contended that the Complainant was duly counselled regarding realistic IVF success rates.
Consent form acknowledging the average success rates and associated costs were executed by the Complainant
and her husband, prior to the treatment. With respect to the allegation of medical negligence, Company, in its
Reply had stated that it was ought to be first adjudicated by the Delhi Medical Council before being considered
by the Hon’ble DCDRC. Additionally, our Company had sought recovery of ₹ 1.37 lakhs from the Complainant
as a legitimate amount allegedly due her.

In response to the Reply, the Complainant had filed a rejoinder on June 02, 2023, refuting the claims made by our
Company and requested the Hon’ble DCDRC to allow the Complaint in its entirety. The matter is currently
pending and is scheduled to be next heard on May 14, 2026, by the Hon’ble DCDRC.

22. Our revenues are dependent on the number of new and existing patients undergoing for ovum pick-up
(“OPU”), embryo transfer (“ET”) procedures and the total number of cycles performed. Any fluctuation
in patient inflow, conversion of consultations into procedures, or repeat cycles by existing patients may
materially impact our operating performance and financial condition.

Historically, we have experienced volatility in our average revenue per patient (“ARPP”), which is influenced by
the mix of services availed, number of cycles undertaken per patient, treatment outcomes, discounting or flexible
payment schemes and changes in pricing.

Below are the details of ARPP for the period September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023;

Period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
No of ET 509 1,913 1,482 2,345
No of OPU 1,315 1,563 2,229 1,167
No of Cycle Performed 1,824 3,476 3,711 3,512
ARPP (in ₹ in Lakhs) 2.58 3.55 1.89 3.44

Such fluctuations indicate that our revenue per patient is susceptible to variations arising from both internal
operational factors and external market dynamics.

Similarly, the number of cycles performed by us has also exhibited variability. We performed 3,512 cycles in
Fiscal 2023, which increased to 3,711 cycles in Fiscal 2024, declined to 3,476 cycles in Fiscal 2025 and was

Page 48 of 475
 1,824 cycles for the period ended September 30, 2025.

There can be no assurance that our ARPP, number of cycles performed will remain stable or increase in the future.
Any sustained decline in patient volumes, lower conversion rates, reduced repeat cycles, adverse clinical
outcomes, increased competition, regulatory changes, or changes in patient affordability or preferences could
adversely affect our revenues, profitability, cash flows and overall financial performance.

23. Failure to arrange donor, and to procure regulatory approvals and any other related permissions by the
patients could adversely affect our ability to conduct surrogacy arrangement.

The surrogacy arrangement facilitated by the Company is dependent on the patient’s ability to (i) secure a suitable
donor; (ii) obtaining the relevant regulatory approvals from relevant authorities; and (iii) fulfilling all other legal,
administrative and logistical requirements. These responsibilities are borne by the patients. However, they can
become challenging and time-consuming processes with unforeseen obstacles. Any delays or failures on the
patient’s part, in procuring of a donor, securing of the relevant regulatory and other approvals and permissions
can significantly compromise the planned surrogacy arrangement. Such issues could lead to delays, increased
costs for the patient and the inability to proceed with the surrogacy arrangement altogether.

During the period ended September 30, 2025 and Fiscal 2025, 2024 and 2023, revenue generated from the
surrogacy cases is as mentioned below;
(₹in lakhs)
Patient Period ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
1 10.00 1.50 - -
2 1.80 2.50 - -
3 1.00 - - -

While the Company has no responsibilities and liabilities involved in the surrogacy process in relation to arranging
the suitable donors, procurement of regulatory approvals and other requirements, for carrying out the surrogacy
arrangement, delays or failures on the part of the patient to obtain relevant permissions and arrange for donors,
may in turn adversely affect the business and operations of the Company.

24. We rely on centralized medical and clinical expertise for our service delivery model, and any disruption
therein may adversely affect our business and financial performance

We rely on centralized medical and clinical expertise, including standardized treatment protocols, clinical
governance, quality control, training, and oversight functions, to deliver consistent and effective services to our
patients across our centers. This centralized model enables us to maintain uniform clinical standards, optimize
resource utilization and ensure compliance with applicable medical and regulatory requirements.

Any disruption in the availability or functioning of such centralized medical and clinical expertise, whether due
to attrition of key medical professionals, inability to recruit or retain qualified personnel, operational
inefficiencies, technological failures, pandemics, regulatory actions or other unforeseen events, could impair our
ability to deliver services in a timely and consistent manner. Such disruption may result in variations in clinical
outcomes, decline in service quality, increased operational costs, patient dissatisfaction, reputational harm and
potential regulatory scrutiny.
If we are unable to effectively manage and sustain our centralized medical and clinical functions, or transition to
alternative arrangements in a timely manner, our business, financial condition, cash flows and results of operations
may be materially and adversely affected.

25. We do not own the business premises where our centers are located. Our Registered office and our all IVF
centres are located on leased premises. Any termination, or inability to renew or inability to terminate our
agreements, or breach of our agreements by the counterparty, for our Registered office or IVF centres may
lead to disruptions in our operations and affect our business operations.

All the premises used by our Company for our business purposes are taken on lease basis. For more details on

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properties taken on lease by our Company, see “Our Business –Properties” on page 163 of this Red Herring
Prospectus. If any such lease agreements under which we occupy the premises are not renewed on terms and
conditions that are favourable to us, or at all, we may suffer a disruption in our operations which could have a
material adverse effect on our business, financial condition and results of operations. If we do not comply with
certain conditions of the lease, the lessor may terminate the lease, which could have an adverse effect on our
operations and the same could lead to loss of investment and reduced profitability that may adversely affect our
growth prospects. There can be no assurance that renewal of lease agreements with the owner will be entered into.
While, in the past there have been no instance whereby the premises has been vacated due to factors beyond the
control of the company, however, in the event of non-renewal of lease arrangements, we may be required to shift
our business premises to a new location and there can be no assurance that the arrangement we enter into in
respect of new premises would be on such terms and conditions as the present one. Except the registered office
of the Company which is taken on lease basis from our Promoter and Director, Dr. Manika Khanna, as such there
is no conflict of interest between the Company, its Promoters and Director in respect of any property leased from
them.

Set-out below are the details of the immovable properties taken on lease by the Company:

Sr. Location of the

Lessor Lease Amount Years of lease Purpose
No Property
Lease for a period of 11
Taken on lease IVF
B1/51, Janakpuri B-1, months commencing
1. from Dr. Manika ₹ 8,00,000 p.m. Center/
New Delhi – 110058 from November 06,
Khanna Hospital
2025.
1st Year - ₹
2,00,000
2nd Year - ₹
2,10,000
3rd Year - ₹
2,20,500
4th Year - ₹
2,31,525
A-19, Ground Floor, Lease for a period of 9
Taken on lease 5th Year - ₹
2. Kailash Colony, New years commencing from
from Nitu Hora 2,43,102
Delhi, 110 048. March 01, 2023
6th Year - ₹
2,55,258
7th Year - ₹
2,68,021
8th Year - ₹
2,84,423 IVF
9th Year - ₹ Center
2,98,645
2nd Floor, Samaj Kendra
Taken on lease
Building, Anand Vihar
from Suresh G.
Society, 20th Road, Lease for a period of 6
Punwani
Chitrakar Dhurandhar ₹ 1, 50,000 p.m. months commencing
Rd, Khar West, from February 01, 2026
Mumbai, Maharashtra
400 052.
3.
3rd & 4th Floor, Samaj
Kendra Building, Taken on lease
Anand Vihar Society, from Suresh G. Lease for a period of 5
20th Road, Chitrakar Punwani ₹ 2,50,000 p.m. years commencing from
Dhurandhar Rd, Khar & July 15, 2021
West, Mumbai, Vinay Punwani
Maharashtra - 400 052.

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 Sr. Location of the
Lessor Lease Amount Years of lease Purpose
No Property
1 Year - ₹
st

2,00,000
1st Floor, Janson Taken on lease
2nd Year - ₹
Avenue, No. 764, 100 from Misbah Jan, Lease for a period of 9
2,17,000
4. Feet Road, Indira Ali Muhammad years commencing from
From 3rd Year -
Nagar, Bengaluru - 560 Jan & Muhammad July 1, 2023
Lease Rent shall
038. Muaz Jan
Increase by 5% on
last paid amount.
Bawa Hospital
Premises, Near Old Taken on lease Lease for a period of 11
5. Dandi Swami Mandir, from ₹ 15,000 p.m. months commencing
Civil Lines Ludhiana – Dr. Arvind Bawa from August 26, 2025
141 001.
Office no. 2, 3rd Floor,
Lease for a period of 11
Orchid Mall, AN
Taken on lease months commencing
College, Boring Road, ₹ 42,000 p.m.
from Amit Kumar from September 10,
Pataliputra Road, Patna
2025
– 800 013.
6.
Office no. 3-B, 3rd
Floor, Orchid Mall, A N Taken on lease Lease for a period of 11
College, Boring Road, from Sanju ₹ 46,760 p.m. months commencing
Pataliputra Road, Patna Kumari from April 01, 2025
– 800 013.
Ground Floor, M A, IG
Road Main Chowk, Lease for a period of 11
Taken on lease
opp. Jamia Masjid, months commencing
7. from Aijaz Ahmed ₹ 90,000 p.m.
Hyderpora, Srinagar, from November 06,
Malik
Jammu and Kashmir 2025
190014.

For more details on immovable properties taken on lease by our Company, see “Our Business –Properties” on
page 163 of this Red Herring Prospectus.

26. Compliance with applicable safety, health and environmental regulations may be costly and adversely
affect the competitive position and results of operations of the Company. Regulatory reforms in the
healthcare industry and associated uncertainty may adversely affect its business, results of operations and
financial condition.

The healthcare industry in India, particularly in fertility care and Assisted Reproductive Technology, is heavily
regulated by numerous acts and regulations established by the Central Government. Any changes in these laws
can significantly impact business operations. The Company must adhere to various statutory rules and standards,
with non-compliance risking the loss of operational permissions. For details on key regulations, refer to the
chapter titled “Key Industry Regulations and Policies” in the RHP.

India’s health and safety laws have tightened over time, and further increases in stringency are likely. The Bio-
Medical Waste Rules, 2016 impose mandatory reporting and authorization for establishments handling
Biomedical Waste. The Assisted Reproductive Technology (Regulation) Act, 2021 mandates registration for
fertility clinics, imposes obligations regarding counseling and record-keeping, and establishes penalties for non-
compliance. Other laws, such as the Pre-Natal Diagnostic Techniques (Prohibition of Sex Selection) Act, 1994
(“PNDT Act”), and the Medical Termination of Pregnancy Act, 1971 (“MTP Act”), aim to regulate maternity and
child healthcare.

The PNDT Act specifically prohibit sex selection and regulate the use of prenatal diagnostic techniques to prevent
misuse. Registration with authorities is mandatory for genetic clinics, and non-compliance can lead to penalties.
Similarly, the MTP Act regulates the conditions under which pregnancy termination can occur, requiring qualified

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 practitioners and appropriate facilities.

Compliance with these extensive regulations incurs substantial costs and poses challenges for the Company,
which must maintain full adherence at all times. While there has been no instance of any action taken or ongoing
proceedings by relevant authorities during the period ended September 30, 2025 and in past three fiscal, however,
Non-compliance can lead to regulatory actions, penalties, or civil and criminal proceedings, adversely affecting
the Company's reputation and prospects.

Healthcare professionals are also subject to strict regulatory oversight, and failures to comply with laws or internal
protocols can result in penalties or loss of licenses, further impacting the Company's operations. Additionally,
labor laws govern employee relations, including minimum wage and working conditions. Non-compliance can
lead to enforced shutdowns and sanctions, complicating human resource management and potentially harming
the Company’s financial health.

We operate under various laws and regulations that control our operations, and stricter interpretations or increased
enforcement could lead to higher costs and necessary changes to maintain compliance. This may impact our
business, financial condition, and results of operations. Additionally, we must adhere to employee-related
regulations, including wages and working conditions, and failure to comply could result in shutdowns or
sanctions, further harming our reputation and financial health.

27. Intellectual property rights are important to our business. We may be unable to protect them from being
infringed by others, including our current and / or future competitors/employees which may adversely
affect our business value, financial condition and results of operations.

Our Promoter Namely Dr. Manika Khanna and the Company have entered into a Deed of Assignment dated
February 17, 2023 for assignment of 61 trademarks in our favour, out of which, there are 3 trademarks are pending
for registration. In consideration of such assignment our Company had paid a sum of Rs. 1,025 lakhs to our
Promoter, Dr. Manika Khanna for such assignment, all rights, title and interest in the assigned trademarks, which
now vests with the Company. The company is not required to pay any royalty towards such assignment of
trademarks. The Company has also filed the requisite application with the Trademarks Registry to bring on record
the assignment of such trademarks in favour of the Company which applications are pending in respect of some
of the assigned trademarks. For further details, see “Government and Other Statutory Approvals” on page 327 of
this Red Herring Prospectus. Our efforts to protect our Intellectual Property may not be adequate and may lead to
erosion of our business value and our operations could be adversely affected. This may also lead to litigations and
any such litigations could be time consuming and costly and their outcome cannot be guaranteed. Our Company
may not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect our
intellectual property, which may adversely affect our business, financial condition and results of operations.

Further, if we do not maintain our brand name and identity, which is a principal factor that differentiates us from
our competitors, we may not be able to maintain our competitive edge in India. If we are unable to compete
successfully, we could lose our customers, which would negatively affect our financial performance and
profitability. Moreover, our ability to protect, enforce or utilize our brand name is subject to risks, including
general litigation risks. Furthermore, we cannot assure you that such brand name will not be adversely affected
in the future by actions that are beyond our control, including customer complaints or adverse publicity from any
other source in India and abroad. Any damage to our brand name, if not immediately and sufficiently remedied,
could have an adverse effect on our business and competitive position in India and abroad.

Further, while we take care to ensure that we comply with the intellectual property rights of others, we cannot
determine with certainty that we are not infringing any existing third-party intellectual property rights and we
may also be susceptible to claims from third parties asserting infringement and other related claims in India and
abroad.

For further details, pertaining to our intellectual property, see “Our Business” and “Government and Other
Statutory Approvals” on pages 163 and 327 of this Red Herring Prospectus.

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28. Operations of the Company could be impaired by failure of its third- party technology service providers.

IT systems of the Company are essential to the day-to-day clinical, administrative and procurement needs and
other areas including accounting and financial reporting, billing and collecting accounts; and compliance, clinical
systems, medical records and document storage, inventory management, negotiating, pricing and administering
managed care contracts and supply contracts; and monitoring quality of care and collecting data on quality
measures. These systems are maintained and operated by the IT team of the Company and a third-party technology
service provider. The Company has engaged a third-party technology service provider for the implementation of
its IT systems. As part of this engagement, the Visaccare System with OPD Management functionality has been
installed. OPD Management refers to the oversight and administration of the outpatient department (OPD) within
a center, encompassing processes such as appointment scheduling, billing, queue management, and other
operations designed to optimize the efficiency of the OPD. Additionally, the third-party service provider also
offers an Annual Maintenance Contract (AMC).

The Company has invested significantly in these resources, and its ability to continue to use these platforms will
depend on ongoing license fees payable and capital expenditure which the Company may be required to incur
from time to time. There has been no instance in the past, however, Business of the Company will be significantly
impacted if there are failures in its IT systems, the maintenance and operation by the third-party technology
service provider, or if the Company is unable to negotiate favorable terms with its external technology service
provider going forward. Further, the Company may face the risk of losing or corrupting customer data due to
factors beyond its control in relation to its third-party technology service providers, such as faulty transfer of data
when the Company changes service providers or the lack of data backup.

Any technical failure that causes an interruption in service or availability of the its systems could adversely affect
operations or delay the collection of revenue or cause interruptions in its ability to provide services to its
customers. Corruption of certain information/ data could also lead to delayed or inaccurate diagnoses in the
treatment of customers and could result in damage to the health of its customers. The Company and its third-party
technology service provider may be subject to cyberattacks and other cybersecurity risks and threats, including
computer break-ins, phishing, and social engineering, while there has been no such instance in the past, however,
the Company may be subject to liability as a result of any theft or misuse of personal information stored on its
systems including medical data. Although the Company have implemented network security measures, its servers
are vulnerable to computer viruses, hacking, break-ins and similar disruptions from unauthorized tampering,
which could result in unauthorized dissemination of sensitive information such as medical data, which could
materially and adversely affect its reputation. Any breach of its confidentiality obligations to its customers,
including due to data leakages or improper use of such medical information notwithstanding the safeguards that
the Company have implemented, could expose us to fines, potential liabilities and legal proceedings, such as
litigation or regulatory proceedings, which would adversely impact its reputation.

Compliance with new and evolving privacy and security laws, regulations and requirements may result in
increased operating costs and may constrain or require the Company to alter its business model or operations,
which may in turn affect business, financial condition, results of operations and prospects of the Company.

29. The industry in which the Company operates is fairly competitive and our results of operations and
financial condition are sensitive to, and may be materially adversely affected by competitive pricing and
other factors.

The healthcare services business faces a challenge in providing quality healthcare in a competitive environment
and managing costs at the same time. The competition for customers among hospitals, pharmacies, clinics and
other healthcare service providers in the area of maternity and childcare has intensified in recent years. In some
cases, competing hospitals may be more established than some of our IVF centers. Some of our competitors may
be more established and have greater financial, personnel and other resources than us, and may also enjoy greater
economies of scale. They may therefore be able to provide healthcare services at a lower cost compared to us and
exert pricing pressures on us. We may also need to compete with any future healthcare facilities established by
our competitors in the cities or areas in which we operate. If we are unable to identify and adapt to changes in
customer demands and the specific needs of the communities in which we serve, we may lose our competitive

Page 53 of 475
 edge over our competitors, which can adversely affect our business, results of operation and market share.

Further, we face competition from other healthcare services providers such as stand-alone ob-gyn clinics and
fertility clinics. We may also face competition from international healthcare chains which have commenced
providing services in India. New or existing competitors, including smaller hospitals, stand-alone clinics and other
hospitals, may price their services at a significant discount to our prices, exert pricing pressure on some or all of
our services and also compete with us for doctors and other medical professionals. Some of our competitors may
also have plans to expand their hospital networks, which may exert further pricing and recruiting pressure on us.
If we are forced to reduce the price of our services or are unable to attract customers with our value proposition,
our business, revenues, profitability and market share may be adversely affected.

In addition, we compete with other hospital-based pharmacies and stand-alone pharmacies for customers. The
competition we face from other healthcare services providers, stand-alone pharmacies and other firms may result
in a decline in our revenues, and adversely impact our results of operation and market share.

30. The IVF industry faces structural, regulatory, and operational challenges that may affect growth. High
costs, competition, and patient sensitivities could impact demand and margins. Disruptions in technology,
skilled professionals, or regulations may affect business performance.

According to Infomerics Research report on the “IVF and Fertility Services Industry” dated September 25, 2025,
the in-vitro fertilization (“IVF”) industry has experienced rapid growth and is gaining increasing global
significance; however, it continues to face several structural and regulatory challenges that may affect its long-
term growth and sustainability. The sector is highly dependent on advanced medical technology, the availability
of skilled professionals and compliance with evolving ethical and legal standards.

Any disruption in technological infrastructure, shortage of trained specialists or changes in applicable regulations
could lead to operational challenges and adversely impact business performance.

Additionally, the industry is characterized by rising competition, high treatment costs, and sensitivity to success
rates, which may limit accessibility for a broader population and exert pressure on margins. Patients seeking
fertility treatments may also be impacted by cultural stigmas and the psychological stress associated with such
procedures, which could influence demand for services. Cross-border reproductive tourism further exposes
patients to legal and ethical vulnerabilities, which may impact clinic operations and reputation.

Market Restraints and Impact Assessment (FY2026–FY2032)

Impact
Restraint
1–2 Years 3-4 Years 5-7 Years
High Cost of IVF Treatment High High Medium
Lack of Regulatory Framework and Uniform Regulations Medium High High
Vulnerability of Women in Cross-Border Reproductive Tourism Medium High High
Cultural Stigmas Medium Medium Low
Psychological Impact on Patients Medium High High
(Source: Infomerics Research Report)

While these threats and challenges may materially affect our business, financial condition, results of operations,
and growth prospects, no such adverse events or disruptions have occurred during the past three financial years
or the stub period

31. In the event we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and
approvals required to operate our business, including due to any default on the part of the owners of the
properties we lease and manage, our business, cash flows and results of operations may be adversely
affected.

Our Company has obtained various approvals required to carry on its business activities. Many of these approvals
are granted for a fixed period of time and are required to be renewed from time to time. Non-renewal of the said

Page 54 of 475
 permits and licenses would adversely affect our operations, thereby having a material effect on our business,
results of operations and financial condition.

To foster our growth, our Company may also consider entering into different jurisdictions wherein we may be
required to fulfil the state-wise respective compliances, laws and regulatory norms which differ from state to
state. In addition, we may need to apply for more approvals, including the renewal of approvals which may expire
from time to time, and approvals in the ordinary course of business. We cannot assure you that such approvals
will be issued or granted to us in a timely manner, or at all. If we fail to obtain or retain any of these approvals or
licenses or renewals thereof, in a timely manner or at all, our business may be adversely affected. For instances,
we have applied for registration for an ART Clinic under the Assisted Reproductive Technology (Regulation)
Act, 2021; registration for (i) Genetic Clinic/Ultrasound Clinic and (ii) Genetic Counselling Center/ Genetic
Laboratory/ Genetic Clinic/Ultrasound Clinic/ Imaging Centre under the provisions of Pre-Natal Diagnostic
Techniques (Regulation and Prevention of Misuse) Act, 1994 and the Pre-Natal Diagnostic Techniques
(Regulation and Prevention of Misuse) Rules, 1996; and (iii) registration for a Clinical Establishment under the
Clinical Establishments (Registration and Regulation) Act, 2010. As per the provisions of the Acts and Rules, our
Company would not be able to carry out their operations at the concerned centers situated at (i) Mumbai,
Maharashtra; (ii) Bangalore, Karnataka; (iii) Patna, Bihar; and (iv) Srinagar, Jammu and Kashmir, respectively,
thereby would suffer operational and financial loss. There can be no assurance that such penal actions would not
be taken against the Company.

Further, the approvals required by us are subject to numerous conditions and we cannot assure you that these
would not be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or
conditions thereof, or pursuant to any regulatory action. Furthermore, any unfavorable changes in or
interpretations of existing laws, or the promulgation of new laws, governing our business and operations could
require us to obtain additional licenses and approvals. Regulatory authorities could also impose notices and other
orders on us if we fail to obtain any required licenses or approvals. If there is any failure by us to comply with the
applicable regulations or if the regulations governing our business are amended, we may incur increased costs,
be subject to penalties, have our approvals and permits revoked or suffer a disruption in our operations, any of
which could adversely affect our business. For details in relation to the approvals required for our business and
the status of the same, see “Government and Other Statutory Approvals” on page 327 Further, for details of certain
laws and regulations applicable to our business, see “Key Regulations and Policies” on page 182.

32. Our insurance coverage may not be adequate to protect us against all potential losses, which may have a
material adverse effect on our business, financial condition, cash flows and results of operations.

Our operations are subject to various risks inherent to the health care industry including IVF services and other
fertility treatments. We have obtained insurance policies that are customary in our industry and provide for
commercially appropriate insurance coverage for a variety of risks. Our insurance policies currently cover certain
risks, including, among other, Money Insurance, Fire and Special Perils Insurance, Burglary & Robbery
Insurance, Plate Glass Insurance, Neon Sign Insurance, Public Liability Insurance and Business Interruption
Insurance and Building including Plinth & Foundation.

The table below shows the total amount of our insurance coverage and its percentage contribution to our tangible
assets for the period ended September 30, 2025 and for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively:

Period Ended
Particulars September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Amount of insurance coverage (in ₹ lakhs) 3,832.19 3,833.87 4,604.95 4,573.20
Total Tangible asset (in ₹ lakhs) 679.75 640.90 579.09 379.08
% contribution of insurance coverage to
563.76 598.20 795.20 1,206.39
tangible assets
The aggregate insured value exceeds the carrying value of Property, Plant and Equipment (PPE) as reported in the
Consolidated Financial Statements. This difference arises on account of insurance coverage obtained by the Company for the
Janakpuri premises, which is held on lease. Since the building is not owned by the Company, it is not capitalized under PPE;

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 however, the insurance premium in respect thereof is borne by the Company. Consequently, the insured value is higher than
the PPE value.

There are possible losses, which we may not have insured against or covered or wherein the insurance cover in
relation to the same may not be adequate. While, in the past, the Company has not suffered any losses that were
not covered under the insurance policies taken by it; however, if we were to incur a serious uninsured loss or a
loss that significantly exceeds the limits of our insurance policies, it could have a material adverse effect on our
business, financial condition, results of operations and cash flows. For details, see “Our Business –Insurance” on
page 163.

Our policies are subject to standard limitations that apply to the length of the interruption covered and the
maximum amount that can be claimed. Therefore, insurance might not necessarily cover all losses incurred by us
and we cannot provide any assurance that we will not incur losses or suffer claims beyond the limits of, or outside
the relevant coverage of, insurance policies. We cannot assure you that the operation of our business will not be
affected by any of the risks. In addition, our insurance may not provide adequate coverage in certain circumstances
including losses arising due to third-party claims that are either not covered by insurance or the values of which
exceed insurance limits, economic or consequential damages that are outside the scope of insurance coverage and
claims that are excluded from coverage. If our arrangements for insurance are not adequate to cover claims, we
may be required to make substantial payments and our results of operations, financial condition and cash flows
may therefore be adversely affected. In addition, we may not be able to renew certain of our insurance policies
upon their expiration, either on commercially acceptable terms or at all. Any of the above could materially harm
our financial condition and future results of operations and cash flows. There can be no assurance that any claims
filed will be honored fully or in a timely fashion under our insurance policies.

33. IVF Centers of the Company are susceptible to risks arising on account of fire, natural disasters or other
incidents.

Any serious disruption at any of the facilities that the Company own or invest in due to fire, natural disasters or
other accidents, including due to factors outside of control of the Company, could impair ability to use such
facilities, among other negative effects and, accordingly, have a material adverse impact on the revenues and
increase the costs and expenses of the Company. The Company store, handle and use certain chemicals, such as
alcohol, sanitizers, gases, fuel and other inflammable materials in its IVF centers. In addition, any short circuit of
power supply for the equipment and machines including air conditioning plants, power supplies, could result in
accidents and fires that could result in injury or death to the employees, customers, and other persons present at
facilities of the Company. We have not suffered any such incidents in the past but we cannot assure you that these
incidents will not occur in the future. Our safeguards for prevention, detection and control of fire, as well as our
insurance against damage may not adequately cover all losses or liabilities that may arise from our operations,
including, but not limited to, when the loss suffered is not easily quantifiable. In addition, incidents such as these
typically receive wide media coverage and, as a result, may negatively impact our reputation significantly. While
we insure against certain business interruption and other risks such insurance may not adequately compensate us
for all direct and indirect losses incurred as a result of natural or other disasters. Any such event may have a
material adverse impact on our business, financial condition, results of operations and prospects.

34. The Company could be exposed to risks relating to the handling of personal information, including medical
data.

The Company could be exposed to significant risks associated with the handling of personal information of
patients. As a healthcare provider, we collect, store, and process sensitive personal data, which includes detailed
medical histories, genetic information, and treatment records. Although, we have not experienced any breach of
data in the past, however, any breach of this data in future, whether through cyberattacks, system failures, or
unauthorized access, could lead to severe legal and financial repercussions, including hefty fines and litigation
costs.

Additionally, patients may be hesitant to share their personal information if they are lack of security, which could
impact our ability to attract and retain customers. As technology evolves, so do the methods used by malicious

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 entities to exploit vulnerabilities in our data handling processes. Thus, continuous investment in data security
measures and employee training is essential, yet these costs could strain our financial resources.

35. The objects of the Offer for which the funds are being raised have not been appraised by any bank or
financial institutions. Any variation in the utilization of our Net Proceeds as disclosed in this Red Herring
Prospectus would be subject to certain compliance requirements, including prior Shareholders’ approval.

We propose to use the Net Proceeds towards setting up of IVF centers, Repayment/pre-payment, in full or in part,
of certain outstanding loans availed by our Company and for General Corporate Purposes, as set forth in “Objects
of the Offer” on page 98. The utilization of the Gross Proceeds will be monitored by the Monitoring Agency. Our
management estimates may differ from the value that would have been determined by third party appraisals,
which may require us to reschedule or reallocate our expenditure, subject to applicable laws, and may have an
adverse impact on our business, financial condition, results of operations and cash flows. The proposed
deployment of Net Proceeds has not been appraised by any bank or financial institution or other independent
agency and is based on internal management estimates based on current market conditions and historic level of
expenditures.

Various risks and uncertainties outlined in this section may hinder our ability to effectively use the Net Proceeds
for profitable growth, potentially delaying project implementation. Increased costs could exceed management
estimates, requiring additional funding that may not be secured on favorable terms. We may also encounter delays
or added expenses due to regulatory approvals, technical challenges, or unforeseen circumstances. Changes in
interest rates, input costs, and other operational factors could necessitate revisions to our estimates and business
plans. Therefore, prospective investors should rely on our management's judgment regarding the use of Net
Proceeds, as delays or inefficiencies could adversely impact our business operations and results.

Further, our Promoters or controlling shareholders would be required to provide an exit opportunity to the
shareholders who do not agree with our proposal to change the objects of the Offer or vary the terms of such
contracts, at a price and manner as prescribed by SEBI. Additionally, the requirement on Promoters or controlling
shareholders to provide an exit opportunity to such dissenting shareholders may deter the Promoters or controlling
shareholders from agreeing to the variation of the proposed utilisation of the Net Proceeds, even if such variation
is in the interest of our Company. Further, we cannot assure you that the Promoters or the controlling shareholders
of our Company will have adequate resources at their disposal at all times to enable them to provide an exit
opportunity at the price prescribed by SEBI. In light of these factors, we may not be able to undertake variation
of objects of the Offer to use any unutilized proceeds of the Offer, if any, or vary the terms of any contract referred
to in this Red Herring Prospectus, even if such variation is in the interest of our Company. This may restrict our
Company’s ability to respond to any change in our business or financial condition by re-deploying the unutilized
portion of Net Proceeds, if any, or varying the terms of contract, which may adversely affect our business and
results of operations.

36. Capital expenditure to the amount of ₹ 5,000.00 lakhs required towards the setting up of various IVF
centres would be funded out of the Net Proceeds of the Offer. Hence, we have not made any alternate
arrangements for the same. Any shortfall in raising / meeting the same could adversely affect our growth
plans, operations and financial performance.

We are proposing to utilize an amount of ₹ 5,000.00 lakhs for capital expenditure towards establishment of new
IVF centers from the proceeds of the Fresh Issue and as on date of this Red Herring Prospectus, we have not made
any alternate arrangements for meeting our capital requirements for the said objects of the Offer. In the past, we
have met our capital requirements through our bank finance, unsecured loans, owned funds and internal accruals.
Any shortfall in our net owned funds, internal accruals and our inability to raise debt in future would result in us
being unable to meet our capital requirements, which in turn will negatively affect our financial condition and
results of operations. Further we have not identified any alternate source of funding and hence any failure or delay
on our part to raise money from this Offer or any shortfall in the Gross Proceeds may delay the implementation
schedule and could adversely affect our growth plans. For further details, please refer to the chapter titled “Objects
of the Offer” beginning on page 98 of this Red Herring Prospectus.

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37. Our inability to meet our obligations, including financial and other covenants under our debt financing
arrangements could adversely affect our business, results of operations and financial condition.

As at September 30, 2025, our total outstanding borrowings were ₹ 2,251.37 lakhs. For further details, see
“Financial Indebtedness” on page 280. Our ability to meet our debt service obligations and repay our outstanding
borrowings will depend primarily on the cash generated by our business, which depends on the timely payment by
our clients. If our future cash flows from operations and other capital resources become insufficient to pay our
debt obligations or our contractual obligations, or to fund our other liquidity needs, we may be forced to sell assets
or attempt to restructure or refinance our existing indebtedness. Any refinancing of our debt could be at higher
interest rates and may require us to comply with more onerous covenants, which could further restrict our business
operations. While there have been no such instances in the three preceding Fiscals, our failure to meet our
obligations under our financing agreements could have an adverse effect on our business, results of operations and
financial condition. If the obligations under any of our financing agreements are accelerated, we may have to
dedicate a substantial portion of our cash flow from operations to make payments under such financing documents,
thereby reducing the availability of cash for our business operations. Our future borrowings may also contain
similar restrictive provisions.

38. There are certain defaults/ delay in payment of statutory dues by us. Any further default/ delay in payment
of statutory dues may attract financial penalties from the respective government authorities and in turn
may have a material adverse impact on our financial condition and cash flows.

Our Company has at times in the past made a delay in the payment of statutory dues such as provident fund, Tax
Deducted at source and ESIC to relevant authorities. These delays were due to administrative and technical issues
on the Portal during these periods. Following is the list of delay in payment of statutory return/dues:

There were no defaults in the payment of statutory and unpaid statutory dues of the Company as on September
30, 2025.

There are no defaults in payment of statutory dues and unpaid statutory dues of the Company as on March 31,
2024 except for the following:

(₹ in lakhs)
Subsequent
Nature of Unpaid
S. No. Payment/ Reversal of Remarks
Dues Amount
Excess Provision
There was Aadhaar mismatch for two employees which
Provident couldn’t be linked on the Provident Fund Website.
1 0.11 -
Fund Accordingly, the Company is unable to make the payment
of PF for such employees.
The Registration under Labour Welfare Fund was
Labour
obtained on September 3, 2024 and the due amount of
2 Welfare 0.03 0.03
₹ 0.02 was paid on September 6, 2024. The excess
Fund
provision of ₹ 0.01 has been reversed.

There are no instances of non-payment, default and overdue of statutory dues by the Company as on March 31,
2023. As at September 30, 2025, contingent liabilities (to the extent not provided for) as disclosed in the notes to
Restated Consolidated Financial Information aggregated to ₹ 3,734.08 lakhs (excluding interest and penalties)
with respect to demand received under the provisions of the Income-tax Act, 1961. There are no instances of
contingent liabilities in the nature of Statutory Dues that have not been disclosed in the Restated consolidated
financial information. Further, there are no instances of non-payment, default or overdue of statutory dues by the
subsidiaries Gaudium International Private Limited and EKK Global Private Limited* as on September 30, 2025,
31st March .2025, 31st March 2024 and 31st March 2023.

*(EKK Global Private Limited ceased to be subsidiary w.e.f. 5 th August 2025)

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PROVIDENT FUND

Amount
Sr. Financial Date of Delay No. of
Tax Period Due Date involved
No. Year payment Days Employees
(₹ in lakhs)
1 2021-22 01.05.21 TO 31.05.21 15-06-2021 17-06-2021 2 67 1.48
2 2022-23 01.04.22 TO 30.04.22 15-05-2022 25-07-2023 436 2 0.06
3 2022-23 01.05.22 TO 31.05.22 15-06-2022 16-06-2022 1 62 1.41
4 2022-23 01.05.22 TO 31.05.22 15-06-2022 25-07-2023 405 2 0.06
5 2022-23 01.06.22 TO 30.06.22 15-07-2022 25-07-2023 375 2 0.06
6 2022-23 01.07.22 TO 31.07.22 15-08-2022 25-07-2023 344 2 0.06
7 2022-23 01.08.22 TO 31.08.22 15-09-2022 25-07-2023 313 2 0.06
8 2022-23 01.09.22 TO 30.09.22 15-10-2022 25-07-2023 283 1 0.03
9 2022-23 01.10.22 TO 31.10.22 15-11-2022 25-07-2023 252 1 0.03
10 2022-23 01.11.22 TO 30.11.22 15-12-2022 25-07-2023 222 1 0.03
11 2022-23 01.12.22 TO 31.12.22 15-01-2023 25-07-2023 191 1 0.03
12 2022-23 01.01.23 TO 31.01.23 15-02-2023 25-07-2023 160 1 0.03
13 2022-23 01.02.23 TO 28.02.23 15-03-2023 25-07-2023 132 1 0.03
14 2022-23 01.03.23 TO 31.03.23 15-04-2023 25-07-2023 101 1 0.03
15 2023-24 01.04.23 TO 30.04.23 15-05-2023 22-05-2023 7 63 2.13
16 2023-24 01.04.23 TO 30.04.23 15-05-2023 25-07-2023 71 1 0.03
17 2023-24 01.06.23 TO 30.06.23 15-07-2023 25-07-2023 10 65 2.26
18 2024-25 01.06.24 TO 30.06.24 15-07-2024 17-07-2024 2 86 3.03
19 2024-25 01.07.24 TO 31.07.24 15-08-2024 17-08-2024 2 85 3.03

TDS (Tax Deducted at Source)

Amount
Sr. Date of Delay
Financial Year Period Due Date involved
No. payment Days
(₹ in lakhs)
1 2021-22 01.05.2021 to 31.05.2021 07-06-2021 07-03-2022 273 0.09
2 2021-22 01.06.2021 to 30.06.2021 07-07-2021 04-08-2021 28 5.61
3 2021-22 01.06.2021 to 30.06.2021 07-07-2021 04-08-2021 28 3.31
4 2021-22 01.08.2021 to 31.08.2021 07-09-2021 14-09-2021 7 5.98
5 2021-22 01.08.2021 to 31.08.2021 07-09-2021 14-09-2021 7 2.41
6 2021-22 01.10.2021 to 31.10.2021 07-11-2021 08-11-2021 1 1.46
7 2021-22 01.10.2021 to 31.10.2021 07-11-2021 08-11-2021 1 2.64
8 2021-22 01.10.2021 to 31.10.2021 07-11-2021 22-12-2021 45 0.81
9 2021-22 01.01.2022 to 31.01.2022 07-02-2022 08-02-2022 1 11.00
10 2022-23 01.04.2022 to 30.04.2022 07-05-2022 09-05-2022 2 9.34
11 2022-23 01.05.2022 to 31.05.2022 07-06-2022 10-06-2022 3 10.32
12 2022-23 01.06.2022 to 30.06.2022 07-07-2022 13-07-2022 6 8.50
13 2022-23 01.08.2022 to 31.08.2022 07-09-2022 20-09-2022 13 8.00
14 2022-23 01.10.2022 to 31.10.2022 07-11-2022 14-11-2022 7 5.00
15 2022-23 01.02.2023 to 28.02.2023 07-03-2023 27-03-2023 20 12.00
16 2022-23 01.02.2023 to 28.02.2023 07-03-2023 28-04-2023 52 0.30
17 2022-23 01.03.2023 to 31.03.2023 30-04-2023 07-07-2023 68 0.22
18 2023-24 01.04.2023 to 30.04.2023 07-05-2023 09-05-2023 2 11.00
19 2023-24 01.09.2023 to 30.09.2023 07-10-2023 06-03-2024 151 0.76
20 2023-24 01.03.2024 to 31.03.2024 30-04-2024 07-06-2024 38 2.29
21 2024-25 01.04.2024 to 30.04.2024 07-05-2024 14-05-2024 7 11.00
22 2024-25 01.06.2024 to 30.06.2024 07-07-2024 08-10-2024 93 0.20
23 2024-25 01.09.2024 to 30.09.2024 07-10-2024 08-10-2024 1 8.00
24 2024-25 01.02.2025 to 28.02.2025 07-03-2025 03-10-2025 210 1.65
25 2025-26 01.04.205 to 30.04.2025 07-05-2025 14-05-2025 7 3.50
26 2025-26 01.04.205 to 30.04.2025 07-05-2025 03-06-2025 27 0.06
27 2025-26 01.09.2025 to 30.09.2025 07-10-2025 08-10-2025 1 15.00

Page 59 of 475
 ESIC payments:

Sr. No. Financial Year Period Due Date Date of payment Delay Days
1 2021-22 01.05.21 TO 31.05.21 15-06-2021 17-06-2021 2
2. 2023-24 01.06.23 TO 30.06.23 15-07-2023 25-07-2023 10
3. 2024-25 01.06.24 TO 30.06.24 15-07-2024 16-07-2024 1
4. 2024-25 01.07.24 TO 31.07.24 15-08-2024 17-08-2024 2
5. 2024-25 01.07.24 TO 31.07.24 15-08-2024 23-08-2024 8
6. 2024-25 01.09.24 TO 30.09.24 15-10-2024 16-10-2024 1
7. 2025-26 01.09.25 TO 30.09.25 15-10-2025 17-10-2025 2

While our Company has paid the interest, as applicable on delays in payment of statutory dues, we cannot assure
you there will be no delays in payment of statutory dues by our Company. While no actions have been initiated
against our Company in relation to the abovementioned non-compliances or delays in the past, our Company
cannot assure that any regulatory or statutory actions will not be initiated against our Company in relation to the
said non-compliance in the future. Further, our Company cannot assure you that it will be able to adhere to all the
necessary compliances, in a timely manner or at all, under various labour or tax legislations in the future. In case
any regulatory actions are initiated against the company, we may face issues in the brand image & profitability
of our company.

39. Any change in our statutory auditors, including resignations, may be viewed adversely by investors and
regulatory authorities as it relates to continuity in financial reporting and audit quality. Such changes could
lead to increased scrutiny of our financial statements and internal controls.

In the past we have had change in the statutory auditors, for instance, initially on July 23, 2024 we had appointed
M/s. Brahmayya & Co. as Statutory Auditor for Fiscal 2025 and was subsequently reappointed for a period of
five years at the AGM held on September 20, 2024. However, the auditor resigned on July 20, 2025, due to non-
recovery of a reasonable portion of their time costs and therefore in order to fill the resulting casual vacancy, the
members of the company in their meeting held on August 04, 2025 appointed S K G N & Associates LLP as the
Statutory Auditor for Fiscal 2025. Further, at the AGM held on September 27, 2025, S K G N & Associates LLP
was reappointed as the Statutory Auditor for a term of five years, covering Fiscal 2026 to Fiscal 2030.

While the above resignation were not on account of any disagreement on accounting principles or audit matters,
however, frequent changes in our statutory auditors may create perceived uncertainty regarding our financial
reporting practices. Any future resignation, delays in appointment of auditors or similar developments could
increase compliance costs, divert management’s attention, and adversely affect investor confidence. There can be
no assurance that such events will not recur in the future, and any such occurrence could have a material adverse
effect on our business, results of operations, and financial condition.

40. Our performance depends to a large extent on the efforts and abilities of our individual Promoters,
Directors, Key Managerial Personnel. The loss of or diminution in the services of our individual Promoter,
Directors or Key Managerial Personnel could have a material adverse effect on our business, financial
condition and results of operations.

Our business is highly dependent on our Promoters, Directors and Key Managerial Personnel for setting our
strategic business direction, managing the business, retaining skilled professionals, expanding our business
operations, to meet business challenges, to attract, recruit and retain experienced, talented and skilled
professionals.

The attrition rate in respect of our Promoters/Directors/KMPs and employees are as under:

Period
ended Fiscal Fiscal Fiscal
Particulars
September 2025 2024 2023
30, 2025
Promoters 0% 0% 0% 0%

Page 60 of 475
 Period
ended Fiscal Fiscal Fiscal
Particulars
September 2025 2024 2023
30, 2025
Directors 0% 50% 0% 66.67%
KMPs 0% 0% 0% 0%
Total Employees 31% 63% 51% 51%

We may or may not experience similar attrition rates in the future. A significant increase in the attrition rate
among skilled employees could decrease our operating efficiency and productivity and could lead to a decline in
the profitability of our Company. We may also be required to increase employee compensation more rapidly than
in the past to remain competitive in attracting and retaining suitable employees. the loss of the services of such
persons may have an adverse effect on our business and operations. For information relating to changes in our
Board of Directors and Key managerial personnel, kindly refer chapter “Our Management – Changes in our Board
of Directors during the last three years and Changes in Key Managerial Personnel during the last three years on
page 199 of the Red Herring Prospectus.

41. If we fail to maintain an effective system of internal controls, we may not be able to successfully manage,
or accurately report, our financial risks. Despite our internal control systems, we may be exposed to
operational risks, including fraud, petty theft and embezzlement, which may adversely affect our
reputation, business, financial condition, results of operations and cash flows.

Our management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by it while taking into account the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India. Effective internal controls are necessary for us to prepare
reliable financial reports and effectively avoid fraud. Moreover, any internal controls that we may implement, or
our level of compliance with such controls, may deteriorate over time, due to evolving business conditions.

While our management would be responsible for design, implementation and maintenance of adequate internal
financial controls to ensure the orderly and efficient conduct of our business, any inability on our part to
adequately detect, rectify or mitigate any such deficiencies in our internal controls may adversely impact our
ability to accurately report, or successfully manage, our financial risks, and to avoid fraud, each of which may
have an adverse effect on our business, financial condition, results of operations and cash flows. Notwithstanding
that the auditors’ report issued on the internal financial controls over financial reporting of our Company during
period ended September 30, 2025 and for Fiscal 2025, Fiscals 2024 and Fiscal 2023 did not contain a qualified
opinion or disclaimer of opinion, there can be no assurance that deficiencies in our internal controls will not arise
in the future, or that we will be able to implement, and continue to maintain, adequate measures to rectify or
mitigate any such deficiencies in our internal controls.

Notwithstanding the internal controls that we have in place, we may be exposed to the risk of fraud or other
misconduct by employees, contractors, clients or suppliers. Fraud and other misconduct can be difficult to detect
and deter. Certain instances of fraud and misconduct may go unnoticed or may only be discovered and
successfully rectified after substantial delays. Even when we discover such instances of fraud or theft and pursue
them to the full extent of the law or with our insurance carriers, there can be no assurance that we will recover
any of the amounts involved in these cases. In addition, our dependence upon automated systems to record and
process transactions may further increase the risk that technical system flaws or employee tampering or
manipulation of those systems will result in losses that are difficult to detect, which may adversely affect our
reputation, business, financial condition, results of operations and cash flows.

42. Our operations could be adversely affected by strikes, work stoppages or increased wage demands by our
employees or any other kind of disputes with our employees.

As at September 30, 2025, we had 122 employees (including 3 consultancy doctors) across our operations. For
further details, see “see “Our Business –Human Resource” on page 170. While our employees are not currently

Page 61 of 475
 unionized, we cannot assure you that our employees will not unionize in the future. Union organizing efforts or
collective bargaining negotiations could lead to work stoppage and/or slowdowns and/or strikes by our
employees, which could have a material adverse effect on our business, financial condition, results of operations,
cash flows and prospects. Furthermore, in the event that all or part of our employees are represented by one or
more labor union, we may face higher employee costs and increased risks of work stoppages, slowdowns and/or
strikes, which could have a material adverse effect on our business, financial condition, results of operations, cash
flows and prospects.

Although we have not experienced any strikes or labor unrest in the past three Fiscals, we cannot assure you that
we will not experience disruptions in future due to disputes or other problems with our work force, which may
adversely affect our ability to continue our business operations. In the event our employee relationships
deteriorate, or we experience significant labor unrest, strikes and other labor action, work stoppages could occur
and there could be an adverse impact on our operations. We are also subject to, and may continue to contest,
regulatory claims alleging defaults in relation to employee wage payments and contributions. Any such actions
could adversely affect our business, results of operations and financial condition.

We are also subject to a number of stringent labour laws that protect the interests of workers, including legislation
that sets forth detailed procedures for dispute resolution and employee removal and legislation that imposes
financial obligations on employers upon retrenchment. For further details, see, “Key Regulations and Policies”
on page 182. If labour laws become more stringent, it may become more difficult for us to maintain flexible
human resource policies, discharge employees or downsize, any of which could have a material adverse effect on
our business, financial condition, results of operations, cash flows and prospects.

43. The Offer includes Fresh Issue and Offer for Sale by the Promoter. The proceeds from the Offer for Sale
component of the Offer shall be received directly by the Promoter Selling Shareholder.

The Offer includes a Fresh Issue of 1,13,92,500 Equity Shares of ₹ 5.00 each and an Offer for Sale (OFS) of
94,93,700 Equity Shares by the Promoter Selling Shareholder of our Company i.e., Dr. Manika Khanna. The
Equity Shares of face value of ₹ 5.00 each offered in OFS is 0.83 times of Fresh Issue.

The following is the details of acquisition of Equity Shares of face value of ₹ 5.00 each by the Promoter Selling
Shareholder;

No. of Equity Weighted

Name of the Selling Pre- Offer Post-Issue
Category Shares offered Average Cost of
Shareholder Shareholding Shareholding
in OFS Acquisition (₹ )
Dr. Manika Khanna Promoter 6,09,73,900 94,93,700 5,14,80,200 0.16

The Promoter Selling Shareholder is, therefore, interested in the Offer Proceeds to the extent of the Equity Shares
offered by the Promoter Selling Shareholder in the Offer for Sale. The entire proceeds (net of offer expenses)
from the Offer for Sale will be paid to the Promoter Selling Shareholder in proportion to her portion of the Offered
Shares transferred pursuant to the Offer for Sale and our Company will not receive any such proceeds from the
offer for sale component. Also, the Company will deploy only those funds for the stated objects which will be
received from the Fresh Issue. Further, except for listing fees of the Offer, which will be borne by our Company,
all cost, fees and expenses (including all applicable taxes) in respect of the Offer will be shared amongst our
Company and the Promoter Selling Shareholder on a pro-rata basis, in proportion to the Equity Shares issued and
allotted by our Company in the Fresh Issue and the Offered Shares sold by the Promoter Selling Shareholder in
the Offer for Sale, upon successful completion of the Offer. For further details, refer “Capital Structure” and
“Objects of the Offer” on pages 88 and 98 respectively of this Red Herring Prospectus.

44. Our Directors and Promoters may enter into ventures which are in businesses similar to ours.

The interests of our Directors or Promoters may not align with the interests of our other Shareholders due to their
involvement in other ventures which are in businesses similar to ours or that may compete with our business or
may benefit from preferential treatments when doing business with our Company. Our Directors, or Promoters,
as applicable, may, for business considerations or otherwise, in transactions with other ventures where they have

Page 62 of 475
 interest, cause our Company to take actions, or refrain from taking actions, in order to benefit themselves instead
of our Company’s interests or the interests of its other Shareholders and which may be harmful to our Company’s
interests or the interests of our other Shareholders, which may materially adversely impact our business, financial
condition, results of operations and cash flows.

As a result, conflicts of interest may arise when we sell our solutions to such Promoter Group at lower prices, or
give it any other form of preferential treatment. There can be no assurance that our Promoters or any company
controlled by our Promoters will not enter into businesses similar to ours or compete with our existing business
or any future business that we may undertake or that their interests will not conflict with ours. Any such present
and future conflicts could have a material adverse effect on our reputation, business, results of operations, cash
flows and financial condition.

45. Our Promoters, Directors and Promoter Group hold 6,13,85,084 Equity Shares in our Company
comprising 99.98% of the total issued, subscribed and paid-up equity share capital of the Company and
are therefore, interested in our Company’s performance in addition to reimbursement of expenses
incurred and normal remuneration or benefits.

Our Promoters and Directors may be regarded as having an interest in our Company other than reimbursement of
expenses incurred and normal remuneration, commission or benefits. Certain Directors and Promoters may be
deemed to be interested to the extent of Equity Shares, as applicable, held by them and by members of our
Promoter Group, to the extent applicable, as well as to the extent of any dividends, bonuses or other distributions
on such Equity Shares. Certain of our promoters and directors are interested in the promotion of our Company.
There can be no assurance that our Promoters and Directors will exercise their rights as Shareholders to the benefit
and best interest of our Company. For further details, see “Capital Structure”, “Our Promoters and Promoter
Group” and “Our Management” on pages 88, 218 and 199, respectively.

46. We cannot assure payment of dividends on the Equity Shares in the future.

A formal dividend distribution policy of our Company was approved and adopted by our Board on April 20, 2023
and further amended on November 04, 2024 (“Dividend Policy”). Our Company has declared a dividend of
₹ 635.00 lakhs, representing a rate of 641.26% on each fully paid-up Equity Share of ₹ 10/- each, out of the profits
for the financial year ending March 31, 2023. This declaration was approved by the Board of Directors on June
21, 2023, and subsequently approved by the members on July 14, 2023.

In terms of the Dividend Policy, the dividend, if any, will depend on a number of internal and external factors,
including but not limited to, the profits earned during the financial year and the profits earned for any previous
financial year, profit available for distribution, business expansion and growth, macroeconomic environment,
regulatory changes, taxation policy and other factors considered by our Board. The Articles of Association also
provides discretion to our Board to declare and pay interim dividends.

Dividend would be declared on the face value of the Equity Shares and on per share basis of the Company.
Parameters for dividend payments in respect of any other class of shares will be as per the respective terms of
issue and in accordance with the applicable laws and will be determined, if and when the Company decides to
issue other classes of shares. Therefore, dividend declared will be distributed amongst all shareholders, based on
their shareholding on the record date.

Our ability to pay dividends may also be restricted under certain financing arrangements that we may enter into.
We cannot assure you that we will be able to pay dividends on the Equity Shares at any point in the future. For
details pertaining to our dividend policy, see “Dividend Policy” on page 224.

47. The determination of the Price Band is based on various factors and assumptions and the Offer Price of
the Equity Shares may not be indicative of the market price of the Equity Shares upon listing on the Stock
Exchanges.

The determination of the Price Band and discount, if any, is based on various factors and assumptions, and will
be determined by our Company, in consultation with the Book Running Lead Manager. Furthermore, the Offer

Page 63 of 475
 Price of the Equity Shares will be determined by our Company, in consultation with the Book Running Lead
Manager through the Book Building Process. These will be based on numerous factors, including those described
under “Basis for Offer Price” on page 120, and may not be indicative of the market price of the Equity Shares
upon listing on the Stock Exchange.

The factors that could affect the market price of the Equity Shares include, among others, broad market trends,
financial performance and results of our Company post-listing, and other factors beyond our control. We cannot
assure you that an active market will develop or sustained trading will take place in the Equity Shares or provide
any assurance regarding the price at which the Equity Shares will be traded after listing.

48. We have presented certain supplemental information of our performance and liquidity which is not
prepared under or required under Ind AS.

This Red Herring Prospectus includes our Return on Net Worth, Return on Capital Employed and EBITDA
(collectively “Non-GAAP Measures”) and certain other industry measures related to our operations and financial
performance, which are supplemental measures of our performance and liquidity and are not required by, or
presented in accordance with, Ind AS, IFRS or U.S. GAAP. For further details in relation to reconciliation of Non-
GAAP Measures, see “Other Financial Information” on page 278.

Further, these Non-GAAP Measures and industry measures are not a measurement of our financial performance or
liquidity under IND AS, IFRS or U.S. GAAP and should not be considered in isolation or construed as an
alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an
indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or
financing activities derived in accordance with IND AS, IFRS or U.S. GAAP. In addition, such Non-GAAP
Measures and industry measures are not standardized terms, and may vary from any standard methodology that is
applicable across the Indian financial services industry, and therefore may not be comparable with financial or
industry related statistical information of similar nomenclature computed and presented by other companies, and
hence a direct comparison of these Non-GAAP Measures and industry measures between companies may not be
possible. Other companies may calculate these Non-GAAP Measures and industry measures differently from us,
limiting its usefulness as a comparative measure. Although such Non-GAAP Measures and industry measures are
not a measure of performance calculated in accordance with applicable accounting standards, our Company’s
management believes that they are useful to an investor in evaluating us as they are widely used measures to
evaluate a company’s operating performance. These Non-GAAP Measures and other statistical and other information
relating to our operations and financial performance may not be computed on the basis of any standard methodology
that is applicable across the industry and therefore may not be comparable to financial measures and statistical
information of similar nomenclature that may be computed and presented by other companies and are not
measures of operating performance or liquidity defined by IND AS and may not be comparable to similarly titled
measures presented by other companies.

49. Significant differences exist between IND AS and other accounting principles, such as US GAAP and
International Financial Reporting Standards (“IFRS”), which investors may be more familiar with and
consider material to their assessment of our financial condition.

Our Restated Consolidated Financial Information are derived from our consolidated audited financial statements
as at September 30, 2025 and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, prepared in
accordance with IND AS, and all restated in accordance with requirements of Section 26 of Part I of Chapter III of
Companies Act, SEBI ICDR Regulations, and the Guidance Note on “Reports in Company Prospectuses (Revised
2019)” issued by ICAI. IND AS differs in certain significant respects from IFRS, U.S. GAAP and other accounting
principles with which prospective investors may be familiar in other countries. We have not attempted to quantify
the impact of US GAAP, IFRS or any other system of accounting principles on the financial data included in this
Red Herring Prospectus, nor do we provide a reconciliation of our financial statements to those of US GAAP,
IFRS or any other accounting principles. US GAAP and IFRS differ in significant respects from IND AS and Indian
GAAP. Accordingly, the degree to which the Restated Consolidated Financial Information included in this Red
Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with
IND AS, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian
accounting practices on the financial disclosures presented in this Red Herring Prospectus should accordingly be

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 limited.

50. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like
Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock
Exchanges in order to enhance market integrity and safeguard the interest of investors.

SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to enhance
market integrity and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed on
securities of companies based on various objective criteria such as significant variations in price and volume,
concentration of certain client accounts as a percentage of combined trading volume, average delivery, securities
which witness abnormal price rise not commensurate with financial health and fundamentals such as earnings, book
value, fixed assets, net worth, price / earnings multiple and market capitalization.

Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other factors
which may result in high volatility in price, low trading volumes, and a large concentration of client accounts as
a percentage of combined trading volume of our Equity Shares. The occurrence of any of the abovementioned
factors or other circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for
placing our securities under the GSM and/or ASM framework or any other surveillance measures, which could
result in significant restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges.
These restrictions may include requiring higher margin requirements, requirement of settlement on a trade for trade
basis without netting off, limiting trading frequency, reduction of applicable price band, requirement of settlement on
gross basis or freezing of price on upper side of trading, as well as mentioning of our Equity Shares on the
surveillance dashboards of the Stock Exchanges. The imposition of these restrictions and curbs on trading may
have an adverse effect on market price, trading and liquidity of our Equity Shares and on the reputation and
conditions of our Company.

51. We have used information from the Infomerics Research Report, which we have commissioned and paid
for purposes of confirming our understanding of the industry exclusively in connection with the Offer and
any reliance on such information is subject to inherent risk.

We have used the report titled “IVF and Fertility Services Industry Report” dated September 25, 2025
(“Infomerics Research Report”) prepared by Infomerics Analytics and Research Private Limited (“Infomerics
Research”) appointed by us pursuant to letter dated August 29, 2025, for purposes of inclusion of such information
in this Red Herring Prospectus, and exclusively commissioned by our Company in connection with the Offer at
an agreed fee to be paid by our Company. We have no direct or indirect association with Infomerics other than as
a consequence of such an engagement. The Infomerics Research Report is available on the website of our
Company at [Link] The report is a paid report and is subject to various limitations
and based upon certain assumptions, parameters and conditions that are subjective in nature. It also uses certain
methodologies for market sizing and forecasting. We cannot assure you that information contained in the
Infomerics Research Report is stated or compiled on the same basis or with the same degree of accuracy as may
be the case elsewhere. Further, we cannot assure you that Infomerics’s assumptions are correct and will not change
and accordingly, our position in the market may differ favourably or unfavourably from time to times. In addition,
statements from third parties that involve estimates, projections, forecasts and assumptions are subject to change,
and actual amounts may differ materially from those included in this Red Herring Prospectus. Further, the
Infomerics Research Report or any other industry data or sources are not recommendations to invest in our
Company.

In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from under-taking
any investment in the Offer pursuant to reliance on the information in this Red Herring Prospectus based on, or
derived from, the Infomerics Research Report. You should consult your own advisors and undertake an
independent assessment of information in this Red Herring Prospectus based on, or derived from, the Infomerics
Research Report before making any investment decision regarding the Offer. Further you are also advised not to
place undue reliance on the Infomerics Research Report or extracts thereof as included in this Red Herring
Prospectus, when making your investment decision. For the disclaimer associated with the Infomerics Research
Report, see, “Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of
Presentation –Industry and Market Data” on page 18.

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52. The average cost of acquisition of Equity Shares of face value of ₹ 5 each held by our Promoters could be
lower than the Offer Price.

Our Promoters’ average cost of acquisition of Equity Shares of face value of ₹ 5each in our Company may be
lower than the Offer Price as may be decided by the Company, in consultation with the Book Running Lead
Manager. The details of the average cost of acquisition of Equity Shares of face value of ₹ 5 each held by our
Promoters, as at the date of the RHP is set out below:

Average cost of acquisition per

Sr. Number of Equity Shares of face
Name of the Promoter Equity Share of face value of ₹ 5
No. value of ₹ 5 each *
each (₹ )
1. Dr. Manika Khanna 60,973,900 0.16
2. Dr. Peeyush Khanna 2,21,092 0.11
3. Vishad Khanna 1,86,000 Nil
*
As certified by the M/s S K G N & Associates LLP, Statutory Auditor of the Company by way of its certificate dated January
20, 2026.

For more details regarding weighted average cost of acquisition of Equity Shares of face value of ₹ 5 each by our
Promoters and build-up of Equity Shares of face value of ₹ 5 each by our Promoters in our Company, see “Capital
Structure” beginning on page 88.

External Risk Factors

53. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash
flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could
adversely affect the financial markets and our business.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires,
explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, could
adversely affect our results of operations, cash flows or financial condition. Terrorist attacks and other acts of
violence or war may adversely affect the Indian securities markets. In addition, any deterioration in international
relations, especially between India and its neighboring countries, may result in investor concern regarding regional
stability which could adversely affect the price of the Equity Shares. In addition, India has witnessed local civil
disturbances in recent years, and it is possible that future civil unrest as well as other adverse social, economic or
political events in India could have an adverse effect on our business. Such incidents could also create a greater
perception that investment in Indian companies involves a higher degree of risk and could have an adverse effect
on our business and the market price of the Equity Shares.

54. Political, economic or other factors that are beyond our control may have an adverse effect on our business,
cash flows and results of operations.

We are dependent on domestic, regional and global economic and market conditions. Our performance, growth and
market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in which
we operate. There have been periods of slowdown in the economic growth of India. Demand for our solutions may
be adversely affected by an economic downturn in domestic, regional and global economies. Our results of operations
are significantly affected by factors influencing the Indian economy. Economic growth in India is affected by various
factors including:

 domestic consumption and savings, and prevailing income conditions among consumers and corporations in
India;
 any increase in Indian interest rates or inflation;
 political instability, terrorism or military conflict in India or in countries in the region or globally, including in
India’s various neighboring countries;
 any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India
and scarcity of financing for our expansions;

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  volatility in, and actual or perceived trends in trading activity on India’s principal stock exchanges;
 changes in India’s tax, trade, fiscal or monetary policies;
 balance of trade movements, namely export demand and movements in key imports (oil and oil products);
 any downgrading of India’s debt rating by a domestic or international rating agency;
 financial instability in financial markets;
 global economic uncertainty and liquidity crisis and volatility in exchange currency rates; and
 other significant regulatory or economic developments in or affecting India or its flexible workspace industry.

Consequently, any future slowdown in the Indian economy could harm our business, results of operations,
financial condition and cash flows. Also, a change in the government or a change in the economic and deregulation
policies could adversely affect economic conditions prevalent in the areas in which we operate in general and our
business in particular and high rates of inflation in India could increase our costs without proportionately
increasing our revenues, and as such decrease our operating margins. Any of the abovementioned factors could
affect our business, financial condition, cash flows and results of operations.

55. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual
Investors were not permitted to withdraw their Bids after Bid/ Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the Bid Amount
on submission of the Bid and were not permitted to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage after submitting a Bid. Therefore, QIBs and Non-Institutional Bidders
would not be able to withdraw or lower their Bids, notwithstanding adverse changes in international or national
monetary policy, financial, political or economic conditions, our business, results of operations or financial
condition, or otherwise, between the dates of the submission of their Bids and the Allotment.

Retail Individual Investors can revise their Bids during the Bid/ Offer Period and withdraw their Bids until Bid/
Offer Closing Date. While our Company is required to complete all necessary formalities for listing and
commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are
proposed to be listed including Allotment pursuant to the Offer within three Working Days from the Bid/
Offer Closing Date, events affecting the Bidders’ decision to invest in the Equity Shares, including material
adverse changes in international or national monetary policy, financial, political or economic conditions, our
business, results of operations or financial condition may arise between the date of submission of the Bid and
Allotment. Our Company may complete the Allotment of the Equity Shares even if such events occur, and such
events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause the trading price
of the Equity Shares to decline on listing.

56. We may be affected by competition law in India and any adverse application or interpretation of the
Competition Act could in turn adversely affect our business and cash flows.

The Competition Act was enacted for the purpose of preventing practices that have or are likely to have an adverse
effect on competition in India and has mandated the Competition Commission of India to regulate such practices.
Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which causes or
is likely to cause an appreciable adverse effect on competition is void and attracts substantial penalties.

Further, any agreement among competitors which, directly or indirectly, involves determination of purchase or sale
prices, limits or controls production, or shares the market by way of geographical area or number of subscribers
in the relevant market is presumed to have an appreciable adverse effect in the relevant market in India and shall
be void. The Competition Act also prohibits abuse of a dominant position by any enterprise. On March 4, 2011, the
Central Government notified and brought into force the Competition Commission of India (Procedure in regard
to the transaction of business relating to combinations) Regulations (“Combination Regulations”) under the
Competition Act with effect from June 1, 2011. The Combination Regulations require acquisitions of shares,
voting rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover based
thresholds to be mandatorily notified to, and pre-approved by, the Competition Commission of India. Additionally,
on May 11, 2011, the Competition Commission of India issued the Competition Commission of India (Procedure

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 for Transaction of Business Relating to Combinations) Regulations, 2011, which sets out the mechanism for
implementation of the merger control regime in India. The Competition Act aims to, among other things, prohibit
all agreements and transactions which may have an appreciable adverse effect in India. Consequently, all
agreements entered into by us could be within the purview of the Competition Act. Further, the Competition
Commission of India has extraterritorial powers and can investigate any agreements, abusive conduct or
combination occurring outside of India if such agreement, conduct or combination has an appreciable adverse
effect in India.

However, the impact of the provisions of the Competition Act on the agreements entered into by us cannot be
predicted with certainty at this stage. We do not have any outstanding notices in relation to non- compliance with
the Competition Act or the agreements entered into by us.

The Government of India has also passed the Competition (Amendment) Act, 2023, which has proposed several
amendments to the Competition Act, such as introduction of deal value thresholds for assessing whether a merger
or acquisition qualifies as a “combination”, expedited merger review timelines, codification of the lowest standard
of “control” and enhanced penalties for providing false information or a failure to provide material information.

However, if we are affected, directly or indirectly, by the application or interpretation of any provision of the
Competition Act, or any enforcement proceedings initiated by the Competition Commission of India, or any
adverse publicity that may be generated due to scrutiny or prosecution by the Competition Commission of India
or if any prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our
business and cash flows.

57. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws,
may adversely affect our business, prospects and results of operations.

The regulatory and policy environment in which we operate is evolving and subject to change. Unfavorable changes
in or interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign investment
and stamp duty laws governing our business and operations could result in us being deemed to be in contravention
of such laws and may require us to apply for additional approvals. For instance, the Supreme Court of India has in a
decision clarified the components of basic wages which need to be considered by companies while making provident
fund payments, which resulted in an increase in the provident fund payments to be made by companies. Any such
decisions in future or any further changes in interpretation of laws may have an impact on our results of operations.

Further, any future amendments may affect our tax benefits such as exemptions for income earned by way of
dividend from investments in other domestic companies and units of mutual funds, exemptions for interest received
in respect of tax-free bonds, and long-term capital gains on equity shares. The Government of India has announced
the union budget for Fiscal 2025, and the Finance Act, 2024 was tabled before the Lok Sabha, which has proposed
certain amendments to taxation laws in India. We have not fully determined the impact of these recent and proposed
laws and regulations on our business. We cannot predict whether the amendments made pursuant to the Finance Act,
2024 would have an adverse effect on our business, financial condition, future cash flows and results of operations.

Furthermore, changes in capital gains tax or tax on capital market transactions or the sale of shares could affect
investor returns. As a result, any such changes or interpretations could have an adverse effect on our business and
financial performance. For further discussion on capital gains tax, see “-Investors may be subject to Indian taxes
arising out of income arising from distribution of dividend and sale of the Equity Shares” on page 125.

We cannot predict the impact of any changes in or interpretations of existing, or the promulgation of, new laws,
rules, and regulations applicable to us and our business. Unfavorable changes in or interpretations of existing, or the
promulgation of new laws, rules and regulations including foreign investment and stamp duty laws governing our
business and operations could result in us, our business, operations, or group structure being deemed to be in
contravention of such laws and/or may require us to apply for additional approvals. We may incur increased costs
and expend resources relating to compliance with such new requirements, which may also require significant
management time, and any failure to comply may adversely affect our business, results of operations and prospects.
Uncertainty in the applicability, interpretation, or implementation of any amendment to, or change in, governing
law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent

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 may be time consuming as well as costly for us to resolve and may impact the viability of our current business or
restrict our ability to grow our business in the future.

58. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents
are freely permitted (subject to compliance with sectoral norms and certain other exceptions), if they comply with
the pricing guidelines and reporting requirements specified by the RBI. If a transfer of shares, which are sought to
be transferred, is not in compliance with such requirements and fall under any of the exceptions specified by the
RBI, then the RBI’s prior approval is required. Additionally, shareholders who seek to convert Rupee proceeds from
a sale of shares in India into foreign currency and repatriate that foreign currency from India require a no-objection
or a tax clearance certificate from the Indian income tax authorities. We cannot assure you that any required approval
from the RBI or any other governmental agency can be obtained on any particular terms or at all.

In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has
been incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the beneficial owner of the
equity shares is situated in or is a citizen of a country which shares a land border with India, can only be made through
the Government approval route, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and the FEMA
Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity
in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid
restriction/purview, such subsequent change in the beneficial ownership will also require approval of the
Government of India. These investment restrictions shall also apply to subscribers of offshore derivative
instruments. We cannot assure investors that any required approval from the RBI or any other governmental
agency can be obtained on any particular terms or conditions or at all. For further information, see “Restrictions on
Foreign Ownership of Indian Securities” on page 402.

59. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including
in relation to class actions, under Indian law may not be as extensive as shareholders’ rights under the laws of other
countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an Indian
company than as shareholder of a corporation in another jurisdiction.

60. Our Equity Shares have never been publicly traded, and after the Offer, the Equity Shares may experience
price and volume fluctuations, and an active trading market for the Equity Shares may not develop.
Further, the Offer Price may not be indicative of the market price of the Equity Shares after the Offer.

Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market for our Equity
Share on the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation do not guarantee
that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares.
Furthermore, the Offer Price of the Equity Shares will be determined through the Book Building Process. These will
be based on numerous factors, including factors as described under “Basis for Offer Price” on page 120and may not
be indicative of the market price for the Equity Shares after the Offer.

For further details, see “Other Regulatory and Statutory Disclosures – Disclosure of Price Information of latest Issues
handled by Sarthi Capital Advisors Private Limited in the past 3 years” commencing on page 359. The market price
of the Equity Shares may be subject to significant fluctuations in response to, among other factors, the failure of
security analysts to cover the Equity Shares after this Offer, or changes in the estimates of our performance by
analysts, the activities of competitors and suppliers, future sales of the Equity Shares by our Company or our
shareholders, variations in our operating results of our Company, market conditions specific to the industry we
operate in, developments relating to India, volatility in securities markets in jurisdictions other than India, variations
in the growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and
changes in economic, legal and other regulatory factors. We cannot assure you that an active market will develop,
or sustained trading will take place in the Equity Shares or provide any assurance regarding the price at which the

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 Equity Shares will be traded after listing.

In addition, the stock market often experiences price and volume fluctuations that are unrelated or
disproportionate to the operating performance of a particular company. These broad market fluctuations and
industry factors may materially reduce the market price of the Equity Shares, regardless of our Company’s
performance. There can be no assurance that the investor will be able to resell their Equity Shares at or above the
Offer Price.

61. Investors may be subject to Indian taxes arising out of income arising from distribution of dividend and
sale of the Equity Shares.

Under the current Indian tax laws and regulations, unless specifically exempted, capital gains arising from the sale
of equity shares in an Indian company are generally taxable in India. A securities transaction tax (“STT”) is levied
both at the time of transfer and acquisition of the equity shares (unless exempted under a prescribed notification),
and the STT is collected by an Indian stock exchange on which equity shares are sold. Any gain realized on the sale
of equity shares held for more than 12 months, are subject to long term capital gains tax in India at specified rates,
depending on certain factors, such as STT paid, the quantum of gains and any available treaty exemptions.

The Finance (No. 2) Bill, 2024 (“the Finance Bill”), which has received the President’s assent on August 16, 2024,
seeks to amend certain sections of the Income Tax Act, 1961, with effect from July 23, 2024. Accordingly, long
term capital gains exceeding the exempted limit of ₹ 125,000 arising from the sale of listed equity shares on the
stock exchange are subject to tax at the rate of 12.5% (plus applicable surcharge and cess). Unrealized capital gains
earned on listed equity shares up to January 31, 2018 continue to be tax-exempted in such cases. Further, STT will
be levied and collected by an Indian stock exchange if the equity shares are sold on a stock exchange. With respect
to capital gains arising in an off market sale, long term capital gains are subject to tax at the rate of 10% (plus
applicable surcharge and cess) without the exemption of ₹ 100,000.

Further, any capital gains realized on the sale of listed equity shares held for a period of 12 months or less
immediately preceding the date of transfer will be subject to short term capital gains tax in India. Short-term capital
gains, arising from the sale of such equity shares on a stock exchange would be subject to tax at the rate of 15% (plus
applicable surcharge and cess) for transfers taking place before July 23, 2024. However, per the amendment sought
by the Finance Bill, short-term capital gains will be taxed at 20% for transfers taking place after July 23, 2024.

The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020. It clarified that, in the
absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities through
stock exchanges will be on the buyer, while in other cases of transfer for consideration through a depository, the
onus will be on the transferor. The stamp duty for transfer of securities other than debentures, is specified at 0.015%
(on a delivery basis) and 0.003% (on a non-delivery basis) of the consideration amount. As such, there is no certainty
on the effect that the Finance Act, 2019 may have on our business and operations.

In cases where the seller is a non-resident, capital gains arising from the sale of the equity shares will be partially or
wholly exempt from taxation in India in cases where the exemption from taxation in India is provided under a treaty
between India and the country of which the seller is resident. Historically, Indian tax treaties do not limit India’s
ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well
as in their own jurisdiction on a gain upon the sale of the equity shares.

Additionally, the Finance Act, 2020 does not require dividend distribution tax to be payable in respect of dividends
declared, distributed or paid by a domestic company after March 31, 2020, and accordingly, such dividends would
not be exempt in the hands of the shareholders, both resident as well as non-resident and are likely be subject to tax
deduction at source. Our Company may or may not grant the benefit of a tax treaty (where applicable) to a non-
resident shareholder for the purposes of deducting tax at the source from such dividend. Investors should consult
their own tax advisors about the consequences of investing or trading in our Equity Shares.

We cannot predict whether any tax laws or other regulations impacting our business and operations will be enacted
or predict the nature and impact of any such laws or regulations or whether, if at all, any laws or regulations would
have an adverse effect on our business, financial condition, cash flows and results of operations

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62. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian
law and could thereby suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India must offer holders of its Equity
Shares pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain their existing
ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have been
waived by the adoption of a special resolution. However, if the laws of the jurisdiction that you are in does not
permit the exercise of such pre-emptive rights without our filing an offering document or registration statement
with the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive rights unless we
make such a filing. To the extent that you are unable to exercise pre-emptive rights granted in respect of the Equity
Shares, you may suffer future dilution of your ownership position and your proportional interests in our Company
would be reduced.
63. Future issuances or sales of Equity Shares, or convertible securities or other equity-linked securities could
adversely affect the trading price of the Equity Shares.
Our future issuances of Equity Shares, convertible securities or securities linked to the Equity Shares by us
(including under employee stock option plans) or the disposal of Equity Shares by our Promoter or any of our other
principal shareholders or the perception that such issuance or sales may occur, including to comply with the
minimum public shareholding norms applicable to listed companies in India, may significantly affect the trading
price of the Equity Shares and our ability to raise capital through an issue of our securities. There can be no
assurance that we will not issue further Equity Shares or that the shareholders will not dispose of, pledge or otherwise
encumber the Equity Shares. Any future issuances could also dilute the value of your investment in our Company.
64. Fluctuation in the exchange rate of the Rupee and other currencies could have an adverse effect on the
value of our Equity Shares, independent of our operating results.
Subject to requisite approvals, on listing, our Equity Shares will be quoted in Rupees on the Stock Exchanges. Any
dividends, if declared, in respect of our Equity Shares will be paid in Rupees and subsequently converted into the
relevant foreign currency for repatriation, if required. Any adverse movement in exchange rates during the time that
it takes to undertake such conversion may reduce the net dividend to such investors. In addition, any adverse
movement in exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, for
example, because of a delay in regulatory approvals that may be required for the sale of Equity Shares may reduce the
net proceeds received by shareholders.
The exchange rate of the Rupee has changed substantially in the last two decades and could fluctuate substantially
in the future, which may have a material adverse effect on the value of the Equity Shares and returns from the
Equity Shares, independent of our operating results.
65. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase in the Offer.

Subject to requisite approvals, the Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian
laws, certain actions must be completed before the Equity Shares can be listed and trading in the Equity Shares may
commence. Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected to be
credited within one working day of the date on which the Basis of Allotment is approved by the Stock Exchanges.
The Allotment of Equity Shares in this Offer and the credit of such Equity Shares to the applicant’s demat account
with depository participant could take approximately two Working Days from the Bid / Offer Closing Date and
trading in the Equity Shares upon receipt of final listing and trading approvals from the Stock Exchanges is
expected to commence within three Working Days of the Bid/Offer Closing Date. There could be a failure or delay
in listing of the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise
commence trading in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There can
be no assurance that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity
Shares will commence, within the time periods specified in this risk factor. We could also be required to pay
interest at the applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not
made to investors within the prescribed time periods. For further details, see “Offer Procedure” on page 379.

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 SECTION III: INTRODUCTION

THE OFFER

The following table summarizes details of the Issue:

Offer of Equity Shares (1)(2) Up to 2,08,86,200 Equity Shares of face value of ₹ 5.00 each
aggregating up to ₹ [] lakhs
Of which:
Fresh Issue(1) Up to 1,13,92,500 Equity Shares of face value of ₹ 5.00 each
aggregating up to ₹ [] lakhs
Offer for Sale(2) Up to 94,93,700 Equity Shares of face value of ₹ 5.00 each
aggregating up to ₹ [] lakhs
The Offer consists of
A) QIB Portion (5) Not more than [] Equity Shares of face value of ₹ 5.00 each
Of which:
(i) Anchor Investor Portion(4) Up to [] Equity Shares of face value of ₹ 5.00 each
(ii) Net QIB Portion (assuming the Anchor Up to [] Equity Shares of face value of ₹ 5.00 each
Investor Portion is fully subscribed)
Of which:
a) Mutual Funds Portion (5% of the Net QIB [] Equity Shares of face value of ₹ 5.00 each
Portion)(3)
b) Balance for all QIBs including Mutual [] Equity Shares of face value of ₹ 5.00 each
Funds
B) Non-Institutional Portion(7) Not less than [] Equity Shares of face value of ₹ 5.00 each
Of which:
One-third of the Non-Institutional Portion, [] Equity Shares of face value of ₹ 5.00 each
available for allocation to Bidders with an
application size between ₹ 2.00 Lakhs and
₹ 10.00 Lakhs
Two-thirds of the Non-Institutional Portion, [] Equity Shares of face value of ₹ 5.00 each
available for allocation to Bidders with an
application size of more than ₹ 10.00 Lakhs
C) Retail Portion(4) Not less than [] Equity Shares of face value of ₹ 5.00 each
Pre and Post-Issue Equity Shares
Equity Shares outstanding prior to the Offer (as at 6,13,94,384 Equity Shares of face value of ₹ 5.00 each
the date of this Red Herring Prospectus)
Equity Shares outstanding after the Offer 7,27,86,884 Equity Shares of face value of ₹ 5.00 each
See “Object of the Offer” beginning on page 98 for
Utilization of Net Proceeds information about the use of the Net Proceeds. Our Company
will not receive any proceeds from the Offer for Sale.
(1)
The Offer has been authorized by a resolution of our Board dated September 19, 2025 and has been approved by a
special resolution dated September 20, 2025 passed by our Shareholders. Our Board has taken on record the
participation of the Promoter Selling Shareholder pursuant to the resolution dated September 29,2025
(2)
The Equity Shares being offered by the Promoter Selling Shareholder are eligible for being offered for sale as part of
the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations. The Promoter Selling Shareholder has
approved the transfer of the Offered Shares as set out below:

Number of Equity Shares

Sr. No. Name of the Promoter Selling Shareholder Date of consent letters
offered in the Offer for Sale
1) Dr. Manika Khanna 94,93,700 September 22, 2025

Page 72 of 475
 (3)
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in
the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of
Bidders at the discretion of our Company in consultation with the Book Running Lead Manager, and the Designated
Stock Exchange, subject to applicable laws. In case of under-subscription in the offer, subject to receipt of minimum
subscription for 90% of the offer, compliance with Rule 19(2)(b) of the SCRR and allotment of not more than 50%
of the offer to QIBs, Equity Shares shall be allocated in the manner specified in the section “Terms of the Offer”
beginning on page 368 of this Red Herring Prospectus.
(4)
Allocation to all categories, except Anchor Investors and Retail Individual Bidders shall be made on a proportionate
basis. The allocation to each Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to availability
of Equity Shares in the Retail Portion and the remaining available Equity Shares, if any, shall be allocated on a
proportionate basis.
(5)
Our Company and the Promoter Selling Shareholder may, in consultation with the Book Running Lead Manager,
allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR
Regulations. 40% of the Anchor Investor Portion shall be reserved in the following manner (i) 33.33% of the Anchor
Investor Portion shall be reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be
reserved for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic Mutual
Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price.
Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above may be
allocated to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations. In the event of under-subscription
in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion 5% of the QIB Portion
(excluding Anchor Investor portion) shall be available for allocation on a proportionate basis to Mutual Funds only,
and the remainder of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a
proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids
being received at or above the Issue Price. In the event the aggregate demand from Mutual Funds is less than as specified
above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the QIB Portion
and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details,
see “Offer Procedure” beginning on page 379.
(6)
Allocation to all categories, except the Anchor Investor Portion and the Retail Portion, shall be made on a proportionate
basis subject to valid Bids having being received at or above the Issue Price, as applicable. The allocation to each Retail
Individual Bidder shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion
and the remaining available Equity Shares, if any, may be allocated on a proportionate basis.
(7)
The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, shall be
subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for
applicants with an application size of more than ₹ 200,000 and up to ₹ 1.00 million, and (ii) two-third of the portion
available to Non-Institutional Bidders shall be reserved for applicants with application size of more than ₹ 1.00 million,
provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants
in the other sub-category of Non-Institutional Bidders. The allotment to each Non-Institutional Bidder shall not be
less than the minimum application size, subject to the availability of Equity Shares in the Non-Institutional Portion, and
the remaining Equity Shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified
in this regard in Schedule XIII of the SEBI ICDR Regulations.

For further details, please see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 368, 375 and
379, respectively.

Page 73 of 475
 SUMMARY OF FINANCIAL INFORMATION

The summary financial information presented below should be read in conjunction with the chapters titled “Restated
Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 225 and 282 respectively.

[Remainder of this page has been left intentionally blank]

Page 74 of 475
Restated Summary Statement of Assets and Liabilities:
(All amounts in ₹ lakhs, unless otherwise stated)
Period
Sr. ended Fiscal Fiscal Fiscal
Particulars
no September 2025 2024 2023
30, 2025
I ASSETS
(1) Non-Current Assets
(a) Property, Plant and Equipment 679.75 640.90 579.09 379.08
(b) Right of Use Asset 133.87 146.11 155.76 175.44
(c) Goodwill 37.00 37.00 37.00 37.00
(d) Other Intangible Assets 929.12 988.40 1,096.08 1,213.62
(e)Intangible Assets Under Development 1,196.83 738.50 13.42 13.42
(f) Financial Assets
(i) Investments 500.00 500.00 - 0.10
(ii) Loans 400.00 400.00 - -
(iiii) Other Financial Assets 19.80 19.80 17.30 5.30
Total Financial Asset 919.80 419.80 17.30 5.30
(g) Other Non-Current Assets - - 250.00 -
Total Non-Current Assets 3,896.37 3,470.71 2,148.65 1,823.96

(2) Current assets

(a) Inventories 481.61 722.95 210.27 149.96
(b) Financial Assets
(i) Trade Receivables 5,096.53 3,286.72 1,359.22 90.84
(iii) Cash and Cash Equivalents 661.87 721.50 1,185.50 1,505.71
(ii) Loans - - 7.83 5.21
(iv) Other Financial Assets 175.08 257.08 134.40 45.50
Total Financial Asset 5,933.49 4,265.31 2,686.95 1,647.26
(c) Other Current Assets 350.38 392.31 54.80 41.52
Total Current Assets 6,765.48 5,380.57 2,952.02 1,838.74
Total Assets 10,661.85 8,851.27 5,100.67 3,662.70

II EQUITY AND LIABILITIES

A EQUITY
(a) Equity Share Capital 3069.72 3,069.72 99.02 99.02
(b) Other Equity 2815.75 1,560.02 2,599.60 2,173.94
Total Equity 5885.47 4,629.74 2,698.62 2,272.96
B LIABILITIES
(1) Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings 1747.02 172.73 192.62 210.72
(ii) Lease Liabilities 139.21 149.54 156.79 167.63
Total Financial Liabilities 1886.23 322.27 349.41 378.35
(b) Provisions 38.07 35.88 37.52 50.67
(c) Deferred Tax Liabilities (net) 65.58 62.30 46.06 0.95
Total Non-Current Liabilities 1989.88 420.45 432.99 429.97
(2) Current Liabilities
(a) Financial Liabilities
(i) Borrowings 504.35 1,720.71 1,379.90 767.40
(ii) Lease Liabilities 19.56 17.92 10.84 8.76
(iii) Trade payables
a. total outstanding dues of Micro and Small
19.42 12.08 - -
Enterprises

Page 75 of 475
 Period
Sr. ended Fiscal Fiscal Fiscal
Particulars
no September 2025 2024 2023
30, 2025
b. total outstanding dues of Other than Micro and
1,310.26 1,383.02 76.75 103.47
Small Enterprises
(iv) Other financial liabilities 1.76 1.76 1.54 0.63
Total Financial Liabilities 1,855.35 3,135.49 1,469.03 880.26
(b) Other current liabilities 130.87 97.90 90.05 73.66
(c) Provisions 15.27 15.15 2.01 1.78
(d) Current Tax Liabilities 785.01 552.54 407.97 4.07
Total Current Liabilities 2,786.50 3,801.08 1,969.06 959.77
Total Equity and Liabilities 10,661.85 8,851.27 5,100.67 3,662.70

[Remainder of this page has been left intentionally blank]

Page 76 of 475
Restated Summary Statement of Profit and Loss:
(All amounts in ₹ lakhs, unless otherwise stated)

Period
Sr. ended Fiscal Fiscal Fiscal
Particulars
No. Septembe 2025 2024 2023
r 30, 2025

I Revenue from Operations 4,949.88 7,072.40 4,789.01 4,423.69

II Other Income 25.09 23.44 26.30 2.33
III Total Income (I + II) 4,974.97 7,095.84 4,815.31 4,426.02

IV EXPENSES
Cost of Rendering Services 397.64 525.33 513.35 357.53
Purchase of Medical Consumable and Drugs 1,225.80 2,020.60 517.65 594.46
Changes in Inventories of Medical Consumable and 241.34
(512.68) (62.78) (98.58)
Drugs
Employee benefits expenses 374.63 745.67 635.38 569.23
Finance cost 100.31 139.09 74.75 34.24
Depreciation and Amortization expense 141.72 204.69 215.86 143.40
Other expenses 815.25 1,430.90 1,257.94 994.50
Total Expenses (IV) 3,296.68 4,553.59 3,152.15 2,594.78
Profit/Loss before exceptional items and Tax (III-
V 1,678.29 2,542.25 1,663.16 1,831.24
IV)
VI Exceptional Items - - - -
VII Profit / (Loss) before Tax (V - VI) 1,678.29 2,542.25 1,663.16 1,831.24
VIII Tax Expense
(a) Current tax 424.45 613.27 586.37 456.59
(b) Deferred tax 3.28 16.24 45.10 22.11
Total Tax Expense (VIII) 427.73 629.51 631.47 478.70
IX Profit / (Loss) for the Period (VII - VIII) 1,250.56 1,912.74 1,031.69 1,352.54
X Other Comprehensive Income
A (i) Items that will not be reclassified to profit and
5.16 18.39 28.96 (9.00)
loss
Total Comprehensive Income for the period (IX
XI 1,255.72 1,931.13 1,060.66 1,343.54
+ X)
XII Earnings Per Equity Share
Basic EPS in ₹ 2.04 3.12 1.68 2.20
Diluted EPS in ₹ 2.04 3.12 1.68 2.20

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Page 77 of 475
Restated Summary Statement of Cash Flows:
(All amounts in ₹ lakhs, unless otherwise stated)
Period
Sr. ended Fiscal Fiscal Fiscal
Particulars
No. Septembe 2025 2024 2023
r 30, 2025
A. Cash Flows from Operating Activities
Net Profit Before Tax and after Other Comprehensive
1683.45 2,560.64 1,692.12 1,822.24
Income
Adjustments for:
Depreciation and amortization expense 141.72 204.69 215.86 143.40
Write off of irrecoverable balances - 3.04 5.64 -
Expected Credit Loss 14.90 9.83 - -
Remeasurement of the defned benefit plan (5.16) (18.39) (28.96) 9.00
Unclaimed Balances and Excess Provisions Written
(1.85) (0.53) (25.01) -
Back
Asset Derecognised - 13.61 - -
Interest Income (20.00) (22.92) (0.40) (0.48)
Gain on subsidiary sale (net of expense) (3.24) - - -
Finance cost 100.31 139.09 74.75 34.24
Operating profit before working capital changes 1,910.14 2,889.07 1,934.00 2,008.40
Adjustments for changes in Working Capital :
- Decrease/(Increase) in Trade Receivables (1824.73) (1,940.37) (1,274.02) 558.58
- Decrease/(Increase) in Inventories 241.35 (512.68) (60.31) (116.43)
- Decrease/(Increase) in Other Current Assets 41.92 (337.51) (13.28) 452.27
- Decrease/(Increase) in Loans - 7.83 (2.62) 4.53
- Decrease/(Increase) in Financial Assets 82.00 (122.69) (88.90) (37.97)
- (Decrease)/Increase in Financial Liabilities - 0.21 0.91 (7.05)
- (Decrease)/Increase in Trade Payables (63.57) 1,318.86 (1.68) (30.70)
- (Decrease)/Increase in Other Current Liabilities 32.97 7.86 16.39 12.42
- (Decrease)/Increase in Provisions 7.48 29.89 16.04 16.22
Cash Generated from Operations 427.55 1,340.46 526.53 2,860.27
Income Tax Paid (191.99) (468.70) (182.47) (474.93)
Net cash flow from/(used in) operating activities
235.56 871.76 344.06 2,385.34
(A)
B. Cash Flows from Investing Activities
Purchase of Property, Plant and Equipment and
(567.36) (887.84) (278.66) (1,525.64)
Intangible Assets including ROU
Non Current Investments - (500.00) 0.10 -
Corporate Loans - (400.00) - -
Non-current Deposits - (2.50) (12.00)
Capital Advances to Related Parties - 250.00 (250.00)
Investment Made 20.00 - - (37.29)
Interest Received from Banks on Bank Deposits 3.24 22.92 0.40 0.25
Net cash flow from/(used in) investing activities
(544.12) (1,517.42) (540.16) (1,562.68)
(B)
C. Cash Flows from Financing Activities
Dividend paid during the year - - (635.00) -
Proceeds from Borrowing (Net) 357.93 320.92 594.40 383.30
Repayment of Lease Liabilities (8.69) (0.17) (8.76) 176.39
Interest paid on Borrowings (100.31) (139.09) (74.75) (34.24)
Net cash flow from/(used in) financing activities
248.92 181.66 (124.11) 525.45
(C)

Page 78 of 475
 Period
Sr. ended Fiscal Fiscal Fiscal
Particulars
No. Septembe 2025 2024 2023
r 30, 2025
Net Increase/(Decrease) in cash and cash
(59.63) (464.00) (320.21) 1,348.11
equivalents (A+B+C)
Cash and cash equivalents at beginning of year (Refer
721.50 1,185.50 1,505.71 157.60
Note No. 15)
Cash and cash equivalents at end of year (Refer
661.87 721.50 1,185.50 1,505.71
Note No. 15)
Cash and cash equivalents comprise of :
Cash in hand 641.34 650.34 526.70 203.85
Bank balance:
- In current account 14.63 65.26 652.36 1,296.61
- In deposit account 5.90 5.90 6.44 5.25
Total cash and cash equivalents 661.87 721.50 1,185.50 1,505.71

Changes in Liabilities arising from Financing Activities including both changes arising from cash
flow and non-cash flow:
Period
ended Fiscal Fiscal Fiscal
Septembe 2025 2024 2023
r 30, 2025
Long Term Borrowings 1747.02 172.73 192.62 210.72
Short Term Borrowings 504.35 1,720.71 1,379.90 767.40
Lease Liabilities 158.77 167.46 167.63 176.39
Interest Accured and not due on Borrowings 1.13 1.13 0.91 -
Total 2411.27 2,062.03 1,741.06 1,154.51
Total Movement 349.24 320.97 586.55 559.69
Cash Changes
- Dividend Paid - - (635.00) -
Non Cash Changes
- Interest Charged (100.31) (139.09) (74.75) (34.24)
248.92 181.88 (123.20) 525.45
Note:

a) The Cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard-
7

b) The Cash flow for the Year Ended 31st March 2023 has been prepared after giving the net effect of acquisition
of wholly owned subsidiary. Accordingly, the figures for March 2023 are not comparable.

[Remainder of this page has been left intentionally blank]

Page 79 of 475
 GENERAL INFORMATION

Our Company was originally incorporated in the name of “Gaudium IVF and Women Health Private Limited” as a
private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated March 24,
2015 issued by the RoC, Delhi and Haryana. Subsequently, our Company was converted from a private limited
company into a public limited company pursuant to a special resolution passed in the extraordinary general meeting
of our Shareholders held on September 28, 2024 and consequently, the name of our Company was changed to
“Gaudium IVF and Women Health Limited”, and a fresh certificate of incorporation dated October 24, 2024 was
issued by the Central processing center.

For details of incorporation, changes in the name and registered office address of our Company, see ‘History and
Certain Corporate Matters’ on page 194.

Corporate Identity Number : U85100DL2015PLC278296

Registered Office of our Company : B1/51, Janakpuri B-1, New Delhi – 110058, India.

Registration Number : 278296

Registrar of Companies : 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi - 110019

Board of Directors of our Company

As on the date of this Red Herring Prospectus, our Company’s Board comprises of the following Directors:

Name DIN Address Designation

Chairperson &
Dr. Manika Khanna 07090907
Managing Director
Dr. Peeyush Khanna 07091422 B - 2/39, Janak Puri, New Delhi, Delhi 110058. Whole Time Director
Non-Executive
Vishad Khanna 10729610
Director
Brajesh Singh 1101, Tower Nettle, Paramount, Floraville Sector
07600072 Independent Director
Bhadauria 137, Noida, Uttar Pradesh 201301.
D No 31-38-256, Rajeev Nagar, Near Gloria
school, Rasalamma Colony, Kurmannapalem,
Suresh Marpu 09242135 Independent Director
Vadlapudi, Vishakhapatnam, Andhra Pradesh –
530046.
Rajesh Chunilal 2030 Boulevard 1, The Address L B Marg, Opp. R
01804482 Independent Director
Bhojani City Mall, Ghatkopar (West), Mumbai- 400086.
For further details of the Board of Directors, please refer to the section titled “Our Management” beginning on page
199 of this Red Herring Prospectus.

Company Secretary and Compliance Officer of our Company

Naveen Kumar
B1/51, Janakpuri B-1,
New Delhi – 110058, India.
Tel.: 011- 4885 8585
Email: compliance@[Link]

Investors may contact the Compliance Officer and Company Secretary or the Registrar to the Offer in case of any
pre-Offer or post-Offer related problems such as non-receipt of Allotment Advice, non-credit of Allotted Equity
Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode,
etc.

All Offer related grievances, other than those of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary with whom the Bid cum Application Form was submitted, giving

Page 80 of 475
full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID,
PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the amount
equivalent to the Bid Amount was blocked or the UPI ID (for UPI Investors who make the payment of Bid Amount
through the UPI Mechanism), date of ASBA Form and the name and address of the relevant Designated
Intermediary where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the
application number from the Designated Intermediary in addition to the documents or information mentioned
hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock
Exchanges with a copy to the Registrar to the Offer.

All Offer related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details
such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID,
PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address of
the BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor.

Key Intermediaries to the Offer:

Book Running Lead Manager

Sarthi Capital Advisors Private Limited

401, 4th Floor, Manek Plaza, 167, Vidyanagari Marg,
Kalina, Santacruz (East), Mumbai - 400098.
Tel: +91 22 26528671/72
Contact Person: Pankaj Chaurasia
Email: ipo@[Link]
Website: [Link]
SEBI Registration No.: INM000012011

Statement of inter se allocation of Responsibilities for the Issue

Since Sarthi Capital Advisors Private Limited is the sole Book Running Lead Manager to this offer and all the
responsibilities relating to the co-ordination and other activities in relation to the offer shall be performed by them and
hence, a statement of inter se allocation of responsibilities is not applicable.

Legal Counsel to the Issuer

Rajani Associates.
Advocates & Solicitors.
204 -207 Krishna Chambers,
59 New Marine Lines
Churchgate, Mumbai 400020
Tel.: (+91 22) 40961002
Email: sangeeta@[Link]
Name: Ms. Sangeeta Lakhi
Website: [Link]

Statutory & Peer Reviewed Auditor

M/s S K G N & Associates LLP.

Chartered Accountants
Office no. 1126, Tower B, I- Thum Commercial Complex, Sector-62, Noida 201309.
Tel. No.: +91 7291085089
Email: office@[Link]
Firm Registration No.: 023403N/N500052
Peer Review Certificate No.: 019092

Page 81 of 475
Change in Statutory Auditors since last three years

Except as disclosed below, there has been no change in our statutory auditors in the three years preceding the date of
this RHP:

Particulars Period of Appointment Date of Change Reason for change

S K G N & ASSOCIATES LLP
Chartered Accountants
Office No. 1126, Tower B
I-Thum Commercial Complex, April 01, 2025 Re-appointed for the
September 27,
Sector 62, Noida 201309 to term of 5 years in an
2025
Tel. No.: +91 7291085089 March 31, 2030 Annual general Meeting
Email: office@skgn & Associates LLP
Firm Registration No.: 023403N/N500052
Peer Review Certificate No.: 019092
S K G N & ASSOCIATES LLP
Chartered Accountants
Office No. 1126, Tower B Appointed as Statutory
I-Thum Commercial Complex, April 01, 2024 Auditor (a peer reviewed
Sector 62, Noida 201309 to August 04,2025 firm) due to casual
Tel. No.: +91 7291085089 March 31, 2025 vacancy
Email: office@skgn & Associates LLP of M/s Brahmayya & Co
Firm Registration No.: 023403N/N500052
Peer Review Certificate No.: 019092
M/s Brahmayya & Co.,
Chartered Accountants
48, Masilamani Road, Balaji Nagar,
Resigned due Unable to
Royapettah, Chennai – 600014.
Recover a Reasonable
Tel. No.: +91 (044) 28131128/38/48 July 20, 2025
Portion
Fax No.: +91 (044) 28131128
of Our Time Cost.
Email: mail@[Link]
Firm Registration No.: 000511S
Peer Review Certificate No.: 016551 April 01, 2024
M/s Brahmayya & Co., to
Chartered Accountants March 31, 2029
48, Masilamani Road, Balaji Nagar,
Royapettah, Chennai – 600014. Re-appointed for the
September 20,
Tel. No.: +91 (044) 28131128/38/48 term of 5 years in an
2024
Fax No.: +91 (044) 28131128 Annual general Meeting
Email: mail@[Link]
Firm Registration No.: 000511S
Peer Review Certificate No.: 016551
M/s Brahmayya & Co.,
Chartered Accountants
Appointed as Statutory
48, Masilamani Road, Balaji Nagar,
Auditor (a peer reviewed
Royapettah, Chennai – 600014. April 01, 2023
firm) due to casual
Tel. No.: +91 (044) 28131128/38/48 to July 23, 2024
vacancy
Fax No.: +91 (044) 28131128 March 31, 2024
of M/s Vikas Katyal &
Email: mail@[Link]
Associates
Firm Registration No.: 000511S
Peer Review Certificate No.: 016551
M/s Vikas Katyal & Associates
Chartered Accountant
R-291A, Greater Kailash Part-1, April 01, 2023 Resigned due to pre
New Delhi – 110048. to July 09, 2024 occupation in other
Contact No.: 011 26211488/ 40513770 March 31, 2028 assignment
Email: info@[Link]
Firm Registration No.: 017355N
M/s Vikas Katyal & Associates April 01, 2023 Re-appointed for the
Chartered Accountant to July 14, 2023 term of 5 years in an
R-291A, Greater Kailash Part-1, March 31, 2028 Annual general Meeting

Page 82 of 475
 Particulars Period of Appointment Date of Change Reason for change
New Delhi – 110048.
Contact No.: 011 26211488/ 40513770
Email: info@[Link]
Firm Registration No.: 017355N
M/s Vikas Katyal & Associates
Chartered Accountant
R-291A, Greater Kailash Part-1, April 01, 2018 Re-appointed for the
September 29,
New Delhi – 110048. to term of 5 years in an
2018
Contact No.: 011 26211488/ 40513770 March 31, 2023 Annual general Meeting
Email: info@[Link]
Firm Registration No.: 017355N

Registrar to the Offer

Bigshare Services Private Limited

Office No S6-2, 6th Floor, Pinnacle Business Park,
Next to Ahura Centre, Mahakali Caves Road, Andheri
(East), Mumbai – 400093.
Tel.: +91 22 6263 8200
Fax.: +91 22 6263 8299
Contact Person: Mr. Babu Rapheal C.
Email: ipo@[Link]
Website: [Link]
SEBI Registration No.: INR000001385

Banker to our Company

HDFC Bank Limited

Plot no. 28, F/F Block B-1 Community Centre,
Janakpuri B-1, New Delhi 110058
Contact No.: 9958552079
Email: [Link]@[Link]
Contact Person: Ms. Neeti Agarkar

Public Offer Bank/ Sponsor Bank/ Escrow Collection Bank / Refund Banker

Axis Bank Limited

Axis Bank Limited, Kalina Branch, Manek Plaza, Kurla-CST Road,
Opp Crystal Plaza, Santacruz East, Mumbai - 400098
Contact No.: 022-26523006
Email: [Link]@[Link]
Contact Person: Ms. Vijaya Shetti
SEBI Reg. No.: INBI00000017
Syndicate Member

Khandwala Securities Limited

G-II, Ground Floor, Dalamal House,
Nariman Point, Mumbai - 400021
Tel.:+91 22 40767377/78
Email: ipo@[Link]
Website: [Link]
Contact Person: Pranav Khandwala / Abhishek Joshi
SEBI Registration No.: INM000001899

Page 83 of 475
Designated Intermediaries

Self-Certified Syndicate Banks (SCSBs)

The list of SCSBs notified by SEBI for the ASBA process is available at
[Link]/sebiweb/other/[Link]?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other
than UPI Bidders using the UPI Mechanism), not Bidding through Syndicate/Sub Syndicate or through a Registered
Broker, RTA or CDP may submit the Bid cum Application Forms, is available at
[Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=34, or at such other websites as may
be prescribed by SEBI from time to time.

Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of Bidders
(other than RIBs) is provided on the website of SEBI at
[Link] which may be
updated from time to time or at such other website as may be prescribed by SEBI from time to time.

Details of nodal officers of SCSBs, identified for Bids made through the UPI Mechanism, are available at
[Link].

Eligible SCSBs and mobile applications enabled for UPI Mechanism

In accordance with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, UPI Bidders using the UPI Mechanism may only apply
through the SCSBs and mobile applications using the UPI handles and whose names appear on the website of the
SEBI, which may be updated from time to time. A list of SCSBs and mobile applications, which are live for applying
in public issues using UPI mechanism, is provided as ‘Annexure A’ for SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and is also available on
[Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=40for SCSBs and
[Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=43for mobile applications or at such
other websites as may be prescribed by SEBI from time to time.

Registered Broker

Bidders can submit ASBA Forms in the Issue using the stock-broker network of the stock exchange, i.e. through
the Registered Brokers at the Broker Centre. The list of the Registered Brokers, including details such as postal
address, telephone number and e-mail address, is provided on the websites of exchanges at
[Link]/Markets/PublicIssues/brokercentres_new.aspx and
[Link]/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, as updated from time to
time.

Registrar to the Issue and Share Transfer Agents

The list of the RTAs eligible to accept application forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, are provided on the website of the stock exchanges at
[Link] and
[Link] as updated from time to time.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the Syndicate, the list of branches
of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application
Forms from the members of the Syndicate is available on the website of the SEBI
([Link] and updated from time to
time. For more information on such branches collecting Bid cum Application Forms from the members of Syndicate

Page 84 of 475
at Specified Locations, see the website of the SEBI
([Link] and updated from time to
time or any other website prescribed by SEBI from time to time.

Self-Certified Syndicate Banks eligible as Sponsor Banks for UPI

The list of Self Certified Syndicate Banks eligible as sponsor banks for UPI Mechanism, including details such as
name and contact details, are provided on the website of SEBI at
[Link] or such other websites as
updated from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name
and contact details, are provided on the websites of NSE at
[Link]/products/content/equities/ipos/asba_procedures.htm, respectively, or such other websites as
updated from time to time.

The list of branches of the SCSBs named by the respective SCSBs to receive deposits of the application forms from
the Designated Intermediaries will be available on the website of the SEBI ([Link]) and updated from time
to time.

IPO Grading

No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer.

Appraising Entity

None of the objects for which the Net Proceeds are proposed to be utilized have been appraised by any agency.

Credit Rating

As this is an Offer of Equity Shares; credit rating is not required.

Debenture Trustees

As this is an Offer of Equity Shares, the appointment of debenture trustees is not required.

Monitoring Agency

Our Company will appoint a credit rating agency registered with SEBI as the monitoring agency to monitor utilization
of the Gross Proceeds, in compliance with Regulation 41 of the SEBI ICDR Regulations, prior to filing of the Red
Herring Prospectus with the RoC. For details in relation to the proposed utilization of the Gross Proceeds, see “Object
of the Offer” on page 98.

Green Shoe Option

No green shoe option is contemplated under the Offer.

Experts

Except as disclosed below, our Company has not obtained any expert opinions:

Our Company has received a written consent dated September 11, 2025 from our Statutory and the Peer Review
Auditor, namely, M/s S K G N & Associates LLP., Chartered Accountants, holding a valid peer review certificate
from the ICAI, to include their names as required under section 26(5) of the Companies Act, 2013 read with SEBI

Page 85 of 475
ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies
Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in respect of their (a) examination report
dated December 30, 2025, on the Restated Consolidated Financial Information, (b) report dated January 20, 2026 on
the statement of possible special tax benefits available to our Company and its Shareholders, included in this Red
Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring Prospectus.

Filing of Red Herring Prospectus

A copy of Red Herring Prospectus has been filed electronically through SEBI’s online intermediary portal at
[Link] in accordance with the SEBI ICDR Regulation and the SEBI Master Circular
SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023. Physical copies of this Red Herring Prospectus will
also be filed with the SEBI at:

Securities and Exchange Board of India

Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (E),
Mumbai - 400 051, Maharashtra.

A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act, 2013 would be filed with the RoC and a copy of the Prospectus to be filed under
Section 26 of the Companies Act, 2013 would be filed with the RoC and through the electronic portal at
[Link]

Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis of the
Red Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price Band. The Price
Band and the Minimum Bid Lot will be decided by our Company and Promoter Selling Shareholder, in consultation
with the Book Running Lead Manager, and advertised in all editions of Financial Express (a widely circulated English
national daily newspaper) and all editions of Jansatta (a widely circulated Hindi national daily newspaper) at least two
Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges for the
purposes of uploading on their respective websites. Pursuant to the Book Building Process, the offer Price shall be
determined by our Company and Promoter Selling Shareholder, in consultation with the Book Running Lead Manager
after the Bid/ Offer Closing Date.
All bidders (other than UPI Bidders and Anchor Investors) can participate in this offer only through the ASBA
process. Anchor Investors are not permitted to participate in the Offer through the ASBA process. In addition
to this, the ASBA Bidders may participate through the ASBA process by either (a) providing the details of their
respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs; or (b) in case
of UPI Investors, through the UPI Mechanism. Non-Institutional Investors with an application size of up to
₹ 5.00 lakhs shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form
submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and
Share Transfer Agents. Anchor Investors are not permitted to participate in the Offer through the ASBA
process. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all
individual bidders in initial public offerings whose application sizes are up to ₹ 500,000 shall use the UPI
Mechanism.
In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw
their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any
stage. Retail Individual Investors can revise their Bid(s) during the Bid/Offer Period and withdraw their Bid(s)
until the Bid/Offer Closing Date. Anchor Investors are not allowed to revise and/or withdraw their Bids after
the Anchor Investor Bidding Date. Except for Allocation to Retail Individual Investors, Non-Institutional
Investors, and the Anchor Investors, allocation in the Offer will be on a proportionate basis. For further details

Page 86 of 475
on the method and process of Bidding, see “Offer Structure” and “Offer Procedure” on pages 375 and 379,
respectively.
Each Bidder will be deemed to have acknowledged the above restrictions and the terms of the Issue, by
submitting their Bid in the Offer.
The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI, which are
subject to change from time to time. Investors are advised to make their own judgment about an investment through
this process prior to submitting a Bid.
Bidders were required to note that, the Offer is also subject to obtaining (i) the final approval of the RoC after the
Prospectus is filed with the RoC; and (ii) final listing and trading approvals of the Stock Exchanges, which our
Company shall apply for after Allotment as per the prescribed timelines in compliance with the SEBI ICDR
Regulations.
For further details on the method and procedure for Bidding, see “Terms of the Offer”, “Offer Structure” and “Offer
Procedure” on pages 368, 375 and 379, respectively.
Illustration of Book Building and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Terms of the Offer” and “Offer
Procedure” on pages 368 and 379, respectively.
Underwriting Agreement
After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus
with the RoC, our Company intend to enter into the Underwriting Agreement with the Underwriter for the Equity
Shares. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriter are subject to certain
conditions specified therein.
The Underwriting Agreement is dated []. The Underwriter have indicated their intention to underwrite the following
number of Equity Shares:
Name, address, telephone number Indicative Number of Equity Amount % of the Total
and e-mail address of the shares of face value of ₹ 5.00 Underwritten Issue Size
Underwriter each to be Underwritten (₹ in Lakhs)* Underwritten
[] [] [] []
Total [] [] []
*Will be updated in the prospectus upon determination of price through Book building process.

The above-mentioned is indicative underwriting and will be finalized after determination and finalization of the Basis
of Allotment and subject to the provisions of the SEBI ICDR Regulations.
In the opinion of the Board of Directors, the resources of the above-mentioned Underwriter are sufficient to enable
them to discharge their underwriting obligations in full. The abovementioned Underwriter are registered with SEBI
under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Company has entered
into the Underwriting Agreement dated [●].
Allocation of the Underwriter may not necessarily be in proportion to their underwriting commitment.
Notwithstanding the above table, the Underwriter shall be responsible for ensuring payment with respect to Equity
Shares allocated to investors procured by them. In the event of any default in payment, the Underwriter, in addition to
other obligations defined in the Underwriting Agreement, will also be required to procure subscribers or subscribe to
Equity Shares to the extent of the defaulted amount in accordance with and subject to the terms of the Underwriting
Agreement. The underwriting arrangement stated above shall not apply to the applications by the ASBA Bidders in
the Issue, except for ASBA Bids procured by any member of the Syndicate.
The Underwriting Agreement has not been executed as on the date of this Red Herring Prospectus and will be executed
after determination of the Offer Price and allocation of Equity Shares, but prior to filing the Prospectus with the RoC.

Page 87 of 475
 CAPITAL STRUCTURE

The Equity Share capital of our Company as on the date of this Red Herring Prospectus is as set forth below:

(₹ in lakhs)
Aggregate Aggregate
Particulars value at value at
Face Value Offer Price*
A AUTHORIZED SHARE CAPITAL(1)
8,80,00,000 Equity Shares of Face Value of ₹ 5.00 each 4,400.00 -

B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE ISSUE

6,13,94,384 fully paid up Equity Shares of Face Value of ₹ 5.00 each issued &
3,069.72 -
fully paid

C PRESENT OFFER IN TERMS OF THIS RED HERRING PROSPECTUS

Offer of up to 2,08,86,200 Equity Shares of face value of ₹ 5.00 each(2)(3) 1044.31 []
which includes:
Fresh Issue of up to 1,13,92,500 Equity Shares of face value of ₹ 5.00 each** 569.62 []
Offer for Sale of up to 94,93,700 Equity Shares of face value of ₹ 5.00 each** 474.69 []

D ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE OFFER

7,27,86,884 Equity Shares of Face Value of ₹ 5.00 each 3639.34 -

E SECURITIES PREMIUM
Before the Offer Nil
After the Offer(4) []
*To be updated upon finalization of the Offer Price
**Subject to finalization of Basis of Allotment.
(1) For details in relation to changes in the authorized share capital of our Company, see “History and Certain
Corporate Matters - Amendments to our Memorandum of Association in the last 10 years” on page 194.
(2) The Offer has been authorized by our Board of Directors pursuant to the resolution passed at their meeting dated
September 19, 2025 and our Shareholders have approved the offer pursuant to special resolution dated September
20, 2025.
(3) Promoter Selling Shareholder confirms that the Offered Shares have been held by such Promoter Selling
Shareholder for a period of at least one year prior to filing of this Red Herring Prospectus in accordance with
Regulation 8 of the SEBI ICDR Regulations and accordingly, are eligible for the Offer in accordance with the
provisions of the SEBI ICDR Regulations. The Promoter Selling Shareholder has confirmed and approved its
participation in the Offer for Sale as set out below:
Promoter Selling No. of Equity Shares Date of board Date of consent
S. No.
Shareholder offered in the Offer for Sale resolutions letter
1. Manika Khanna 94,93,700 September 29, 2025 September 22, 2025
For details on the consent of the Promoter Selling Shareholder in relation to the Offered Shares, see “Other
Regulatory and Statutory Disclosures” on page 359.
(4) Without adjusting for the offer expenses.

Class of Shares

As on date, our Company has only one class of Share Capital. i.e. Equity Shares of face value of ₹ 5.00 each only. All
equity shares are fully paid-up.

Further, our Company has no outstanding convertible instruments as on the date of this Red Herring Prospectus.

Page 88 of 475
 Notes to the Capital Structure

History of change in authorized Equity Share capital of our Company

1) The Initial Authorized Share Capital of ₹ 50,00,000 (Rupees Fifty lakhs) consisting of 5,00,000 (Five lakhs) Equity
shares of Face Value of ₹ 10.00 each was increased to ₹ 1,00,00,000 (Rupees One Crores) consisting of 10,00,000
(Ten Lakhs) Equity Shares of face value of ₹ 10.00 each pursuant to a resolution of the shareholders dated January
28, 2021.

2) The Authorized Share Capital of ₹ 1,00,00,000 (Rupees One Crores) consisting of 10,00,000 (Ten lakhs) Equity
shares of Face Value of ₹ 10.00 each was increased to ₹ 44,00,00,000 (Rupees Forty-Four crores) divided into
4,40,00,000 (Four crores forty lakhs) Equity Shares of ₹ 10.00 each pursuant to a resolution of the shareholders
dated July 23, 2024.

3) Clause V of the Memorandum of Association of our Company was amended to reflect the change in authorized
share capital of our Company from ₹ 44,00,00,000 (Rupees Forty four crores) divided into 4,40,00,000 (Four
crores forty lakhs) Equity Shares of face value of ₹ 10.00 each to ₹ 44,00,00,000 (Rupees Forty-Four crores)
divided into 8,80,00,000 (Eight crore eighty lakhs) Equity Shares of face value of ₹ 5.00 each on account of split
of Equity Shares pursuant to a resolution of the shareholders dated September 20, 2024.

1. Share Capital history of our Company

a. Equity Share Capital

The history of the equity share capital of our Company is set forth in the table below:

Face Cumulativ
Number Issue Cumulativ
value per e paid-up
Date of of equity price per Name of allottees & Number Nature of Nature of e number
equity equity
allotment shares equity of Equity shares allotted consideration allotment of equity
share share
allotted share(₹ ) shares
(₹ ) capital(₹ )
On Incorporation, 1. Manika Khanna : 47,500 Subscription to
50,000 10.00 10.00 Cash 50,000 5,00,000
March 24, 2015 2. Peeyush Khanna : 2,500 MOA
Private
March 29, 2021 9,40,232 10.00 10.00 1. Manika Khanna : 9,40,232 Other than cash 9,90,232 99,02,320
Placement
Total Equity
9,90,232 10.00 - - - - - -
Share Pre-Split
September 20,
9,90,232 5.00 N.A. NA NA Share split* 19,80,464 99,02,320
2024
Total Equity
Share Post-Split 19,80,464 5.00 - - - - - -
(A)
1. Manika Khanna : 5,90,10,960
2. Peeyush Khanna : 2,10,000
3. Vishad Khanna : 180,000
September 26, Bonus Issue
5,94,13,920 5.00 NA 4. Usha Khanna : 3,960 NA 6,13,94,384 30,69,71,920
2024 (Ratio 30:1)
5. Sarita Chotia : 3,000
6. Dhanesh Relan : 3,000
7. Harpreet Singh : 3,000
Total (B) 5,94,13,920 5.00 - - - - - -
Total (A+B) 6,13,94,384 5.00 - - - - - -
* The Company has split the face value of its Equity Share from ₹ 10.00 to ₹ 5.00 each pursuant to a resolution of the Board of Directors dated September
18, 2024 and a resolution of shareholders in Annual General Meeting dated September 20, 2024.

2. Issue of shares for consideration other than cash or by way of bonus issue or out of revaluation reserves

a) Our Company has not issued any Equity Shares out of revaluation reserves since its incorporation.

b) Except as stated below, our Company has not issued any Equity Shares for consideration other than cash or by
way of bonus issue, as on the date of this Red Herring Prospectus:

Page 89 of 475
 Number of
Date of Face value Issue price Reasons for
Name of allottees Shares
allotment per Share (₹ ) per Share (₹ ) allotment
allotted
Private
March 29, 2021 1. Manika Khanna 9,40,232 10.00 10.00
Placement
1. Manika Khanna : 5,90,10,960
2. Peeyush Khanna : 2,10,000
3. Vishad Khanna : 180,000 Bonus Issue
September 26,
4. Usha Khanna : 3,960 5,94,13,920 5.00 NA in the ratio
2024
5. Sarita Chotia : 3,000 of 30:1
6. Dhanesh Relan : 3,000
7. Harpreet Singh : 3,000

3. Issue of shares at a price lower than the Issue Price in the last year

Our Company has not issued any Equity Shares at a price which may be lower than the Offer Price, during a period
of one year preceding the date of this Red Herring Prospectus.

4. Issue of Equity Shares pursuant to schemes of arrangement

Our Company has not allotted any Equity Shares in terms of any scheme of arrangement approved under sections
391- 394 of the Companies Act, 1956 or sections 230-234 of the Companies Act, 2013.

5. Issue of Equity Shares under employee stock option schemes

As on the date of this Red Herring Prospectus, our Company does not have an employee stock option plan.

6. Build-up of Promoters shareholding, Minimum Promoter’s Contribution and lock-in

As on the date of this Red Herring Prospectus, our Promoters, Dr. Manika Khanna holds 6,09,73,900 Equity Shares,
Dr. Peeyush Khanna holds 2,21,092 Equity Shares and Vishad Khanna holds 1,86,000 Equity Shares equivalent
to 99.98% of the Equity Share capital of our Company on a fully diluted basis. All the Equity Shares held by our
Promoters were fully paid- up on the respective dates of allotment of such Equity Shares.

a) Build-up of the Equity Shareholding of our Promoters in our Company

The build-up of the Equity shareholding of our Promoters since incorporation of our Company is set forth below:

MANIKA KHANNA (also a Promoter Selling Shareholder)

Issue
Number of
Face price/
Equity % of the pre- % of the
Date of allotment/ Nature of value per Transfer
Shares Nature of transaction Offer capital post-Offer
transfer consideration Equity price per
allotted/ (%) capital (%)
Share (₹ ) Equity
transferred
Share (₹ )
On Incorporation
47,500 Subscription to MOA Cash 10.00 10.00 0.08 0.06
March 24, 2015
Allotment pursuant to Other than
March 29, 2021 9,40,232 10.00 NA 1.53 1.29
Private Placement cash
Transfer of Equity
(1,000) Shares by way of Gift to NA 10.00 NA Negligible Negligible
Peeyush Khanna
Transfer of Equity
September 03, (3,000) Shares by way of Gift to NA 10.00 NA Negligible Negligible
2024 Vishad Khanna
Transfer of Equity Negligible
(66) Cash 10.00 450.00 Negligible
Shares to Usha Khanna
Transfer of Equity Negligible
(50) Cash 10.00 450.00 Negligible
Shares to Sarita Chotia

Page 90 of 475
 Transfer of Equity
(50) Cash 10.00 450.00 Negligible Negligible
Shares to Dhanesh Relan
Transfer of Equity Negligible
(50) Cash 10.00 450.00 Negligible
Shares to Harpreet Singh
Total Equity
9,83,516 - NA 10.00 NA - -
share Pre-Split
September 20,
9,83,516 Share Split* - 5.00 - 1.60 1.35
2024
Total Equity
share Post-Split 19,67,032 - NA 5.00 NA - -
(A)
September 26, Bonus issue in the ratio of
5,90,10,960 NA 5.00 NA 96.12 81.07
2024 30:1
Transfer of Equity Shares
July 02, 2025 (4,092) by way of Gift to Gautam NA 5.00 NA Negligible Negligible
Anand
Total (B) 5,90,06,868 - - - - - -
Total (A+B) 6,09,73,900 - - 5.00 - 99.32 83.77
* The Company has split the face value of its Equity Share from ₹ 10.00 to ₹ 5.00 each pursuant to a resolution of the Board
of Directors dated September 18, 2024 and a resolution of shareholders in Annual General Meeting dated September 20,
2024.
PEEYUSH KHANNA
Issue
Number of
Face price/
Equity % of the pre- % of the
Date of allotment/ Nature of value per Transfer
Shares Nature of transaction Offer capital post-Offer
transfer consideration Equity price per
allotted/ (%) capital (%)
Share (₹ ) Equity
transferred
Share (₹ )
On Incorporation
2,500 Subscription to MOA Cash 10.00 10.00 Negligible Negligible
March 24, 2015
Transfer of Equity
September 03,
1000 Shares by way of Gift from NA 10.00 NA Negligible Negligible
2024
Manika Khanna
Total Equity 3,500
- NA 10.00 NA - -
Share Pre-Split
September 20,
3,500 Share Split* - 5.00 - 0.01 Negligible
2024
Total Equity
Share Post-Split 7,000 - NA 5.00 NA - -
(A)
September 26, Bonus issue in the ratio of
2,10,000 NA 5.00 NA 0.34 0.29
2024 30:1
Transmission of Shares
July 31, 2025 4,092 NA 5.00 NA Negligible Negligible
from Usha Khanna
Total (B) 2,14,092 - - - - - -
Total (A+B) 2,21,092 - - 5.00 - 0.35 0.29
* The Company Split the face value of its Equity Share from ₹ 10.00 to ₹ 5.00 each pursuant to a resolution of the Board of
Directors dated September 18, 2024 and a resolution of shareholders in Annual General Meeting dated September 20, 2024.
VISHAD KHANNA
Issue
Number of
Face price/
Equity % of the pre- % of the
Date of allotment/ Nature of value per Transfer
Shares Nature of transaction Offer capital post-Offer
transfer consideration Equity price per
allotted/ (%) capital (%)
Share (₹ ) Equity
transferred
Share (₹ )
Transfer of Equity
September 03,
3,000 Shares by way of Gift from NA 10.00 NA Negligible Negligible
2024
Manika Khanna
Total Equity 3,000
- NA 10.00 NA - -
Share Pre-Split
September 20,
3,000 Share Split* - 5.00 - Negligible Negligible
2024
Total Equity
Share Post-Split 6,000 - NA 5.00 NA - -
(A)
September 26, Bonus issue in the ratio of
180,000 NA 5.00 NA 0.29 0.24
2024 30:1

Page 91 of 475
 Total (B) 1,80,000 - - - - - -
Total (A+B) 1,86,000 - - 5.00 - 0.30 0.24
* The Company Split the face value of its Equity Share from ₹ 10.00 to ₹ 5.00 each pursuant to a resolution of the Board of
Directors dated September 18, 2024 and a resolution of shareholders in Annual General Meeting dated September 20, 2024.

b) As on date of this Red Herring Prospectus, none of the Equity Shares held by our Promoters are pledged.

7. Equity shareholding of our Promoter and Promoter Group

Set forth below is the equity shareholding of our Promoter and Promoter Group in our Company as on the date of
this Red Herring Prospectus, on a fully diluted basis:

Pre-Offer Post-Offer*
Equity Share Equity Share
Number of Number of
Sr. No. Name of shareholder capital (%) on a capital
Equity Equity
fully diluted (%)on a fully
Shares Shares
basis diluted basis
(A) Promoter
1. Manika Khanna 6,09,73,900 99.32% 5,14,80,200 70.73%
2. Peeyush Khanna 2,21,092 0.36% 2,21,092 0.32%
3. Vishad Khanna 1,86,000 0.30% 1,86,000 0.25%
Total (A) 6,13,80,992 99.98% 5,18,87,292 71.30%
(B) Promoter Group
4. Gautam Anand 4,092 Negligible 4,092 Negligible
Total (B) 4,092 Negligible 4,092 Negligible
Total (A+B) 6,13,85,084 99.98% 5,88,53,384 71.30%
* Subject to finalization of Basis of Allotment

8. Details of Promoter contribution and lock-in.

(a) Pursuant to Regulations 14 and 16(1) of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted
Post-Offer Equity Share capital of our Company held by the Promoter shall be locked in for a period of 3
(three) years as minimum promoters’ contribution from the date of Allotment (“Promoter Contribution”), and
the Promoters’ shareholding in excess of 20% of the fully diluted Post-Offer Equity Share capital shall be
locked-in for a period of 1 (one) year from the date of Allotment.

(b) Details of the Equity Shares to be locked-in for 3 (three) years from the date of Allotment as Promoters’
Contribution are set forth in the table below.

Date up to
Date of Issue/ Post-
No. of which the
allotment Face acquisition Offer
Name of the Nature of Equity Equity
of the value price per paid-up
Promoter transaction Shares Shares are
Equity (₹ ) Equity Share capital *
locked-in* subject to
Shares** (₹ ) (%)
lock-in
[●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●]
* Subject to finalization of Basis of Allotment.
** Equity Shares allotted / transferred to our Promoter were fully paid-up at the time of allotment /transfer

(c) Our Promoter has given consent to include such number of Equity Shares held by him/her as may constitute
20% of the fully diluted Post-Offer Equity Share capital of our Company as Promoter Contribution. Our
Promoter has agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner, the Promoter
Contribution from the date of filing this Red Herring Prospectus until the expiry of the lock-in period specified
above, or for such other time as required under SEBI ICDR Regulations, except as may be permitted, in
accordance with the SEBI ICDR Regulations.

Page 92 of 475
 (d) Our Company undertakes that the Equity Shares that shall be locked-in are not and will not be ineligible for
computation of Promoter Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. In this
connection, we confirm the following:

(i) The Equity Shares offered for Promoter Contribution do not include equity shares acquired in the three
immediately preceding years (a) for consideration other than cash involving revaluation of assets or
capitalization of intangible assets; or (b) resulting from a bonus issue of Equity Shares out of revaluation
reserves or unrealized profits of our Company or from a bonus issuance of equity shares against Equity
Shares, which are otherwise ineligible for computation of Promoter Contribution;

(ii) The Promoter Contribution does not include any Equity Shares acquired during the immediately
preceding one year at a price lower than the price at which the Equity Shares are being offered to the
public in the Issue;

(iii) Our Company has not been formed by the conversion of a partnership firm or a limited liability
partnership firm into a company and hence, no Equity Shares have been issued in the one year
immediately preceding the date of this Draft Red Herring Prospectus pursuant to conversion from a
partnership firm; and

(iv) The Equity Shares forming part of the Promoter Contribution are not subject to any pledge.

(v) All the Equity Shares held by our Promoter shall be held in dematerialized form.

9. Details of Equity Shares locked- in for six months

In terms of Regulation 17 of the SEBI ICDR Regulations, the entire Pre-Offer equity share capital of our Company
(other than the Promoter’s Contribution) and Equity shares held in excess of promoters contribution) will be
locked-in for a period of six months from the date of Allotment except for the Promoter Contribution which shall
be locked for a period as detailed above in 8(a) above.

10. Lock-in of Equity Shares Allotted to Anchor Investors

Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in the following
manner:

There shall be a lock-in of 90 days on 50% of the Equity Shares allotted to the Anchor Investors from the date of
allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares allotted to the Anchor Investors
from the date of allotment.

11. Recording on non-transferability of Equity Shares locked-in

As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the
Equity Shares locked-in are recorded by the relevant Depository.

12. Other requirements in respect of lock-in

Pursuant to Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-in may
be transferred to and amongst the members of our Promoter Group or to any new promoter, subject to continuation
of the lock-in in the hands of the transferees for the remaining period and compliance with the Takeover
Regulations, as applicable.

Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-in, as
mentioned above, may be pledged as collateral security for a loan granted by a scheduled commercial bank, a
public financial institution, NBFC-SI or a housing finance company, subject to the following:

Page 93 of 475
(a) With respect to the Equity Shares locked-in for six months from the date of Allotment, such pledge of the
Equity Shares must be one of the terms of the sanction of the loan.

(b) With respect to the Equity Shares locked-in as Promoter Contribution for 3 (three) years from the date of
Allotment, the loan must have been granted to our Company for the purpose of financing one or more of the
objects of the Offer, which is not applicable in the context of this Offer.

However, the relevant lock-in period shall continue post the invocation of the pledge referenced above, and
the relevant transferee shall not be eligible to transfer to the Equity Shares till the relevant lock-in period has
expired in terms of the SEBI ICDR Regulations.

In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by persons other than the
Promoters and locked-in for a period of six months from the date of Allotment in the Offer may be transferred
to any other person holding the Equity Shares which are locked-in, subject to continuation of the lock-in in
the hands of transferees for the remaining period and compliance with the Takeover Regulations. However, it
should be noted that the Offered Shares which will be transferred by the Promoter Selling Shareholder in the
Offer for Sale shall not be subject to lock-in.

(Remainder of this page intentionally left blank)

Page 94 of 475
 13. Shareholding Pattern of our Company

The table below presents the shareholding pattern of our Company as on the date of this Red Herring Prospectus.

Shareholdin
Numb g, as a % Number of
Number of
Num Number of Voting Rights held in each er of assuming Shares pledged
Sharehold Locked in
ber class of securities* shares full or otherwise
ing as a shares**
of Under conversion encumbered
% of total
No. of share lying of
number Number of
Partly s Outsta convertible
No. of fully Total no. of of shares Number of Voting Rights equity
No. of paid- unde nding securities
Cate Category of paid up shares held (calculate shares held
shareh up rlyin conver (as a
gory shareholder equity VII=IV+V d as per As a As a in
olders equity g tible percentage
shares held +VI SCRR,19 % of % of dematerial
shares Depo Total as a securit of diluted Num
57) total Numb total ized form
held sitor Othe % of ies share ber
Equity Shares er (a) shares
y rs Total (A+B+C) (inclu capital) (a)
As a % of Shares held held
Recei Class ding (XI)=(VII)+(
(A+B+C2) (b) (b)
pts Warra X)
nts) As a % of
(A+B+C2)
I II III IV V VI VII VIII IX X XI XII XIII XIV
Promoter and
(A) 4 6,13,85,084 - - 6,13,85,084 99.99 6,13,85,084 - 6,13,85,084 99.99 - 99.99 - - - - 6,13,85,084
Promoter Group
(B) Public 3 9,300 - - 9,300 0.01 9,300 - 9,300 0.01 - - - - - - 9,300
i. Sarita Chotia 1 3,100 - - 3,100 negligible 3,100 - 3,100 negligible - - - - - - 3,100
ii. Dhanesh Relan 1 3,100 - - 3,100 negligible 3,100 - 3,100 negligible - - - - - - 3,100
iii. Harpreet Singh 1 3,100 - - 3,100 negligible 3,100 - 3,100 negligible - - - - - - 3,100
Non -
(C) Promoter- Non - - - - - - - - - - - - - - - -
Public
Shares
(C1) - - - - - - - - - - - - - - - - -
underlying DRs
Shares held by
(C2) - - - - - - - - - - - - - - - - -
Employee Trusts
Total 7 6,13,94,384 - - 6,13,94,384 100.00 6,13,94,384 - 6,13,94,384 100.00 - 99.99 - - - - 6,13,94,384
*As on the date of this Red Herring Prospectus 1 Equity Share holds 1 vote. There is no voting right on the preference shares issued by our company.
**Shall be locked-in on or before filing of Prospectus with NSE, BSE, SEBI & RoC.

None of the Public Shareholder of the Company are related with the promoters/issuer/ directors in any capacity.

Page 95 of 475
14. Other details of Shareholding of our Company

(a) As on the date of the filing of this Red Herring Prospectus, our Company has 7 (Seven) Shareholders who
hold Equity Shares.

(b) Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, as
on the date of filing of this Red Herring Prospectus:

Sr. No. Name of the Shareholder No. of Equity Shares Equity Share capital (%)
1. Manika Khanna 6,09,73,900 99.32%
Total 6,09,73,900 99.32%

(c) Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, as
of 10 days prior to the date of filing of this Red Herring Prospectus:

Sr. No. Name of the Shareholder No. of Equity Shares Equity Share capital (%)
1. Manika Khanna 6,09,73,900 99.32%
Total 6,09,73,900 99.32%

(d) Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, as
of one year prior to the date of filing of this Red Herring Prospectus.

Sr. No. Name of the Shareholder No. of Equity Shares Equity Share capital (%)
1. Manika Khanna 6,09,77,992* 99.32%
Total 6,09,77,992 99.32%
*Post-split shares

(e) Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, as
of two years prior to the date of filing of this Red Herring Prospectus.

Sr. No. Name of the Shareholder No. of Equity Shares Equity Share capital (%)
1. Manika Khanna 9,87,732* 99.75%
Total 9,87,732 99.75%
*pre-split shares

15. Except for the allotment of Equity Shares without differential voting rights pursuant to the Fresh Issue, our
Company presently does not intend or propose to alter its capital structure for a period of six months from the
Bid/Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue of
Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity
Shares) whether on a preferential basis or by way of bonus issue of Equity Shares or on a rights basis or by way of
further public issue of Equity Shares or qualified institutions placements or otherwise.

16. There are no outstanding options or convertible securities, including any outstanding warrants or rights to convert
debentures, loans or other instruments convertible into our Equity Shares as on the date of this Red Herring
Prospectus.

17. All Equity Shares held by our Promoters are in dematerialized form as on the date of this Red Herring Prospectus.

18. As on the date of this Red Herring Prospectus, except for Dr. Manika Khanna, Dr. Peeyush Khanna & Vishad
Khanna, none of our other Directors or Key Management Personnel hold any Equity Shares of our Company. For
further details, please see “Our Management” on page 199.

19. None of the members of the Promoter Group, the Promoters, or the Directors and their relatives have purchased or
sold any securities of our Company during the period of six months immediately preceding the date of this Red
Herring Prospectus:

Page 96 of 475
20. There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company during
a period of six months immediately preceding the date of this Red Herring Prospectus.

21. Our Company, the Promoters, the Directors and the Book Running Lead Manager have no existing buyback
arrangements and or any other similar arrangements for the purchase of Equity Shares being offered through the
Offer.

22. All Equity Shares issued pursuant to the Offer shall be fully paid-up at the time of Allotment and there are no
partly paid-up Equity Shares as on the date of this Red Herring Prospectus.

23. As on the date of this Red Herring Prospectus, the Book Running Lead Manager and their respective associates
(as defined in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 do not hold any
Equity Shares of our Company. The Book Running Lead Manager and their affiliates may engage in the
transactions with and perform services for our Company in the ordinary course of business or may in the future
engage in commercial banking and investment banking transactions with our Company for which they may in the
future receive customary compensation.

24. Promoters or other members of our Promoter Group will not participate in the Offer except to the extent of their
participation in the Offer for Sale.

25. There will be no further issue of Equity Shares whether by way of issue of bonus shares, preferential allotment,
rights issue or in any other manner during the period commencing from filing of the Red Herring Prospectus with
SEBI until the Equity Shares are listed on the Stock Exchanges pursuant to the Offer or all application monies have
been refunded, or the application moneys are unblocked in the ASBA Accounts on account of non- listing, under-
subscription etc., as the case may be.

26. Our Company shall ensure that any transaction in the Equity Shares by our Promoters and our Promoter Group
during the period between the date of filing this Red Herring Prospectus and the date of closure of the Offer shall
be reported to the Stock Exchanges within 24 hours of such transaction.

27. No person connected with the Offer, including, but not limited to, the Book Running Lead Manager, the members
of the Syndicate, our Company, our Directors, our Promoters, members of our Promoter Group, shall offer or make
payment of any incentive, whether direct or indirect, in the nature of discount, commission and allowance, except
for fees or commission for services rendered in relation to the Offer, in any manner, whether in cash or kind or
services or otherwise, to any Bidder for making a Bid.

28. Neither our Company nor any of its Promoter Group or any other related entities have been involved in the act of
money mobilization in any manner. Further, no regulatory authority or agency has at any time sought any
information in any manner

29. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.

Page 97 of 475
 OBJECT OF THE OFFER

The Offer comprises a Fresh Issue of up to 1,13,92,500 Equity Shares aggregating up to ₹ [●] Lakhs and an Offer for
Sale of 94,93,700 Equity Shares aggregating up to ₹ [●] Lakhs by the Promoter Selling Shareholder.

Offer for Sale

The Promoter Selling shareholder will be entitled to the proceeds of the Offer for Sale after deducting its respective
proportion of the Offer related expenses and relevant taxes thereon. Our Company will not receive any proceeds from
the Offer for Sale and the proceeds received from the Offer for Sale will not form part of the Net Proceeds.

Fresh Issue

The Net Proceeds of the Fresh Issue, i.e. gross proceeds of the Fresh Issue less the issue expenses apportioned to our
Company (“Net Proceeds”) are proposed to be utilized in the following manner:

1) Funding capital expenditure towards establishment of New IVF Centers of our Company;
2) Repayment/pre-payment, in full or in part, of certain outstanding loans availed by our Company; and
3) General Corporate Purposes

(Collectively, herein referred as the “Objects”)

Our Company believes that listing will enhance our Company’s corporate image, brand name and create a public
market for its Equity Shares in India. It will also make future financing easier and affordable in case of expansion or
diversification of the business. Further, listing attracts interest of institutional investors as well as foreign institutional
investors.

The main objects clause of our Memorandum enables our Company to undertake the activities for which funds are
being raised in the offer. The existing activities of our Company are within the objects clause of our Memorandum.
The fund requirement and deployment are based on internal management estimates and has not been appraised by any
Bank or Financial Institution.

Net Proceeds

The details of the proceeds of the Fresh Issue are summarized in the table below:

Particulars (₹ ) in lakhs
Gross proceeds from the Fresh Issue# [●]
(Less) Fresh Issue related expenses* [●]
Net proceeds from the Fresh Issue [●]
#
To be finalized upon determination of the Offer Price and will be updated in the Prospectus at the time of filing with
the RoC.
*M/s S K G N & Associates LLP., Chartered Accountants, Statutory Auditor have vide certificate dated February 03,
2026 confirmed that till February 02, 2026, the Company has incurred a sum of ₹ 306.03 lakhs towards Issue
Expenses.

Utilization of Net Proceeds and Schedule of Deployment

As estimated by our management, the entire proceeds from the Fresh Issue shall be utilized as follows:

Page 98 of 475
 (₹ in lakhs)
Estimated Balance Deployment
Sr. Total
Particulars Fiscal Fiscal Fiscal
No. Funds
2026 2027 2028
1) Funding capital expenditure towards
establishment of New IVF Centers of our 5,000.00 2,631.58 2,105.26 263.16
Company
2) Repayment/pre-payment, in full or in part, of
certain outstanding loans availed by our Company; 2,000.00 2,000.00 - -
and
3) General Corporate Purposes# [●] [●] [●] [●]
Total Net Proceeds [●] [●] [●] [●]
#
To be finalized upon determination of the Offer Price and updated in the Prospectus at the time of filing with the RoC.

The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are
based on our current business plan, management estimates, current and valid quotations and other commercial and
technical factors. However, such fund requirements and deployment of funds have not been appraised by any bank,
or financial institution. We may have to revise our funding requirements and deployment on account of a variety of
factors such as our financial and market condition, business and strategy, competition, negotiation with vendors,
variation in cost estimates on account of factors, incremental pre-operative expenses and other external factors such
as changes in the business environment and interest or exchange rate fluctuations, which may not be within the control
of our management. This may entail rescheduling or revising the planned expenditure and funding requirements,
including the expenditure for a particular purpose at the discretion of our management, subject to compliance with
applicable laws. Our historical capital expenditure may not be reflective of our future capital expenditure plans.

In the event that the estimated utilization of the Net Proceeds in a scheduled fiscal year is not completely met, due to
the reasons stated above, the same shall be utilized in the next fiscal year, as may be determined by our Company, in
accordance with applicable laws. Subject to applicable laws, in the event of any increase in the actual utilization of
funds earmarked for the purposes set forth above, such additional funds for a particular activity will be met by way of
means available to us, including from internal accruals and any additional equity and/or debt arrangements. Further,
if the actual utilization towards any of the Objects is lower than the proposed deployment such balance will be used
for future growth opportunities including funding other existing objects of the Fresh Issue, if required and towards
general corporate purposes to the extent that the total amount to be utilized towards general corporate purposes will
not exceed 25% of the Gross Proceeds in accordance with the SEBI ICDR Regulations and in compliance with the
objectives as set out under “Objects of the Offer - General corporate purposes” below, and will be consistent with the
requirements of our business.

Means of Finance

The fund requirements set out for the aforesaid Objects of the Offer are proposed to be met entirely from the Net
Proceeds and Internal accruals. Accordingly, our Company confirms that there is no requirement to make firm
arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the
amount to be raised from the Fresh Issue and existing identifiable accruals as required under the SEBI ICDR
Regulations.

Utilization of Net Issue Proceeds

The proposed utilization of the Fresh Issue Proceeds is set forth in the table below:

Sr. No. Particulars (₹ ) in lakhs

1) Funding capital expenditure towards establishment of New IVF Centers of our Company 5,000.00
2) Repayment/pre-payment, in full or in part, of certain outstanding loans availed by our
2,000.00
Company; and
3) General Corporate Purposes* [●]
Total Net Proceeds [●]
*The amount to be utilized for general corporate purposes will not exceed 25.00% of the Fresh Offer Proceeds.

Page 99 of 475
Details of Objects of the offer.

1) Funding capital expenditure towards Establishment of New IVF Centers of our Company

Our company is engaged in IVF (In vitro fertilization) treatment in India and has presence in to several states with
Hub and spoke model over the years. The company operates 30+ locations, which comprises of 7 hubs (centers) and
28 spokes (company has entered into a strategic alliance with Spokes i.e Infertility Expertto achieve the mutual goal
of spreading awareness about ART and IVF treatment), for further details, see “Our Business” on page 163.

According to Infomerics Research Report, the Indian IVF market is expected to expand from USD 1.32 billion in
2024 to USD 4.54 billion by 2034, registering a robust CAGR of 13.13%. This implies India’s share of the global
market is set to rise from ~4.8% in 2024 to ~8.3% by 2034, positioning it as one of the fastest-growing IVF markets
worldwide.

Recognizing the opportunity, the Company therefore plans to increase its presence across India by establishing new
IVF center which will improve accessibility to high-quality IVF treatments for the pateints, particularly in underserved
regions. The Company has mapped its current and future expansion plan across India in order to ensure that IVF
services are accessible to a wider population, particularly in underserved regions, while optimizing resource
management. For further details, see “Our Business – Our growth Strategy” on page 164.

Our Company propose to establish 19 new IVF centers across India, for which the Company proposes to deploy an
amount of ₹ 5,000.00 lakhs towards the establishment of 10 new IVF centers proposed to be opened in Fiscal 2027, 8
new IVF centers proposed to be opened in Fiscal 2028 and 1 new IVF center proposed to be opened in Fiscal 2029.
Our Board by its resolution dated September 29, 2025 has approved the proposal for expansion of new IVF Center.

CARE Analytics and Advisory Private Limited (“CAAPL”) has been appointed for evaluation of Establishment of the
New Centers.

Justification of Opening 19 new IVF center

The journey of Dr. Manika Khanna began in 2009 with the establishment of her first IVF clinic, where she developed
deep clinical expertise in assisted reproductive technology until 2015. During this period, the foundation for building
a Pan-India IVF platform was laid. The expansion journey commenced with the launch of the Greater Kailash (Delhi)
center in 2016, followed by centers in Ludhiana in 2017, Patna in 2019, Mumbai in 2022, Bengaluru and Srinagar in
2023 and 2024, respectively. Over the years, Dr. Khanna’s transition from a dedicated doctor to Entrepreneur and
subsequently spear heading the business has been instrumental in building a strong management framework and a
proven, scalable business model.

Through this journey, Gaudium has evolved into a trusted brand in IVF treatment across major Indian cities, supported
by robust medical infrastructure, clinical expertise, and consistent success rates. Over the years, the Company has
developed and implemented comprehensive standard operating procedures (SOPs) to mitigate dependence on the star
doctor model, thereby ensuring consistency in clinical outcomes and operational excellence across centers.

The Company has demonstrated its expansion capabilities through the successful implementation of a hub-and-spoke
model, currently operating seven centers supported by 28 spoke locations. During its expansion journey, the Company
encountered and effectively addressed key business and operational challenges, enabling the development of a
standardized and replicable operating model across geographies.

With established systems, processes, and clinical protocols in place, the Company is now well-positioned to replicate
its proven SOP-driven model and expand. At this stage the company has proposed to enter 19 new locations based on
their internal assessment of various factors namely, demography, population, fertility rate, competition etc, expand
into additional regions, and scale operations while maintaining high standards of clinical outcomes and patient care.

The Company has successfully addressed region-specific challenges in the past relating to:

Page 100 of 475

  Human Resource Management
 Quality and Clinical Governance
 Operational Controls
 SOP-Driven Processes
 Development of a Non-Doctor-Centric Operating Model

Standardized SOP’s, proven and tested business model and past experience enables company to expand faster and
taking whole business to a new scale by entering new 19 location across India in a phased manner where 10 new IVF
centers are planned in Fiscal 2027, 8 new IVF centers in Fiscal 2028 and 1 IVF center in fiscal 2029. These 19 location
will be drive by hub and spoke model to penetrate underserved market.

The proposed expansion is aligned with industry growth, execution capability, referral strength, and long-term
scalability. Accordingly, the planned expansion represents a prudent, data-driven, and experience-backed growth
strategy.

Furthermore, following are the factors supporting expansion plan:

i. Market growth: According to Infomerics Research Report, the Indian IVF market is rapidly expanding, driven
by increasing infertility rates, greater awareness, and technological advancements, with a projected growth to USD
4.54 billion by the year FY34 reflecting of CAGR of 13.13%.

ii. Favorable Environment: According to Infomerics Research Report, Government initiatives, growing medical
tourism and pocket friendly advance treatment, provides a supportive environment for expansion. In the United
States, IVF treatments can range from $15,000 to $20,000, while in India, the same procedures are available for
approximately $3,000 to $4,000. This stark price difference has attracted numerous international clients seeking
affordable options

iii. Population and Demography: According to Infomerics Research Report, According to the World Bank, India’s
population is estimated to have reached approximately 1.44 billion in 2024, reaffirming its position as the world’s
most populous country, ahead of China. India has one of the youngest populations globally, nearly one-fifth of the
world’s youth resides in India with median age of around 29 years. Urbanization, too, is transforming India’s socio-
economic fabric. The urban population rose from 413 million in 2013 (32% of total population) to 519.5 million
in 2023 (36.4%), and further to approximately 535 million in 2024 (36.9%). Change in demography, high career
aspiration, increasing lifestyle diseases, late marriages and delayed parenthood is continuously impacting health
of young population in India.

iv. Fertility: Fertility rate in India continues to decline over the past years, fertility rate in 16 states including union
territories is below 1.8 which is a cause of concern. Company has strategically chosen 19 locations where the
fertility rate is low, ranging from 1.1 to 1.9 based on National Family Health Survey NFHS 5, 2019-21.

v. Competition: The Company has internally assessed the competitive landscape by evaluating key parameters such
as market penetration, geographic presence, pricing strategy, clinical advancements and medical infrastructure.
The IVF industry in India remains largely fragmented and partially unorganized, with numerous standalone clinics
operating alongside organized chains and hospital-based fertility centers. Furthermore, several Tier-2 and Tier-3
cities remain underserved, with limited access to established brands and advanced medical expertise, thereby
presenting both competitive challenges and growth opportunities.

vi. Brand Trust: The success of the initial seven centers has established strong brand recognition and patient trust,
facilitating easier market entry for new centers. In India, market is fragment and unorganized and in such a market,
brand reputation, clinical credibility, and patient trust play a critical role in influencing treatment decisions of
patient.

Page 101 of 475

vii. Experience & Efficiency: The Company has refined its operations and business model over the last decade,
making it easier to scale new centers efficiently by implementing proven and tested SOP’s.

Our Company has currently not identified the premises where the new IVF treatment will be established, however the
same will be undertaken basis an analysis primarily focused on the demographics of such location, accessibility,
existing businesses in the surrounding areas, etc. We further confirm that no portion of the issue proceeds will be
utilised or earmarked towards the establishment of these facilities until the premises are finalized.

We are in the process of identifying and finalizing the specific locations for our proposed new center in the towns
mentioned herein below:

Center Fiscal 2027 Fiscal 2028 Fiscal 2029

Phase- I
Delhi 1.00 -
Noida 1.00 -
Gurgaon 1.00 -
Lucknow 1.00 -
Indore 1.00 -
Nagpur 1.00 -
Vizag 1.00 -
Surat 1.00 -
Pune 1.00 -
Hyderabad 1.00 -

Phase-II
Chennai - 1.00
Mumbai - 1.00
Kolkata - 1.00
Ahmedabad - 1.00
Cochin - 1.00
Coimbatore - 1.00
Jaipur - 1.00
Guwhati - 1.00
Kanpur - - 1.00
Total center 10 8 1

Cost of Project for New IVF Centre and Deployment of Funds

The details of the total estimated costs to be incurred for establishing New IVF Centres are as follows:

(₹ in lakhs)
Particulars Fiscal 2026 Fiscal 2027 Fiscal 2028 Total
Civil/ Leasehold Improvements 1,126.98 901.58 112.70 2,141.26
Equipment 1,504.60 1,203.68 150.46 2,858.74
Total Hard Cost (A) 2,631.58 2,105.26 263.16 5,000.00

Break-up of the estimated costs

The detailed breakup for the cost of establishment of each center is as follows:

Civil Cost for each centre

a) The civil cost mentioned below is for per centre.

Page 102 of 475

b) During the Fiscal 2026 the total cost estimated is ₹ 1,126.98 Lakhs (₹112.698 lakhs * 10 center), the center will
be operational from Fiscal 2027.
c) During the Fiscal 2027 the total cost estimated is ₹ 901.58 Lakhs (₹112.698 lakhs * 8 center), the center will be
operational from Fiscal 2028.
d) During the Fiscal 2028 the total cost estimated is ₹ 112.70 Lakhs (₹112.698 lakhs * 1 center), the center will be
operational from Fiscal 2029.

Amount
S. No. Description Unit Quantity Rate (₹ In
Lakhs)
1 WOOD WORKS (doors, windows & glazing)
(Quoted Rates are for all levels, leads and lifts)
1.1 Flush door
(a) Of size 900mmx2400mm Nos. 7.00 48000.00 3.36
(b) Of size 750mmx2400mm Nos. 5.00 40000.00 2.00
(c) Of size800mmx2100mm Nos. 3.00 36150.00 1.08
(d) Of size900mmx2100mm Nos. 3.00 42000.00 1.26

1.2 Glass Door Shutter and Fixed Glazing

(A) Frameless glass swing door
i OPD cabins Sq. ft. 90.00 450.00 0.40
Fixed glazing made of 12mm thick clear float glass
(B)
(toughened)
i OPD cabins Sq. ft. 330.00 250.00 0.82

Total carried over to summary 8.93

2.0 STONE & TILEWORKS
2.1 Stone flooring
18 mm thick and joints with matching slurry, edge and diamond
2.1.1 Sq. ft. 2000.00 650.00 13.00
polished.

(a) Common area

2.2 Stone Skirting
18 mm Lady Grey (SA), joints with matching slurry, edge, and
2.2.1
diamond polished.

(A) 100mm high skirting Sq. ft. 37500 650.00 2.44

2.3 Toilet flooring
(A) Providing & Fixing tile in the flooring Sq. ft. 123.00 250.00 0.31

2.5 Tile Dado

Providing and laying tiles in cladding/ dado/ jamb/ soffit/ cill of
uniform thickness, size, shade and pattern.
a Kitchen Wall Sq. ft. 182.00 150.00 0.27
b Kitchen Floor Sq. ft. 65.00 150.00 0.10
C Toilet walls Sq. ft. 615.00 250.00 1.54
Total carried over to summary 17.66

3 PARTITION & PANELLING

3.1 PLY-Board partition-single sided (BOXED STRUCTURE)

Fixing 12mm ply partition with wooden framework and coves. Sq. ft. 117.00 450.00 0.53

3.2 PLY-Board Paneling with skinning/cladding

Ply partition with framework, finished.

3.2.1 1.0 mm thick Laminate Paneling

(a) OPD cabins Sq. ft. 357.00 750.00 2.68

Page 103 of 475

 Amount
S. No. Description Unit Quantity Rate (₹ In
Lakhs)
3.2.2 12mm ply paneling with wooden framework and metal fluting
(a) Reception & waiting Sq. ft. 225.00 850.00 1.91

Total carried over to summary 5.12

4 PART F: FALSE CEILING WORKS

4.1 P.O.P+XPM False ceiling
Fixing false ceiling with gypsum board & Fixing gypsum
ceiling with joints, fixtures.
i All areas Sq. ft. 3000.00 220.00 6.60

Total carried over to summary 6.60

5 FINISHING WORKS
Quoted rate includes all heights, levels, chasing.
5.1 POP punning
Applying 12mm plaster of Paris for smooth finish. Sq. ft. 1500.00 35.00 0.52

5.2 Paint
a) Preparing and painting walls/ceilings with emulsion.
Extra over item 5. 2 a above of plastic emulsion paint for pastel
b)
color.
5.2.1 Royale Emulsion
Applying 3 coats washable premium emulsion paint.
(a) Walls Sq. ft. 3600.00 55.00 1.98
(b) Ceiling Sq. ft. 3100.00 50.00 1.55

5.2.2 Texture Paint on walls Sq. ft. 578.00 184.00 1.06

Total carried over to summary 5.11

6 CIVIL WORKS

6.1 4.5" BRICK WORK

115mm thick brick masonry with class 100 bricks. Sq. ft. 310.00 175.00 0.54

Total carried over to summary 0.54

7 ELECTRICAL
7.1 Electrical works including wiring, switches, and devices. Sq. ft. 3000.00 275.00 8.25
7.2 Providing & Fixing of Lights
a TISVA (12WPanel Light) no. 135.00 525.00 0.71
b Track Lights 5.00
c OT lights no. 2.00 75000.00 1.50

Total carried over to summary 15.46

8 PLUMBING
Toilet plumbing with UPVC pipes and fixtures. L.S 0.50
Total carried over to summary 0.50

9 HVAC
Provision and installation of AC copper piping and drain pipes.
9.1 AC Works TR 20.00 50000.00 10.00
9.2 Fresh air & Exhaust system L.S. 0.33
Total carried over to summary 10.33

Page 104 of 475

 Amount
S. No. Description Unit Quantity Rate (₹ In
Lakhs)

10 MISCELLANEOUS
(Quoted Rates are for all heights, depths, levels, leads and lifts)
10.1 FURNITURE
(a) Reception Desk Nos. 1.00 200000.00 2.00
(b) waiting lounge furniture Nos. 1.00 450000.00 4.50
(c ) executive desks Nos. 3.00 115000.00 3.45
(d ) chairs Nos. 12.00 18000.00 2.16
(e ) storage Sq. ft. 256.00 1800.00 4.60

10.4 Toilet Accessories

Providing & Fixing the following fixtures & fittings of
approved make .Fixtures shall be provided by the client
1.00 Floor trap (Chilly) Nos. 4.00 750.00 0.03
2.00 Toilet roll holder Nos. 4.00 2000.00 0.08
3.00 Bottle trap Nos. 2.00 1650.00 0.03
4.00 Angle Valve Nos. 4.00 600.00 0.02
5.00 Health Faucet Nos. 4.00 2200.00 0.09
6.00 Hand dryer Nos. 2.00 7500.00 0.15
7.00 Tissue paper dispenser Nos. 2.00 6500.00 0.13
10.5 signage
Providing & Fixing of internal & external signage L.S. 3.50
Total carried over to summary 20.75
Total A 91.00
Add 18% GST 16.38
Grand Total 107.39
Professional Fees* 5.31
Total Cost per center 112.70
Note: The above quotations is received from M/s AJDA, Architecture & Interior Consultant dated September 05, 2025
which are valid till March 31, 2026. The total estimated area of our new centers is 3,000 sq. ft.
*Further, the vendor will charge a professional fee of Rs. 150/sq. ft. amounting to Rs. 5.31 lakhs (inclusive of GST
@18.00%)

Equipment

a) The equipment cost mentioned below is for per centre.

b) During the Fiscal 2026 the total cost estimated is ₹ 1,504.60 Lakhs (₹150.46 lakhs * 10 center), the center will
be operational from Fiscal 2027.
c) During the Fiscal 2027 the total cost estimated is ₹ 1,203.68 Lakhs (₹150.46 lakhs * 8 center), the center will be
operational from Fiscal 2028.
d) During the Fiscal 2028 the total cost estimated is ₹ 150.46 (₹150.46 lakhs * 1 center), the center will be
operational from Fiscal 2029.
(₹ in Lakhs)
Standa
Sr. GST
Product Model Brand Make Qty. rd GST Total
No (%)
Price
Andrology Laminar Air
Andro Shinel
1 Flow - 3 x 2 – with India 1 2.25 12 2.52 2.52
max 3 ife
Monitor
MLX Magn
2 Andrology Microscope India 1 0.85 18 1.00 1.00
Tr us
Camera set with FGC Wisen Wiesn Israe
3 2 0.55 18 0.65 1.30
Card et et l
4 Andrology Centrifuge R8C Remi India 1 0.50 18 0.59 0.59

Page 105 of 475

 Standa
Sr. GST
Product Model Brand Make Qty. rd GST Total
No (%)
Price
Sper Sperm
Sperm Counting
5 m Proce India 1 0.75 12 0.84 0.84
Chamber
Meter ssor
Delta
Digital Test Tube Shinel
6 Warm India 3 0.45 12 0.50 1.51
Warmer ife
er
Heating Plate for Shinel
7 HPT India 1 0.57 12 0.64 0.64
container ife
Andro Shinel
8 Anxdrology Incubator India 1 0.85 18 1.00 1.00
INC ife
Alfa Series Clean Air ALF Shinel
9 India 1 6.75 12 7.56 7.56
Integrated LAF (4 X2) A T4 ife
Aspir
Shinelife Digital Suction Shinel
10 e India 1 3.50 12 3.92 3.92
Pump ife
100D
Aspir
Shinelife Analog Suctin Shinel
11 e India 1 2.25 12 2.52 2.52
Pump for Back up ife
100A
Herac
Therm Gem
12 CO2 Incubator ell 1 8.75 18 10.33 10.33
o any
150i
Double Stage CO2 Weld Weld
13 India 2 0.25 18 0.30 0.59
Regulator & N2 Regu. Cut Cut
SMZ7 Japa
14 Stereozoom Microscope Nikon 1 3.50 18 4.13 4.13
45 T n
Planer Benchtop Mark
15 Planer UK 1 8.45 12 9.46 9.46
Incubator II
FreyG
IVFtech Benchtop IVFte Den
16 en 1 19.50 18 23.01 23.01
Incubator 6 Chamber ch mark
IVF 6
TBC Shinel
17 CO2 Incubator Table India 2 0.45 18 0.53 1.06
II ife
Gas
Auto Gas Changeover Shinel
18 Cange India 2 2.25 18 2.66 5.31
Unit for Incubator ife
r
Shineli Shinel
19 Inline Filters India 2 0.45 18 0.53 1.06
fe ife
Ti 2
ICSI (RI) - Nikon or Nikon
with Japa
20 Olympus with RI with 1 25.00 12 28.00 28.00
Integra n
Micromanipulator RI
3
Shinel
21 ICSI Cabinet Alfa 4 India 1 3.20 12 3.58 3.58
ife
Satur
n
22 Laser Hatching System RI UK 1 22.00 18 25.96 25.96
Activ
e5
Shinel
23 Positive Pressure Unit PPU India 1 1.85 12 2.07 2.07
ife
Shinel
24 Return Blower India 1 0.55 12 0.62 0.62
ife
25 Cryocan 11 Ltr BA 11 IBP India 1 0.45 18 0.53 0.53
26 Cryocan 26 Ltr TA 26 IBP India 1 0.62 18 0.73 0.73
27 Cryocan - 47 Ltr J 12 IBP India 1 0.95 18 1.12 1.12
28 CO2 Calibration G 100 Geote India 1 3.50 18 4.13 4.13

Page 106 of 475

 Standa
Sr. GST
Product Model Brand Make Qty. rd GST Total
No (%)
Price
Analyser ch
Micro
Ther Micro
29 Temperature Analyser India 1.57 18 1.85 1.85
ma Therma 1
II
Horib Horib Japa
30 pH meter 1 1.77 18 2.09 2.09
a a n
Shinel
31 Lab Monitoring Device Lab+ ife India 1 1.20 18 1.42 1.42
Total 125.53 150.46
Note: The above quotations are received from M/s Shinelife Meditec LLP dated September 05, 2025 which are valid
till March 31, 2026.

Application of Products;

Sl. No. Product Application of Product

1 Andrology Laminar Air To provide a sterile, particle-free working area for handling semen samples
Flow - 3 x 2 – with and andrology media.
Monitor
-Protects samples from microbial contamination during:
-Semen analysis
-Sperm washing
-Density gradient centrifugation
-Sperm preparation for intrauterine insemination (IUI) or in vitro
fertilization (IVF).
2 Andrology Microscope Main applications of an andrology microscope:

1. Semen Analysis

Sperm count: Determining the concentration of sperm cells in semen.

Motility assessment: Evaluating how well sperm move (progressive, non-

progressive, or immotile).

Morphology studies: Observing the shape and structure of sperm to identify

abnormalities.

Vitality testing: Distinguishing between live and dead sperm cells.

2. Cryopreservation Studies

Monitoring sperm before and after freezing and thawing to assess viability
and motility.
3 Camera set with FGC Card A camera set with an FGC card in IVF is primarily a high-resolution
imaging and recording system that improves precision, documentation,
monitoring, and research in embryology.
4 Andrology Centrifuge 1. Semen Sample Preparation

Used to separate sperm cells from seminal plasma after liquefaction.

Helps in removing debris, dead cells, and seminal fluid that may interfere
with sperm analysis or assisted reproduction procedures.

Page 107 of 475

Sl. No. Product Application of Product
2. Sperm Washing

In procedures such as intrauterine insemination (IUI) or in vitro fertilization

(IVF), sperm must be “washed” to remove prostaglandins, leukocytes, and
other substances.

Centrifugation allows sperm to pellet at the bottom of the tube, after which
the supernatant (seminal plasma) is discarded and replaced with a clean
culture medium.

3. Sperm Separation and Gradient Centrifugation

Used in density gradient centrifugation, a technique that separates motile,

morphologically normal sperm from immotile or abnormal ones.

4. Sperm Concentration Adjustment

Allows concentration of sperm to desired levels for:

IUI (intrauterine insemination)

IVF (in vitro fertilization)

ICSI (intracytoplasmic sperm injection)

5. Sperm Cryopreservation Preparation

Before freezing sperm samples, centrifugation is used to remove seminal

plasma and replace it with a cryoprotectant medium.
5 Sperm Counting Chamber The main applications of a sperm counting chamber:

1. Sperm Concentration Measurement

Used to count the number of spermatozoa per milliliter of semen.

Provides a quantitative measure of sperm density (e.g., millions per mL).

Essential for evaluating male fertility potential.

2. Sperm Motility Assessment

The chamber allows observation of motile vs. immotile sperm under the
microscope.

Helps in determining:

Percentage of motile sperm

Type of motility (progressive, non-progressive, or immotile)

3. Semen Quality Evaluation

Part of a routine semen analysis in fertility clinics or andrology labs.

Page 108 of 475

Sl. No. Product Application of Product
Helps assess overall sperm health by combining data on count, motility,
and morphology.

4. Sperm Morphology Studies

Some chambers are used to examine shape and structural abnormalities in

spermatozoa under the microscope.
6 Digital Test Tube Warmer A digital test tube warmer is used in IVF and IUI treatments to maintain
samples like semen, oocytes, and culture media at a consistent, precise
temperature of 37°C outside of a standard incubator.
7 Heating Plate for A heating plate provides a stable, physiological temperature (typically
container 37°C) for culture dishes, test tubes, or other containers used during IVF
procedures. This ensures that the biological materials remain in conditions
similar to the human body, preventing temperature-induced stress or
damage to oocytes, sperm, and embryos.

During Oocyte Collection: Keeps collected oocytes at 37°C before

fertilization.

During Micromanipulation: Provides a warm surface under the microscope

for procedures like ICSI (Intracytoplasmic Sperm Injection).

During Embryo Handling/Transfer: Maintains embryo culture dishes at

body temperature when moving between workstations or incubators.

8 Andrology Incubator Key applications in andrology

Sperm sample preparation & maintenance: After semen collection, the

sperm may need to be processed (e.g., sperm washing for IUI/IVF) and kept
at precise temperature so as not to degrade motility or viability.

Culture or incubation of sperm under optimal conditions: For advanced

testing such as sperm DNA fragmentation, motility/functional assays, etc.,
maintaining correct temperature (≈ 37 °C) is critical.

Stabilising environmental conditions: The incubator helps protect the

sample from fluctuations (temperature, contamination, etc) which could
impair sperm quality. For example, a tender document for an IVF lab
specified an “andrology incubator bench top … precise temperature control
37 °C ±0.5 °C”.
[Link]

Quality control: Ensuring sperm samples are held in standardised

conditions enables reproducible assessments of motility, morphology,
viability, and other sperm parameters.
9 Alfa Series Clean Air Deploying a large‐ footprint laminar airflow clean-air module (4 × 2)
Integrated LAF (4 X2) within an IVF laboratory provides a controlled clean zone for critical
embryology work. It supports better air quality, improved stability, reduced
contamination risk — all of which contribute to better outcomes in IVF
cycles. Implementation, however, requires careful integration with the lab’s
HVAC, workflow, validation and maintenance.
10 Shinelife Digital Suction Brief applications include:
Pump
Respiratory Care:

Page 109 of 475

Sl. No. Product Application of Product

Clearing airway secretions in patients with respiratory distress, pneumonia,

or during mechanical ventilation.

Suctioning tracheostomy or endotracheal tubes.

Surgical Procedures:

Removing blood, fluid, or exudate from the operative field to maintain

visibility.

Used in minor or major surgeries for continuous fluid management.

Wound Management:

Assisting in negative pressure wound therapy (NPWT) to remove exudate

and promote healing.

Emergency and Critical Care:

Rapid clearing of airways in emergency situations like choking or trauma.

Portable digital pumps allow precise suction in ambulances or ICU.

Precision and Monitoring:

Digital controls prevent excessive suction, reducing tissue damage.

11 Shinelife Analog Suctin
Pump for Back up 1. Backup During Oocyte Retrieval

Manual suction maintains negative pressure for follicular aspiration if the

electronic pump fails.

Allows retrieval of eggs without delay, preventing loss of valuable oocytes.

2. Controlled Aspiration

Analog pumps allow fine control of suction pressure by the operator,

minimizing the risk of follicle collapse or oocyte damage.

Ideal for delicate cases, e.g., small or fragile follicles

12 CO2 Incubator A CO₂ incubator plays a crucial role in in vitro fertilization (IVF) by
providing an optimal environment for the growth and development of
embryos outside the human body. Its application can be summarized as
follows:

1. Maintaining Physiological Conditions:

The incubator maintains a controlled temperature (usually 37°C), humidity,

and CO₂ concentration (around 5–6%) to mimic the natural conditions of
the female reproductive tract.

The CO₂ helps maintain the pH of the culture medium, which is critical
for embryo viability.

Page 110 of 475

Sl. No. Product Application of Product
2. Supporting Embryo Development:

Eggs and embryos are cultured in specialized media inside the incubator.

A stable environment ensures proper cell division, blastocyst formation,

and overall embryo quality.

3. Minimizing Stress:

By reducing fluctuations in temperature, gas composition, and pH, the

incubator minimizes stress on gametes and embryos, increasing the
likelihood of successful implantation.
13 Double Stage CO2 Double-Stage CO₂ Regulator-
Regulator & N2 Regu.
Maintains precise CO₂ levels in incubators and culture media.
Critical for controlling pH in embryo culture media (CO₂ reacts with
bicarbonate to maintain physiological pH ~7.2–7.4).

N₂ (Nitrogen) Regulator-

Provides nitrogen gas to maintain an inert atmosphere in tri-gas incubators

(CO₂ + O₂ + N₂ ).

Helps adjust oxygen concentration (typically 5%) to mimic in vivo

conditions in the female reproductive tract

14 Stereozoom Microscope A stereozoom microscope (also called a stereomicroscope with zoom

capability) is widely used in In Vitro Fertilization (IVF) laboratories
because it provides a 3D, high-resolution view at variable magnifications.
Here’s a brief overview of its applications in IVF:

1. Oocyte (Egg) Retrieval and Assessment

Helps embryologists identify and select mature oocytes from the follicular
aspirate.

Allows detailed inspection of the zona pellucida, cytoplasm, and polar body
to assess oocyte quality before fertilization.

2. Embryo Handling and Manipulation

Used during micromanipulation procedures such as ICSI or assisted

hatching.

Provides precise 3D visualization to prevent damage to oocytes or embryos.

3. Embryo Quality Assessment

Allows observation of cell division, fragmentation, and blastocyst

formation at early stages.

Helps select the most viable embryos for transfer or cryopreservation.

4. Cryopreservation

Page 111 of 475

Sl. No. Product Application of Product
Facilitates careful handling of oocytes and embryos during vitrification and
thawing, reducing mechanical stress
15 Planer Benchtop Incubator A planer benchtop incubator in IVF (In Vitro Fertilization) treatment is
used primarily to create and maintain an optimal environment for gametes
(sperm and eggs) and embryos outside the human body.

Here’s a brief application summary:

1. Controlled Culture Conditions:

Maintains stable temperature (typically 37°C), CO₂ concentration (5–6%),

and humidity, which are crucial for cell survival and embryo development.

2. Embryo Culture:

Provides a protected environment for fertilized eggs to develop into

embryos before transfer to the uterus.

Supports early cleavage and blastocyst formation by mimicking in vivo

conditions.

3. Fertilization Monitoring:

Allows embryologists to monitor fertilization and early embryo growth

under sterile, controlled conditions without disturbing the culture.

4. Reduced Contamination Risk:

Benchtop design ensures a compact, closed system, minimizing the chance

of contamination compared to larger, shared incubators
16 IVFtech Benchtop Post‑ fertilisation embryo culture
Incubator 6 Chamber
After 112ertilization (either via standard IVF or ICSI), embryos are placed
in culture dishes and incubated. The six‑ chamber system allows multiple
sets of embryos (e.g., from different patients or different culture conditions)
to be incubated simultaneously under tightly controlled conditions. The
independent chambers also reduce risk of cross‑ contamination.

Extended culture to blastocyst stage

Many clinics culture embryos to Day 5/6 (blastocyst) before transfer or

freezing. The stable temperature and gas environment provided by the
incubator support optimal embryo development (gas: lower O₂ ,
appropriate CO₂ ; temperature ~37 °C). The datasheet mentions its use for
culture up to blastocyst (N5/N6)
17 CO2 Incubator Table A CO₂ incubator table is essentially a structured workflow layout for
placing multiple CO₂ incubators and related equipment used in IVF labs.
Its application ensures optimal conditions for embryo and gamete culture.

1. Maintaining Physiological Conditions:

Embryos and oocytes require a stable environment: 37°C, 5–6% CO₂ , and
controlled humidity.

Page 112 of 475

 Sl. No. Product Application of Product
The incubator table organizes incubators to minimize fluctuations and
contamination risk.

2. Workflow Optimization:

Multiple incubators on a table allow simultaneous culture of different

patient samples, improving lab efficiency.

Segregation of incubators helps prevent cross-contamination.

3. Monitoring and Safety:

The table often incorporates temperature and CO₂ monitoring systems,

alarms, and sometimes backup gas systems.

Provides a structured setup for lab personnel to safely handle sensitive IVF
materials
18 Auto Gas Changeover To ensure a continuous, uninterrupted supply of specialized gas mixtures,
Unit for Incubator which is vital for maintaining the stable environment necessary for optimal
embryo development.
19 Inline Filters To purify the gases supplied to incubators, protecting delicate oocytes and
embryos from harmful contaminants like VOCs, bacteria, and dust.
20 ICSI (RI) - Nikon or It is used to fertilize the gametes sperm and occyte to make embryo by
Olympus with RI injecting sperm into occyte(egg).
Micromanipulator
21 ICSI Cabinet To provide a controlled, sterile, and stable environment for performing the
highly delicate intracytoplasmic sperm injection (ICSI) procedure
22 Laser Hatching System To improve embryo implantation by using a laser to create a small opening
in the embryo's outer shell, the zona pellucida
23 Positive Pressure Unit To create a highly controlled and clean environment essential for the
delicate handling and culture of gametes (sperm and eggs) and embryos.
24 Return Blower To circulate air back through a series of high-efficiency filters to maintain
an ultra-clean, controlled, and stable environment for handling gametes
(eggs and sperm) and embryos.
25 Cryocan 11 Ltr It is used to freeze the samples like sperms, oocytes, embryos.
26 Cryocan 26 Ltr It is used as a storage can for liquid nitrogen
27 Cryocan - 47 Ltr It is used to freeze the samples like sperms, oocytes, embryos. It’s a jumbo
can.
28 CO2 Calibration It is used to analyses CO2 concentration in the CO2 Incubators.
Analyzer
29 Temperature Analyzer It is used to analyses temperature of different lab equipment to maintain it
at 37°C.
30 pH meter It is used to monitor the pH of media kept in the incubator
31 Lab Monitoring Device It is helpful in monitoring different lab. Parameters like CO2, VOC,
Humidity, Temperature etc.

All quotations received from the aforementioned vendors are valid as on the date of this Red Herring Prospectus. We
have not entered into any definitive agreements with any vendors for the matters set out above. Accordingly, there
can be no assurance that the estimates received will not change at the time of entering into definitive agreements with
them, and consequently there can be no assurance that we will enter into definitive agreements with the same vendors
from whom we have received such estimates. If there is any increase in costs, the additional costs shall be paid by us
from our internal accruals.

Page 113 of 475

 Government Approvals

In relation to this proposed Object, we are required to obtain certain approvals and/or licenses, which are routine in
nature, from certain governmental or local authorities, which include Building Plan Approval, Medical Council
Registration, Clinical Establishment Act Registration, Fire Safety Certificate, Bio-Medical Waste Management
Authorisation. We will apply for such approvals for our new centres, as applicable, in the ordinary course and in
accordance with applicable laws. For further details, see “Key Regulations and Policies in India” and “Government
and Other Statutory Approvals” on pages 182 and 327 respectively.

2) Repayment/pre-payment, in full or in part, of certain outstanding loans availed by our Company

Our Company has entered into various financing arrangements from time to time, with HDFC Bank. The financing
arrangements availed by our Company include term loans and working capital facilities. As at September 30, 2025
our outstanding loan/borrowings aggregated to ₹ 2,251.37 lakhs on a restated consolidated basis, for further details on
our borrowings, see “Financial Indebtedness” on page 280.

Our Company has earmarked an estimated amount of up to ₹ 2,000.00 lakhs for repayment of outstanding
loan/borrowings in full or part. Pursuant to the terms of the borrowing arrangements, prepayment of certain borrowings
may attract prepayment charges as prescribed by the respective lender.

However, the aggregate amount to be utilised from the Net Proceeds towards repayment, in part or full, of certain
borrowings, would not exceed ₹ 2,000.00 Lakhs. In light of the above, at the time of filing the Prospectus, the table
below shall be suitably updated to reflect the revised amounts or additional loans, as the case may be.

We believe that such repayment and/or pre-payment will help reduce our debt servicing costs, improve our debt-to-
equity ratio and enable available of incremental funds due to interest saving towards further investment in our business
growth and expansion. Additionally, we believe that the leverage capacity of our Company will improve our ability
to raise further resources in the future to fund our potential business development opportunities and plans to grow and
expand our business.

The details of the outstanding loan proposed to be repaid or prepaid, in full or in part from the Net Proceeds for an
aggregate amount of ₹ 2,000.00 Lakhs are set forth below

Sanction
Amount Amount Rate Whether
Origina as per Outstan of Sched Purpose utilized
Purpose
l Date Date of date of ding Inter ule of of for
Sr. Name of the Type of of Prepayment
of Sanctio Sanction 30.09.20 est as Repay utilization capital;
No. lender Loan borrowi penalty
Sanctio n ed 25 on ment/ of expenditu
ng
n Letter (Rs. In 30.09 Term borrowing re
(Rs. In Lakhs) .2025 (Yes/No)
Lakhs)
Upto 4%+
Day to
applicable
HDFC Bank 10.10.20 30.07.20 Working Day
1. MEOD 750.00 368.16* 8.75 NA Taxes of No
Ltd. 24 25 Capital Business
Principal
Expense
Outstanding
Nil upto 25%of
the principle
amount
outstanding.
Day to
2.5%+
HDFC Bank Term 27.07.20 04.08.20 Working 120 Day
2. 1700.00 1700.00 8.50 applicable taxs No
Ltd. Loan 23 25 Capital months Business
of the principal
Expense
outstanding
being prepaid, if
the amount
being prepaid is
>25% Charges

Page 114 of 475

 Sanction
Amount Amount Rate Whether
Origina as per Outstan of Sched Purpose utilized
Purpose
l Date Date of date of ding Inter ule of of for
Sr. Name of the Type of of Prepayment
of Sanctio Sanction 30.09.20 est as Repay utilization capital;
No. lender Loan borrowi penalty
Sanctio n ed 25 on ment/ of expenditu
ng
n Letter (Rs. In 30.09 Term borrowing re
(Rs. In Lakhs) .2025 (Yes/No)
Lakhs)
shall be
applicable on
the amount in
excess of the
said 25%.
0-12 Months-
2% Day to
HDFC Bank Term Working 129 12-24Months- Day
3. 02.07.2021 257.00 182.48 8.50 No
Ltd. Loan Capital months 1% Business
Nil after 24 Expense
months
Total 2,707.00 2,250.64
*Book balance represents the accounting of cheques issued but not presented for payment at bank and therefore those are items of Bank
Reconciliation.
The Company will repay its Term Loan as disclosed in the section “Objects of the Offer” and close the same, however, the company
will continue to avail the Working capital Limits of INR 750.00 lakhs.

The promoters of the Company i.e. Dr. Manika Khanna and Dr. Peeyush Khanna have provided the below properties as collateral for
Term Loan, Overdraft and Drop-Down Facility from HDFC Bank:

(i) Property No. 51, Block-B-1, Janakpuri, Happy Model School, West Delhi
(ii) Property No. A-41, Block-A, Janakpuri, Chander Nagar, West Delhi
(iii) Property No. 19 , Pocket 5, Sector 20, Gautam Budh Nagar, Uttar Pradesh

For further details kindly refer note 18 of the Restated Consolidated Financial Information.

In addition to the above, we may, from time to time, enter into further financing arrangements and draw down funds thereunder. In
such cases or in case any of the above loans are prepaid, repaid, redeemed (earlier or scheduled), refinanced or further drawn down
prior to the completion of the Offer, we may utilize Net Proceeds towards repayment of such additional indebtedness availed by us,
details of which shall be provided. The repayment/pre-payment of loan from the issue proceeds does not directly or indirectly benefit
to promoter, promoter group or any related party.
3) General Corporate Purpose
We will have flexibility in utilizing the balance Net Proceeds, if any, for general corporate purposes, aggregating to
₹ [●] Lakhs, subject to such utilization not exceeding 25% of the Gross Proceeds from the Fresh Issue in accordance
with Regulation 7(2) of the SEBI ICDR Regulations, including but not restricted towards strategic initiatives,
improvement in supply chain, branding, marketing, rental and administrative expenses, meeting exigencies, and
expenses incurred in the ordinary course of business.
The quantum of utilization of funds toward the aforementioned purposes will be determined by our Board based on
the amount actually available under the head “General Corporate Purposes” and the corporate requirements of our
Company, from time to time. In case of variations in the actual utilization of funds designated for the purposes set
forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if any which are
not applied to the other purposes set out above.
In addition to the above, our Company may utilize the Net Proceeds towards other expenditure (in the ordinary course
of business) considered expedient and approved periodically by our Board. Our Company’s management, in
compliance with all applicable laws and regulation and also in accordance with the policies of our Board, shall have
flexibility in utilizing surplus amounts, if any, and consequently our funding requirement and deployment of funds

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 may also change. This may also include rescheduling the proposed utilization of Net Proceeds and increasing or
decreasing expenditure for a particular Object i.e., the utilization of Net Proceeds.
Offer Expenses
The total Offer related expenses are estimated to be approximately ₹ [●] lakhs. The Offer related expenses include
fees payable to the Book Running Lead Manager, legal counsel, fees payable to the auditors, brokerage and selling
commission, commission payable to Registered Brokers, SCSBs’ fees, Registrar’s fees, printing and stationery
expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing
the Equity Shares on the Stock Exchanges, including any expenses for any previous listing attempt of Equity Shares,
if any. Subject to applicable law, other than the fees paid to the legal counsel of the Promoter Selling Shareholder, if
any which will be paid by the Promoter Selling Shareholder, and other than listing fees which will be borne by our
Company, all other costs, fees and expenses with respect to the Offer will be shared amongst our Company and the
Promoter Selling Shareholder, on a pro rata basis, in proportion to the number of Equity Shares, allotted by our
Company in the Fresh Issue and sold by the Promoter Selling Shareholder in the Offer for Sale. Upon successful
completion of the Offer and the receipt of listing and trading approvals from the Stock Exchanges, the payment of all
fees and expenses shall be made directly from the Public Offer Account. Any expenses paid by our Company on
behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to our Company, directly from the
Public Offer Account. Appropriate details in this regard shall be included in the Cash Escrow and Sponsor Bank
Agreement. In the event of withdrawal of the Offer or if the Offer is not successful or consummated, for any reason,
all costs and expenses (including all applicable taxes) with respect to the Offer shall be borne by our Company and
the Promoter Selling Shareholder to the extent of their respective proportion of such costs and expenses with respect
to the Offer.
The break-up for the estimated Offer expenses are as follows:
Expenses Expenses
Expenses
(% of Total (% of Gross
Expenses (₹ in
Offer Offer
Lakh)
expenses) Proceeds)
Fees payable to the BRLM (including underwriting commission) [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Fees to the Registrar to the Offer [●] [●] [●]
Fees payable to the Regulators including stock exchanges [●] [●] [●]
Printing and distribution of Issue stationary [●] [●] [●]
Commission/processing fee for SCSBs, Sponsor Bank (for Bids
made by Retail Individual Bidders using UPI) and Bankers to the
Offer. Brokerage, underwriting commission and selling [●] [●] [●]
commission and bidding charges for Members of the Syndicate,
Registered Brokers, RTAs and CDPs(1)(2)(3)(4)
Fees for the legal counsels appointed for the purpose of the Offer [●] [●] [●]
Others (Industry Report, charges for monitoring Agency, Restated
[●] [●] [●]
financials, NSDL & CDSL Fees, Verification Charges etc.)
Total Estimated Offer Expenses [●] [●] [●]

For Sub‐ Syndicate Members, RTAs and CDPs

i. Selling commission payable to the SCSBs on the portion for Retail Individual Bidders and Non-Institutional
Bidders, which are directly procured by the SCSBs, would be as follows:
Portion for Retail Individual Bidders* 0.15 % of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.10% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
Selling Commission payable to the SCSBs was determined on the basis of the bidding terminal id as captured in the
Bid Book of BSE or NSE
No processing fees/uploading charges shall be payable by our Company to the SCSBs on the applications directly
procured by them.

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 SCSBs will be entitled to a processing fee for processing the ASBA Form procured by the members of the Syndicate
(including their sub-syndicate members), CRTAs or CDPs from Retail Individual Investors and Non-Institutional
Bidders and submitted to the SCSBs for blocking as follows:
Portion for Retail Individual Bidders* ₹10 per valid ASBA Forms (plus applicable taxes)
Portion for Non-Institutional Bidders* ₹10 per valid ASBA Forms (plus applicable taxes)
*Based on valid ASBA Forms
Processing fees payable to the SCSBs for capturing Syndicate Member/Sub-syndicate (Broker)/Sub-broker code on
the ASBA Form for Non-Institutional Bidders and Qualified Institutional Bidders with bids above ₹5.00 lakhs would
be ₹10 plus applicable taxes, per valid application.
Notwithstanding anything contained above, the total processing fee payable under this clause will not exceed ₹3.00
lakhs (plus applicable taxes), and if the total processing fees exceeds ₹ 3.00 lakhs (plus applicable taxes), then the
processing fees will be paid on a pro-rata basis
ii. The processing fees for applications made by UPI Bidders using the UPI Mechanism would be as follows:
Members of the Syndicate / RTAs / CDPs (uploading ₹10/- per valid Bid cum Application Form (plus
charges) applicable taxes)
Sponsor Bank- Axis Bank Limited ₹ Nil up to 3.50 lakhs of UPI successfully blocked
applications, on and above 3.50 lakhs would be ₹ 6.50
+ GST as applicable. The Sponsor Bank shall be
responsible for making payments to the third
parties such as remitter bank, NPCI and such other
parties as required in connection with the
performance of its duties under the SEBI circulars,
the Syndicate Agreement, and other applicable laws
Notwithstanding anything contained above, the total Bid uploading charges/processing fees for applications made by
RIIs (up to ₹200,000), Non-Institutional Bidders (for an amount more than (from ₹200,000 to ₹500,000) using the
UPI Mechanism would not exceed ₹ 3.00 lakhs (plus applicable taxes), and if the total Bid uploading
charges/processing fees exceeds ₹ 3.00 lakhs (plus applicable taxes), then Bid uploading charges/processing fees
using UPI Mechanism will be paid on a pro-rata basis except the fee payable to Sponsor Banks (plus applicable taxes)
which shall also not exceed ₹ 10.00 lakhs (plus applicable taxes).
iii. Brokerage, selling commission on the portion for UPI Bidders (using the UPI Mechanism), RIIs and NIIs which are
procured by the members of the Syndicate (including their sub-syndicate members), CRTAs, CDPs, RTAs or for
using 3-in1 type accounts- linked online trading, demat & bank account provided by some of the brokers which are
members of Syndicate (including their sub-syndicate members) would be as follows:
Portion for Retail Individual Bidders* 0.15% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.10% of the Amount Allotted (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price
The selling commission payable to the Syndicate/ sub-syndicate members will be determined on the basis of the
application form number / series, provided that the application is also bid by the respective Syndicate / sub-syndicate
member. For clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate/
sub-syndicate member, is bid by an SCSB, the selling commission will be payable to the SCSB and not the Syndicate/
sub-syndicate member.
For Non-Institutional Bidders (Bids above ₹500,000) on the basis of the Syndicate ASBA Form bearing SM Code
and the Sub-Syndicate code of the application form submitted to SCSBs for blocking of the fund and uploading on the
Stock Exchanges’ platform by SCSBs. For clarification, if a Syndicate ASBA application on the application form
number/series of a Syndicate / sub-Syndicate Member, is bid by an SCSB, the selling commission will be payable to
the Syndicate/sub-Syndicate Members and not the SCSB

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 The payment of selling commission payable to the sub-brokers / agents of sub-syndicate members are to be handled
directly by the respective sub-syndicate member.
The selling commission payable to the CRTAs and CDPs will be determined on the basis of the bidding terminal id
as captured in the bid book of BSE or NSE.
Uploading charges/ processing charges of ₹10/- per valid application (plus applicable taxes) are applicable only in
case of bid uploaded by the members of the Syndicate, CRTAs and CDPs:
 for applications made by Retail Individual Investors using the UPI Mechanism
Uploading Charges/ Processing Charges of ₹10/- per valid application (plus applicable taxes) are applicable only
in case of bid uploaded by the members of the Syndicate, CRTAs and CDPs:
 for applications made by Retail Individual Investors using 3-in-1 type accounts
 for Non-Institutional Investor Bids using Syndicate ASBA mechanism / using 3- in -1 type accounts,
The Bidding/uploading charges payable to the Syndicate/Sub-Syndicate Members, RTAs and CDPs will be
determined on the basis of the bidding terminal id as captured in the bid book of BSE or NSE
Notwithstanding anything contained above, the total processing fee payable under this clause will not exceed ₹3.00
lakhs (plus applicable taxes), and if the total processing fees exceeds ₹ 3.00 lakhs (plus applicable taxes), then
processing fees will be paid on a pro-rata basis.
iv. Selling commission/Bid uploading charges payable to the registered brokers on the portion for Retail Individual
Investors and Non-Institutional Investors which are directly procured by the Registered Brokers and submitted to
SCSB for processing would be as follows: Portion for Retail Individual Investors and Non-Institutional Investors:
₹10/- per valid ASBA Form (plus applicable taxes) based on valid applications. Notwithstanding anything contained
above, the total processing fee payable under this clause will not exceed ₹2.00 lakhs (plus applicable taxes), and if
the total processing fees exceeds ₹2.00 lakhs (plus applicable taxes), then processing fees will be paid on a pro-
rata basis.
For avoidance of doubt, notwithstanding anything mentioned in any of the aforementioned clauses, the total cost to
the Company shall not exceeds ₹ 25.00 lakhs(plus applicable taxes) for uploading and/or processing of the Bids. If
the total cost to the Company exceeds ₹25.00 lakhs, then the amount of ₹ 25.00 lakhs (plus applicable taxes) shall be
distributed on a pro-rata basis in the manner stipulated above, so that the total cost of the Company shall not exceed
₹ 25.00 lakhs (plus applicable taxes).
The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only
after such banks provide a written confirmation on compliance with SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
166SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI master circular bearing reference no.
SEBI/HO/MIRSD/MIRSD-Pod/P/CIR/2025/91datedJune 23, 2025(“SEBI RTA Master Circular”), as applicable.

The Issue expenses shall be payable in accordance with the arrangements or agreements entered into by our Company
with the respective Designated Intermediary, if any
Interim use of Net Proceeds
We, in compliance with all applicable laws and regulation and also in accordance with the policies formulated by our
Board from time to time, will have flexibility to deploy the Net Proceeds. Pending utilization of the Net Proceeds for
the purposes described above, our Company will temporarily invest the Net Proceeds in deposits only in one or more
scheduled commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended,
as may be approved by our Board or a duly constituted committee thereof.
In accordance with the Companies Act, 2013, we confirm that we shall not use the Net Proceeds for buying, trading
or otherwise dealing in shares of any other listed company or for any investment in the equity markets. Bridge
Financing Facilities.

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Our Company has not raised any bridge loans from any banks or financial institutions as on the date of this Red
Herring Prospectus, which are proposed to be repaid from the Net Proceeds.
Monitoring Utilization of Funds
In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing the Prospectus with RoC, we will appoint a
monitoring agency to monitor the utilization of the Gross Proceeds. Our Audit Committee and the Monitoring Agency
will monitor the utilization of the Gross Proceeds and the Monitoring Agency shall submit the report required under
Regulation 41(2) of the SEBI ICDR Regulation. Our Company undertakes to place the report(s) of the Monitoring
Agency on receipt before the Audit Committee without any delay. Our Company will disclose the utilization of the
Gross Proceeds, including interim use under a separate head in its balance sheet until such time as the Gross Proceeds
remain unutilized, clearly specifying the purposes for which the Gross Proceeds have been utilized. Our Company
will also, in its balance sheet for the applicable fiscal periods, provide details, if any, in relation to all such Gross
Proceeds that have not been utilized, if any, of such currently unutilized Gross Proceeds.
Pursuant to Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall, on a
quarterly basis, disclose to the Audit Committee the uses and applications of the Gross Proceeds. The Audit Committee
shall make recommendations to our Board for further action, if appropriate. On an annual basis, our Company shall
prepare a statement of funds utilized for purposes other than those stated in this Red Herring Prospectus and place it
before the Audit Committee and make other disclosures as may be required until such time as the Gross Proceeds
remain unutilized. Such disclosure shall be made only until such time that all the Gross Proceeds have been utilized
in full. The statement shall be certified by the statutory auditors of our Company. Furthermore, in accordance with
Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly
basis, a statement indicating (i) deviations, if any, in the actual utilization of the proceeds of the Fresh Offer from the
objects of the Fresh Offer as stated above; and (ii) details of category wise variations in the actual utilization of the
proceeds of the Fresh Offer from the objects of the Fresh Offer as stated above. This information will also be published
in newspapers simultaneously with the interim or annual financial results and explanation for such variation (if any)
will be included in our Directors report, after placing the same before the Audit Committee.
Variation in Objects
In accordance with Section 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary the
Objects of the Offer, unless our Company is authorized to do so by way of a special resolution of its Shareholders. In
addition, the notice issued to the Shareholders in relation to the passing of such special resolution (“Shareholders’
Meeting Notice”) shall specify the prescribed details, provide Shareholders with the facility to vote by electronic
means and shall be published in accordance with the Companies Act, 2013 read with the relevant rules. The
Shareholders’ Meeting Notice shall simultaneously be published in the newspapers, one in English and one in Hindi
(Hindi also being the regional language of the jurisdiction where our Registered Office is situated). Our Promoters
will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary the
Objects, subject to the provisions of the Companies Act, 2013 and in accordance with such terms and conditions,
including in respect of pricing of the Equity Shares, in accordance with the Companies Act, 2013 and provisions of
Regulation 59 and Schedule XX of the SEBI ICDR Regulations.

Appraisal by Appraising Agency

None of the objects of the Fresh Issue for which the Net Proceeds will be utilized have been appraised by any bank or
financial institution.
Other Confirmations
Except for our Promoter i.e., Dr. Manika Khanna who will be receiving her portion of Offer proceeds (OFS), none of
the other Promoter and Promoter Group, Directors, Key Managerial Personnel, Senior Management Personnel will
receive any portion of the Offer Proceeds.
There are no material existing or anticipated transactions in relation to the utilization of the Net Proceeds entered into
or to be entered into by our Company with our Promoters, Promoter Group, Directors, Key Managerial Personnel and/
or Senior Management Personnel.

Page 119 of 475

 BASIS FOR OFFER PRICE

The Price Band and Offer Price will be determined by our Company, in consultation with the BRLM, on the basis of
assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of
qualitative and quantitative factors as described below. The face value of the Equity Shares is ₹ 5.00, and the Offer
Price is [●] times the face value. The financial information included herein is derived from our Restated Consolidated
Financial Information.

Investors should also refer to the sections “Risk Factors”, “Our Business”, “Restated Financial Statement” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 31, 163, 225
and 282 respectively, to have an informed view before making an investment decision.

Qualitative Factors

Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are:

 Clinical excellence and advanced medical technologies to deliver quality healthcare;

 Ability to attract, train and retain high-quality doctors and staff;

 Scalable model and disciplined approach for growth;

 Stable and robust financial performance;

 Professional management and experienced leadership of our Promoters i.e., Dr. Manika Khanna and Dr. Peeyush
Khanna

For further details, “Our Business -Our Strengths” on page 163.

Quantitative Factors

Some of the information presented below relating to our Company is based on or derived from the Restated
Consolidated Financial Information. For details, see “Restated Consolidated Financial Information” beginning on
page 225.

Some of the quantitative factors which may form the basis for calculating the Issue Price are as follows:

1. Basic and Diluted Earnings per Share (“EPS”)

Year/ month ended Basic EPS (₹) Diluted EPS(₹) Weight

March 31, 2023 2.20 2.20 1
March 31, 2024 1.68 1.68 2
March 31, 2025 3.12 3.12 3
Weighted Average 2.49 2.49
As at September 30, 2025* 2.04 2.04
*Not annualized
Notes:
i. Basic EPS: Net Profit after tax as restated divided by weighted overage outstanding at the end of the period/ year.
ii. Diluted EPS: Net Profit after tax as restated divided by weighted average number of Equity Shares outstanding at the end
of the period/year for diluted EPS.
iii. Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the year/period
adjusted by the number of Equity Shares issued during the year/period multiplied by the time weighting factor The time
weighting factor is the number of days for which the specific shares are outstanding as a proportion of the total number
of days during the year/period.
iv. The above statement should be read with significant accounting policies and notes on Restated Consolidated Financial
Information.

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 v. The EPS has been calculated in accordance with IND-AS 33 - 'Earnings per Share" as prescribed under Section 133 of
the Companies Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

2. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:

*P/E at the Floor Price *P/E at the Cap Price

Year ended
(no. of times) (no. of times)
P/E ratio based on Basic EPS for FY 2023-24 [●] [●]
P/E ratio based on Weighted Average EPS [●] [●]
To be populated after finalization of the price band

3. Industry P/E ratio

Given below are the highest, lowest and industry average P/E ratio:

Particulars P/E ratio

Highest 41.56
Lowest 11.43
Industry Average 26.49
Note: For the calculation of P/E ratio of Peers, EPS of peers was taken from Fiscal 2024 converted to rupee based on exchange
rate as on December 2024. Closing price of peers have been considered as on January 17, 2025, converted to Indian rupee
based on exchange rate as on December 31, 2024. For details refer heading “Comparison with Listed Industry Pair” under
section “Basis of Offer Price”

4. Return on Net Worth (“RoNW”)

Year/ month ended RoNW(%) Weight

March 31, 2023 59.11% 1
March 31, 2024 39.30% 2
March 31, 2025 41.71% 3
Weighted Average 43.81%
As at September 30, 2025* 21.34%
*Not annualised
i. RoNW is calculated- as net profit after taxation and minority interest attributable to the equity shareholders of the Company
divided by shareholder’s funds for that year. Shareholder’s funds = Share capital + reserves & surplus - revaluation
reserves.
ii. Net worth has been defined as the aggregate value of the paid-up share capital and all reserves created out of the profits
and securities premium account and credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Consolidated
Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and
amalgamation as on respective periods in accordance with Regulation 2(l) (hh) of the Securities and Exchange Board of
India (Issue of Capital and Disclosure requirements) Regulations, 2018, as amended.

5. Net Asset Value (“NAV”) per share

Particulars Amount (₹ )
As at March 31, 2025 7.54
As at September 30, 2025 9.59
After the Offer
- At the Floor Price [●]
-At the Cap Price [●]
-At Offer Price [●]
Notes:
• Offer Price per equity share will be determined on conclusion of the Book Building Process.
• NAV (book value per share) = Total Shareholders’ funds divided by numbers of shares outstanding as at end of financial
year/stub period

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6. Comparison with Listed Industry Peers

Face Total
PAT Basic NAV (₹
Value Revenue P/E RoNW Closing
Companies EPS per equity
(₹ in Ratio (%) Price (₹)
(₹) (₹in Lakh.) (₹) share)
Lakhs)
Gaudium IVF and
Women Health 5 7,095.84 1,912.74 3.12 - 41.71% - 7.54
Limited
Peer Groups:
Progyny Inc. $0.0001 1,012,895.06 46,524.22 50.52 41.56 12.90% 2,099.48 394.20
Inspire IVF Public THB
2,695.39 551.07 0.17 11.43 3.97% 1.99 4.34
Company Limited 0.05
Note:
Financials of company are based on restated financial statement for fiscal 2025,
Financials of peers are based on fiscal 2024 and currency conversion rate is as on December 31, 2024.
Closing price of Progyny Inc. was taken from NASDAQ and closing price of Inspire IVF Public Company Limited
was taken from The Stock exchange of Thailand as on January 17, 2025 respectively, converted to Indian rupee
based on exchange rate of $/₹ of 80.6232 as on December 31, 2024 and THB/₹2.4878 as on December 31, 2024
respectively.

The Offer price is [●] times of the face value of the Equity Shares

The Offer Price of ₹ [●] has been determined by our Company in consultation with the Book Running Lead Manager,
on the basis of market demand from investors for Equity Shares through the Book Building Process. Investors should
read the abovementioned information along with “Risk Factors”, “Our Business”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and “Restated Financial Statements” on pages 31, 163,
282 and 225, respectively, to have a more informed view.

Key Performance Indicators (“KPIs”)

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated January 20, 2026 and
the members of the Audit Committee have verified the details of all KPIs pertaining to our Company. Further, the
members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been
disclosed to any investors at any point of time during the three years’ period prior to the date of filing of this Red
Herring Prospectus. The KPIs disclosed below have been used historically by our Company to understand and analyze
the business performance, which in result, help us in analyzing the growth of various verticals in comparison to our
peers. The KPIs herein have been certified by M/S. S K G N & Associates LLP., Chartered Accountants, by their
certificate dated January 20, 2026.

(₹ in lakhs)
Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Revenue from Operations 4,949.88 7,072.40 4,789.01 4,423.69
Total Revenue 4,974.97 7,095.84 4,815.31 4,426.02
EBITDA 1 1,895.23 2,862.59 1,927.47 2,006.55
EBIT 2 1,778.60 2,681.34 1,737.91 1,865.48
EBT 3 1,678.29 2,542.25 1,663.16 1,831.24
PAT 4 1,250.56 1,912.74 1,031.69 1,352.54
EBITDA Margin 5 38.29% 40.48% 40.25% 45.36%
EBIT Margin 6 35.75% 37.79% 36.09% 42.15%
EBT Margin 7 33.73% 35.83% 34.54% 41.37%
PAT Margin 8 25.14% 26.96% 21.43% 30.56%
Debt / Equity 9 0.38 0.41 0.58 0.43
RoE 10 21.25% 41.31% 38.23% 59.51%

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 Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
RoCE 11 21.03% 39.37% 38.74% 54.40%
Basic EPS (₹) 2.04 3.12 1.68 2.20
Diluted EPS (₹) 2.04 3.12 1.68 2.20
NAV (₹)12 9.59 7.54 4.40 3.70
Note:
1. EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) is calculated as sum of Profit Before Tax, Finance
Cost & Depreciation and Amortization less other income
2. EBIT (Earnings Before Interest & Tax) is calculated as EBITDA less Depreciation add Other Income
3. EBT (Earning Before Tax) is calculated as EBIT less Finance Cost
4. PAT (Profit After Tax) is calculated as EBT less Tax
5. EBITDA Margin is calculated as EBITDA divided by Revenue from operation
6. EBIT Margin is calculated as EBIT divided by Total Revenue
7. EBT Margin is calculated as EBT divided by Total Revenue
8. PAT Margin is calculated as PAT divided by Total Revenue
9. Debt / Equity is calculated as Total Debt (Short Term Borrowing + Long Term Borrowing) divided by Equity (Net Worth)
10. RoE (Return on Equity) is calculated as PAT divided by Net worth
11. RoCE (Return on Capital Employed) is calculated as EBIT divided by Capital Employed( Total Borrowings +Networth+

Deferred Tax Liabilities+ Leased Liabilities)

12. NAV (Net Asset Value Per Share) is calculated as Net worth divided by weighted average number of outstanding shares

Explanation for Key Performance Indicators

KPI Explanation
Revenue from Operations Revenue from operations refers to revenue from sales of traded products.
Total Revenue Total Revenue refers to Revenue from operations plus Other Income.
EBITDA is an alternative way to calculate profitability that focuses on a company's
EBITDA
ability to generate cash from its regular operations.
Measures a company's net income before income tax and interest expenses are
EBIT
deducted.
EBT Measures a company's net income before income tax.
PAT Profit for the year after tax that are available to shareholders.
EBITDA Margin is an indicator to measure efficiency of generating core profitability
EBITDA Margin
of company.
EBIT Margin is an indicator use to measure the efficiency of company to generate
EBIT Margin
operating profits.
EBT Margin used as indicator to calculate profitability before tax as percent of Total
EBT Margin
Revenue.
PAT Margin used as measure of calculation profit available to shareholders as percent
PAT Margin
of Total Revenue.
Debt / Equity ratio measures leverage of company, it is also a measure of capital
Debt / Equity structure that provides relative proportion of Shareholders equity and debt used to
finance the assets of company.
RoE measure the ability to gauge how much shareholders are earning on their
RoE
investments. It exhibits how well the company has utilised the shareholder’s money.
RoCE indicates how efficiently capital is being used in the business. It provides the
RoCE
ability of the company to generate the returns against the capital it put to use.
Comparison of KPI with listed industry peers

Since there is no Indian listed company in the similar business and therefore, the following is the comparison of KPI
with global listed industry peers.

Page 123 of 475

 Gaudium IVF and Women Inspire IVF Public Company
Progyny Inc.**
Health Limited Limited##
For the For the For the
Period Period Period
Particulars Fisca Fisca Fisca Fisca Fisca Fisc
Ended Ended Fiscal Fiscal Fiscal Ended
l l l l l al
Septem Septem 2024 2023 2022 Septem
2025 2024 2023 2024 2023 2022
ber 30, ber 30, ber 30,
2025 2025 2025
Revenue from
4,949.8 7,072 4,789 4,423 554,72 999,411. 904,80 651,45 2,629 2,939 633.
Operations 826.00
8 .40 .01 .69 6.04 97 3.47 5.37 .66 .40 15
(₹ in lakhs)
Total Revenue 4,974.9 7,095 4,815 4,426 559,29 1,012,89 911,87 652,36 2,695 2,952 648.
943.12
(₹ in lakhs) 7 .84 .31 .02 9.36 5.06 4.18 6.02 .39 .62 37
EBITDA 1,895.2 2,862 1,927 2,006 20,681. 60,475.6 53,580. 20,648. (152.24 962.7 1,582 244.
(₹ in lakhs) 3 .59 .47 .55 55 7 99 53 ) 5 .48 05
EBIT 1,778.6 2,681 1,737 1,865 48,209. 71,240.2 58,755. 20,233. (216.01 717.7 1,344 148.
(₹ in lakhs) 0 .34 .91 .48 60 1 81 78 ) 9 .46 94
EBT 1,678.2 2,542 1,663 1,831 48,209. 71,240.2 58,755. 20,233. (274.99 601.6 1,236 125.
(₹ in lakhs) 9 .25 .16 .24 60 1 81 78 ) 2 .16 82
PAT 1,250.5 1,912 1,031 1,352 28,928. 46,524.2 51,562. 25,132. (267.17 551.0 991.1 100.
(₹ in lakhs) 6 .74 .69 .54 10 2 92 23 ) 7 0 61
40.48 40.25 45.36 - 36.61 53.84 38.5
EBITDA Margin 38.29% 3.73% 6.05% 5.92% 3.17%
% % % 18.43% % % 5%
37.79 36.09 42.15 - 26.63 45.53 22.9
EBIT Margin 35.75% 8.62% 7.03% 6.44% 3.10%
% % % 22.90% % % 7%
35.83 34.54 41.37 - 22.32 41.87 19.4
EBT Margin 33.73% 8.62% 7.03% 6.44% 3.10%
% % % 29.16% % % 1%
26.96 21.43 30.56 - 20.44 33.57 15.5
PAT Margin 25.14% 5.17% 4.59% 5.65% 3.85%
% % % 28.33% % % 2%
Debt / Equity 0.38 0.41 0.58 0.43 - - - - - - - 0.21
41.31 38.23 59.51 - 3.97 23.11 17.8
RoE 21.25% 6.25% 12.90% 11.21% 8.05%
% % % 18.83% % % 6%
21.27% 39.37 38.75 54.41 9.92% 19.01% 12.39% 6.37% -7.15% 4.65 3.39 10.9
RoCE
% % % % % 0%
26.7
Basic EPS (₹) 2.04 3.12 1.68 2.20 34.17 50.52 54.03 27.32 (0.06) 0.17 0.46
0
Diluted EPS (₹) 2.04 3.12 1.68 2.20 32.37 48.81 51.53 24.84 - - - -
149.
NAV (₹) 9.59 7.54 4.40 3.70 540.73 394.20 484.09 338.50 0.32 4.34 1.99
54
**Progyny Inc is NASDAQ listed company, with financial year ending December. All financial data has been collected
from the company website [Link], financial figures has been converted to INR taking INR/USD exchange
rate as on 30th September 2025, 31st December 2024 , 31st December 2023 and 31st December 2022 which was
₹89.9198, ₹85.6232, ₹83.1164 and ₹82.7862 taken from RBI reference rate.

##Inspire IVF Public Company Limited is listed on Stock Exchange of Thailand, with financial year ending December.
All financial data has been collected from the company website [Link], financial figures has been
converted to INR taking INR/TBH exchange rate as on 30th September 2025, 31st December 2024, 31st December
2023 and 31st December 2022 which was ₹2.6426, ₹2.4878, ₹2.4183 and ₹2.3886 taken from [Link] website

Weighted average cost of acquisition (“WACA”), Floor price and Cap Price:

Primary Transactions:

There has been no primary / new issue of shares (equity/convertible securities), excluding shares issued under
ESOP/ESOS and issuance of bonus shares, during the 18 months preceding the date of filing of the RHP, where such
issuance is equal to or more than 5 per cent of the fully diluted paid-up share capital of the Issuer Company (calculated
based on the pre-issue capital before such transaction/s and excluding employee stock options granted but not vested),
in a single transaction or multiple transactions combined together over a span of rolling 30 days

Secondary Acquisition:

There have been no secondary sale/transfers or acquisition of any Equity Shares or convertible securities, where the
Promoters, members of the Promoter Group, the Selling Shareholders or Shareholders having the right to nominate

Page 124 of 475

Directors to the Board of our Company are a party to the transaction (excluding gifts), during the 18 months preceding
the date of this Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted
paid up share capital of our Company (calculated based on the pre-issue capital before such transaction(s) and
excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined
together over a span of rolling 30 days.

Floor price and cap price being [●] and [●] times the weighted average cost of acquisition (WACA) based on primary/
secondary transaction(s) as disclosed in terms of clause (a) and (b) or Note 1 above, shall be disclosed in the following
manner:

Weighted Average Cost of Floor Price Cap Price

Types of Transactions Acquisition (₹ . per Equity is is
Shares) ₹ [●] ₹ [●]
WACA of equity shares that were issued by our
N.A. - -
company (primary transaction)
WACA of equity shares that were acquired or
sold by way of secondary transactions N.A. - -
(secondary acquisition)

[The remainder of this page has intentionally been left blank]

Page 125 of 475

 STATEMENT OF SPECIAL TAX BENEFITS

To,
The Board of Directors,
Gaudium IVF and Women Health Limited
(Formerly known as Gaudium IVF and Women Health Private Limited)
Bl/51, Janak Puri,
Janakpuri B-1,
West Delhi, Delhi – 110058.

Statement of Special Tax benefit available to Gaudium IVF and Women Health Limited and its shareholders
under Indian Tax Laws

We, S K G N & Associates LLP, Chartered Accountants, the Statutory Auditors of the Company, have been informed
that the Company proposes to file the Draft Red Herring Prospectus (“DRHP”), the Red Herring Prospectus (“RHP”)
and the Prospectus (“Prospectus”), to be filed in respect of the Issue with Securities and Exchange Board of India
(“SEBI”), the BSE Limited, the National Stock Exchange of India Limited (together, the "Stock Exchanges"), and the
Registrar of Companies, Delhi and Haryana at New Delhi (“RoC”), in accordance with the requirements of the
Securities and Exchange Board of India (lssue of Capital and Disclosures Requirements) Regulations, 2018, as
amended (“SEBI ICDR Regulations”) and any other document in relation to the Issue. (collectively with the DRHP,
RHP and Prospectus, the “Offer Documents”).

In connection with the proposed Issue of the Company, we have been requested by the Management of the Company
to certify the details regarding possible tax benefits available to the Company.

The accompanying statement containing details of possible special tax benefits (“Annexure A”) is prepared by the
Management of the Company. The preparation of the Annexure is the responsibility of the Management of the
Company. This responsibility includes designing, implementing and maintaining internal control relevant to the
preparation and presentation of the Statement, and applying an appropriate basis of preparation.

We report that the enclosed statement in Annexure A, as prepared and certified by the Authorized Signatory of the
Company, states the possible special tax benefits available to the Company and to its shareholders under the applicable
tax laws presently in force in India including the Income-tax Act, l96l (“the IT Act”) read with Income Tax Rules,
l962, circulars, notifications as amended (“Income Tax Regulations”) and Central Goods and Services Act, 2017,
respective State Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 (read with relevant
Rules prescribed thereunder) (“Indirect Tax Regulations”). Several of these benefits are dependent on the Company
or its shareholders fulfilling the conditions prescribed under the relevant provisions of the statute. Hence, the ability
of the Company or its shareholders to derive the stated special tax benefits is dependent upon their fulfilling such
conditions, which based on business imperatives the Company faces in the future, the Company may or may not
choose to fulfill.

The benefits discussed in the enclosed Annexure A are not exhaustive. This statement is only intended to provide
general information to the investors and is neither designed nor intended to be a substitute for professional tax advice.
ln view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult
his or her own tax consultant with respect to the specific tax implications arising out of their participation in the Issue.
We are neither suggesting nor advising the investor to invest money based on this statement.

We do not express any opinion or provide any assurance as to whether:

(i) the Company or its shareholders will continue to obtain these benefits in future; or
(ii) the conditions prescribed for availing the benefits have been/would be met with.

The contents of the enclosed statement are based on information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company.

Page 126 of 475

Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the
revenue authorities / courts will concur with the views expressed herein. Our views are based on the existing provisions
of the tax laws and its interpretation, which are subject to change from time to time. We do not assume responsibility
to update the views consequent to such changes, after the date of this report. We shall not be liable to the Company
for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment,
as finally judicially determined to have resulted primarily from bad faith or intentional misconduct.

The benefits discussed in the enclosed statement are not exhaustive nor are they conclusive. The contents stated in the
annexure are based on the information, explanations and representations obtained from the Company.

We have conducted our examination in accordance with the applicable guidance notes, issued by the Institute of
Chartered Accountants of India (“ICAI”) which requires that we comply with ethical requirements of the Code of
Ethics issued by the ICAI and accordingly, we confirm that we have complied with such Code of Ethics issued by the
ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) l, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and
Related Services Engagements.

We hereby consent to aforementioned details being included in the Offer Documents and in any other material used
in connection with the Issue. We also consent to the submission of this certificate as may be necessary, to any
regulatory authority and / or for the records to be maintained by the BRLM in connection with the Issue and in
accordance with applicable law.

We confirm that we will immediately communicate any changes in writing in the above information to the BRLM
until the date of filing of the Prospectus with the RoC. In the absence of any such communication from us each to the
Company and the BRLM, BRLM and the Legal Counsel can assume that there is no change to the above information.

For S K G N & Associates LLP.

Chartered Accountants
ICAI Firm Registration Number: 023403N/N500052

Sd/-
Sumit Kumar Goyal
Partner
Membership No.: 515406
UDIN: 26515406JQCRZC6791

Place: New Delhi

Date: January 20, 2026

Page 127 of 475

Annexure A

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO GAUDIUM IVF AND WOMEN
HEALTH LIMITED (THE “COMPANY”), ITS SHAREHOLDERS AND MATERIAL SUBSIDIARIES
UNDER THE APPLICABLE TAX LAWS IN INDIA

Outlined below are the special tax benefits available to the Company, and its shareholders under the Income Tax Act
1961 (“the IT Act”) read with the Income Tax Rules, circulars notifications as amended ("income Tax Regulations")
and Central Goods and Services Act, 2017, respective State Goods and Services Tax Act,20l7, Integrated Goods and
Services Tax Act, 2017 (read with relevant Rules prescribed thereunder) ("indirect Tax Regulations") within and
outside India. These possible special tax benefits are dependent on the Company or its shareholders fulfilling the
conditions prescribed under the Income Tax Regulations and Indirect Tax Regulations.

A. Special tax benefits available to the Company and its Material Subsidiary in India under the Income tax
regulations

1. Lower corporate tax rates on income of domestic companies – Section 115BAA of the Income-tax Act, 1961 (‘the
IT Act’)

The Taxation Laws (Amendment) Act, 2019 introduced section 115BAA wherein domestic companies are
entitled to avail a concessional tax rate of 22% (plus applicable surcharge and cess) on fulfillment of certain
conditions. The option to apply this tax rate is available from FY 2019-20 relevant to AY 2020-21 and the option
once exercised shall apply to subsequent assessment years. The concessional rate of 22% is subject to the company
not availing any of the following deductions under the provisions of the IT Act:

• Section10AA: Tax holiday available to units in a Special Economic Zone.

• Section 32(1) (iia): Additional depreciation;
• Section 32AD: Investment allowance.
• Section 33AB/33ABA: Tea coffee rubber development expenses/site restoration expenses
• Section 35(1)/35(2AA)/35(2AB): Expenditure on scientific research.
• Section 35AD: Deduction for capital expenditure incurred on specified businesses.
• Section 35CCC/35CCD: expenditure on agricultural extension /skill development
• Chapter VI-A except for the provisions of section 80JJAA and section 80M.

The total income of a company availing the concessional rate of (i.e. 22% along with surcharge and health and
education cess) is required to be computed without set-off of any carried forward loss and depreciation attributable
to any of the aforesaid deductions/incentives. A company can exercise the option to apply for the concessional
tax rate in its return of income filed under section 139(1) of the IT Act. Further, provisions of Minimum Alternate
Tax (‘MAT’) under section 115JB of the IT Act shall not be applicable to companies availing this reduced tax
rate, thus, any carried forward MAT credit also cannot be claimed.

The provisions do not specify any limitation/condition on account of turnover, nature of business or date of
incorporation for opting for the concessional tax rate. Accordingly, all existing as well as new domestic companies
are eligible to avail this concessional rate of tax.

Note: The Company has availed the benefit of concessional tax rate under section 115BAA of the IT Act and
pays tax as per rates prescribed under section 115BAA of the IT Act.

2. Deductions in respect of employment of new employees – Section 80JJAA of the IT Act

As per section 80JJAA of the IT Act, where a company is subject to tax audit under section 44AB of the IT Act
and derives income from business, it shall be allowed to claim a deduction of an amount equal to 30% of additional
employee cost incurred in the course of such business in a previous year, for 3 consecutive assessment years
including the assessment year relevant to the previous year in which such additional employment cost is incurred.

Page 128 of 475

 The eligibility to claim the deduction is subject to fulfilment of prescribed conditions specified in sub-section (2)
of section 80JJAA of the IT Act.

3. Deduction with respect to inter-corporate dividends – Section 80M of the IT Act

As per the provisions of section 80M of the IT Act, inserted w.e.f. 01 April 2021, a domestic company shall be
allowed to claim a deduction of dividend income earned from any other domestic company or a foreign company
or a business trust. The amount of deduction so claimed should not exceed the amount of dividend distributed by
it and is subject to fulfilment of other conditions laid down therein.

4. Deduction in respect of capital expenditure incurred in relation to scientific research under Section 35 (1)(iv) of
the IT Act.

As per Section 35 (1)(iv) of the IT Act, any expenditure of a capital nature (excluding expenditure incurred on
acquisition of any land) incurred on scientific research related to the business carried on by the Company can be
claimed a revenue deduction. The deduction under Section 35 (1)(iv) is available even if a domestic company
opts for concessional tax rate under Section 115BAA of the IT Act.

5. Deduction under Section 35D-Specified Preliminary Expenditure (Public Issue Expenses)

Section 35D of Income Tax act provides for Amortization of preliminary expenses. As per Section 35D, any
expenditure incurred before the commencement of operation of specified business or for expansion of existing
business or setting up a new undertaking then such expenditure is allowable as a deduction under the income tax
in 5 equal annual installments subject to the fulfilment of different conditions given under the Income Tax Act.

B. Special tax benefits available to the shareholders under the Income Tax Regulations

1. Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. However, in
case of domestic corporate shareholders, deduction under Section 80M of the IT Act would be available on
fulfilling the conditions (as discussed above). Further, in case of shareholders who are individuals, Hindu
Undivided Family, Association of Persons, Body of Individuals, whether incorporated or not, surcharge would
be restricted to 15%, irrespective of the amount of dividend.

Further, the shareholders would be entitled to take credit of the Tax Deducted at Source, if any, by the Company
against the taxes payable by them.

2. Where shares are held as capital assets for more than 12 months immediately preceding its date of transfer, then
as per Section 112A of the IT Act, long-term capital gains arising from transfer of an equity share through the
recognized stock exchange, should be taxed at 12.5% (plus applicable surcharge and cess), without indexation
and foreign exchange fluctuation benefit, subject to fulfillment of prescribed conditions under the IT Act. Tax
shall be levied on capital gains exceeding INR 1,25,000. Further, any capital gain realized on sale of shares held
for more than 12 months, which are sold without payment of STT, will also be subject to tax at 12.5% (plus
applicable surcharge and cess) without indexation benefit.

3. Where shares are held as capital assets for 12 months or less, (as per Section 111A of the IT Act), short term
capital gains arising inter alia from transfer of an equity share through the recognized stock exchange, should be
taxed at 20% (plus applicable surcharge and cess) subject to fulfillment of prescribed conditions under the IT Act.

4. Short term capital gains other than those covered by Section 111A of the IT Act and on which Securities
Transaction Tax is not paid at the time of transfer would be subject to tax as calculated under normal provisions
of the IT Act.

5. The new tax regime under section 115BAC of the IT Act is applicable to individual, Hindu undivided family,
association of persons (other than a co-operative society), body of individuals and an artificial juridical person.

Page 129 of 475

6. In respect of non-resident shareholders, the tax rates and the consequent taxation shall be as per the provisions of
the IT Act and it is further subject to any benefits available under the applicable DTAA, if any, between India
and the country of which the non-resident is a tax resident, as read with the MLI and subject to furnishing of tax
residence certificate, electronic Form 10F and any other document as may be required. The Company will
withhold tax at applicable rates on payment of dividend to shareholders.

C. Special tax benefits available to the Company under Indirect Tax Regulations in India

The Company is primarily engaged in business of providing healthcare services which are exempt under GST,
subject to fulfilment of conditions.

D. Special tax benefits available to the shareholders under the Indirect Tax Regulations

The shareholders of the Company are not required to discharge any GST on transaction in securities of the
Company. Securities are excluded from the definition of Goods as defined u/s 2(52) of the Central Goods and
Services Tax Act, 2017 as well from the definition of Services as defined u/s 2(102) of the Central Goods and
Services Tax Act, 2017.

Apart from above, the shareholders of the Company are not eligible to special tax benefits under the provisions
of the Customs Tariff Act, 1975 and/or Central Goods Services Tax Act, 2017, Integrated Goods and Services
Tax Act, 2017, respective Union Territory Goods and Services Tax Act, 2017 respective State Goods and Services
Tax Act, 2017, Goods and Services Tax (Compensation to States) Act, 2017 read with the relevant Central Goods
and Services Tax Rules, 2017, Integrated Goods and Services Tax Rules, 2017, Union Territory Goods and
Services Tax Rules, State Goods and Services Tax Rules, 2017 and notifications issued under these Acts and
Rules.

Notes:

1. This Annexure sets out only the special tax benefits available to the Company and its shareholders under the
Income-tax Act, l96l (the "Act") as amended by the Finance Act, 2025 and proposed to be amended by Finance
(No.2) Bill, 2025, which has been approved by the Lok Sabha and the same would be finalized on receiving the
assent of Honorable President of India, applicable for the Financial Year 2026-27 relevant to the Assessment Year
2025-26, presently in force in India.

2. This Annexure covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits
or benefit under any other law. Several of these benefits are dependent on the Company or its shareholders
fulfilling the conditions prescribed under the relevant tax laws.

3. The special tax benefits discussed in the Statement are not exhaustive and is only intended to provide general
information to the investors and hence, is neither designed nor intended to be a substitute for professional tax
advice. In view of the individual nature of the tax consequences aid the changing tax laws, each investor is advised
to consult their own tax consultant with respect to the specific tax implications arising out of their participation
in the issue.

4. The Statement is prepared on the basis of information available with the Management of the Company and there
is no assurance that:

i. the Company or its shareholders or material subsidiaries will continue to obtain these benefits in future;
ii. the conditions prescribed for availing the benefits have been/ would be met with; and
iii. the revenue authorities/courts will concur with the view expressed herein.

In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject to any
benefits available under the relevant Double Tax Avoidance Agreement(s), if any, between India and the country
in which the non-resident has fiscal domicile.

Page 130 of 475

5. The above statement of possible special tax (benefits sets out the provisions of law in a summary manner only
and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal
of shares.

6. The above views are based on the existing provisions of law and its interpretation, which are subject to change
from time to time. We do not assume responsibility to update the views consequent to such changes.

[The remainder of this page has intentionally been left blank]

Page 131 of 475

 SECTION IV – ABOUT THE COMPANY

INDUSTRY OVERVIEW

Unless otherwise indicated, the industry and market related information in this section has been derived from a report
titled “IVF and Fertility Services Industry Report” dated September 25, 2025 prepared by Infomerics Analytics and
Research Private Limited (“Infomerics Research”). We commissioned and paid for the Infomerics Report for the
purposes of confirming our understanding of the industry specifically for the purpose of the issue for an agreed fee.
We engaged Infomerics Research in connection with the preparation of the IVF and Fertility Services Industry Report
pursuant to an engagement letter dated August 29, 2025. The data included herein includes excerpts from the
Infomerics Research Report and may have been re-ordered by us for the purposes of presentation. There are no parts,
data or information (which may be relevant for the proposed Offer) that has been left out or changed in any manner.
A copy of the Infomerics Research Report will be available on the website of our Company at
[Link]/assets/fornt/images/pdf/Industry%20Report%20-Gaudium%[Link] from the date of
the Red Herring Prospectus until the Bid/ Offer Closing Date. Unless otherwise indicated, financial, operational,
industry and other related information derived from the Infomerics Research Report and included herein with respect
to any particular year refers to such information for the relevant calendar year.

Industry publications are also prepared based on information as at specific dates and may no longer be current or
reflect current trends. Industry sources and publications may also base their information on estimates, projections,
forecasts and assumptions that may prove to be incorrect. Accordingly, investors must rely on their independent
examination of, and should not place undue reliance on, or base their investment decision solely on this information.
The recipient should not construe any of the contents in this report as advice relating to business, financial, legal,
taxation or investment matters and are advised to consult their own business, financial legal, taxation, and other
advisors concerning the transaction.

1. GLOBAL MACROECONOMIC SCENARIO

The global economy is projected to experience a deceleration in growth, with global GDP expanding by 2.8% in CY
2025, down from 3.3% in CY 2024. This slowdown is attributed to escalating trade tensions, particularly due to new
U.S. tariffs, and heightened policy uncertainties. Global headline inflation is expected to decline to 4.3% in CY 2025
and further to 3.6% in CY 2026, as inflationary pressures ease across advanced economies, aided by tighter monetary
policy, improved labour market conditions, and the resolution of supply disruptions. However, global trade growth is
forecasted to slow significantly to 1.7% in CY 2025, reflecting the effects of escalating trade barriers and geopolitical
instability.

In China, economic prospects remain constrained as the IMF downgraded its CY 2025 GDP growth forecast to 4.0%,
due to persistent challenges in the real estate sector, weak consumer demand, and trade-related pressures. In Europe,
growth is expected to stagnate, with Germany’s GDP forecast at 0.0% in CY 2025, amidst trade disruptions and
domestic weaknesses. The EU is actively seeking to address these challenges through renewed trade dialogue with the
U.S.

Meanwhile, India continues to show resilience, with the IMF projecting stable real GDP growth of 6.2% in CY 2025,
followed by a slight uptick to 6.3% in CY 2026. This is supported by robust rural consumption and sustained
infrastructure investment. The IMF notes that India remains one of the fastest-growing major economies, driven by
favourable demographics, expanding digital infrastructure, and rising investment activity. Consumer price inflation in
India is projected to moderate to 4.2% in CY 2025, staying within the Reserve Bank of India’s (RBI) target range of
2–6%, which helps maintain purchasing power and economic stability. The IMF also highlights the importance of
continued structural reforms in India, particularly in labour markets, logistics, and capital formation, to sustain
medium-term growth momentum.

Overall, while inflation is declining globally, the economic outlook remains clouded by geopolitical uncertainty, trade
fragmentation, and region-specific structural challenges. However, India’s relative macroeconomic stability,
demographic advantage, and ongoing investment cycle place it in a strong position amid global headwinds.

Page 132 of 475

1.1 Global GDP Growth Scenario

The global economy began to recover from its lowest levels following the lifting of lockdowns in 2020 and 2021. The
pandemic-induced lockdown was a key factor that severely disrupted economic activities, leading to a recession in
CY 2020, where global GDP contracted by -2.7%.

In CY 2021, supply chain disruptions significantly impacted both advanced economies and low-income developing
economies. The rapid spread of the Delta variant and the threat of new variants in mid-2021 further heightened
uncertainty in the global economic environment.

Global economic activity saw a sharper-than-expected slowdown in CY 2022. The highest inflation in decades,
observed in 2022, forced most central banks to tighten their monetary & fiscal policies. Russia’s invasion of Ukraine
exacerbated global food supply issues, further increasing the cost of living.

Despite initial resilience in early CY 2023, marked by a rebound from the pandemic and progress in curbing inflation
from the previous year's highs, the situation remained precarious. Economic activity continued to lag its pre-pandemic
trajectory, especially in emerging markets and developing economies, leading to widening regional disparities. Several
factors impeded recovery, including the lasting impacts of the pandemic, geopolitical tensions, tightening monetary
policies to combat inflation, reductions in fiscal support amid high debt levels, and extreme weather conditions. As a
result, global growth slowed from 3.6% in CY 2022 to 3.5% in CY 2023.

The global economy maintained moderate momentum in CY 2024, with real GDP growth estimated at 3.3%, supported
by easing inflationary pressures, recovering supply chains, and resilient consumer demand in some major economies.
Advanced economies, particularly the U.S., benefitted from strong labour markets and improved private consumption.
However, growth remained uneven across regions, with emerging markets facing tighter financial conditions and
subdued export demand. Inflation declined faster than anticipated in many regions, enabling some central banks to
consider gradual monetary easing by the end of the year.

1.2 Historical GDP Growth Trends

7.0

8
6.6

6.0

6
4.7
4.3
4.1

3.9
3.7
3.6
3.5
3.3

3.0

4
2.9
2.8
GDP Growth (%)

1.8
1.7

1.5
1.4

2
- 4.0
-2.7

-1.7

0
Global Economy Advanced Economies Emerging and Developing
-2 Economies

-4

-6
CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025F CY 2026F

F – Forecast, Source – IMF World Economic Outlook April 2025

Note: Advanced Economies and Emerging & Developing Economies are as per the classification of the World
Economic Outlook (WEO). This classification is not based on strict criteria, economic or otherwise, and it has evolved

Page 133 of 475

over time. It comprises of 40 countries under the Advanced Economies including the G7 (the United States, Japan,
Germany, France, Italy, the United Kingdom, and Canada) and selected countries from the Euro Zone (Germany,
Italy, France etc.). The group of emerging market and developing economies (156) includes all those that are not
classified as Advanced Economies (India, China, Brazil, Malaysia etc.)

In the current scenario, global GDP growth is projected to decelerate to 2.8% in CY 2025, reflecting mounting
economic pressures across both advanced and emerging markets. This marks a significant slowdown driven by
intensifying trade fragmentation, the impact of new U.S. tariffs, and elevated geopolitical tensions. Structural
weaknesses such as the ongoing real estate crisis in China, stagnant growth in the Eurozone, and tight financial
conditions in major economies are expected to weigh heavily on global output. Additionally, stress in housing and
banking sectors, coupled with subdued industrial activity, is contributing to a muted growth outlook. On the inflation
front, the IMF projects global headline inflation to decline to 4.3% in CY 2025, continuing a disinflationary trend as
energy prices stabilize and supply-side disruptions ease. The softening of labour markets—reflected in lower job
vacancy rates and modest increases in unemployment—is also expected to help reduce core inflation. This provides
room for some central banks to initiate cautious interest rate cuts, although the broader economic outlook remains
uncertain due to persistent global risks.

1.3 Global Economic Outlook

At the midpoint of the year, so far in 2025 the global economy continues to exhibit mixed performance, with
divergence in outcomes across regions due to differences in economic growth, inflation dynamics, and policy
responses. The global GDP growth is projected at 2.8% in CY 2025, down from an estimated 3.3% in CY 2024. While
short-term prospects have improved since early 2024 due to easing inflation and gradual loosening of monetary policy
in several regions, the broader environment remains challenging. Structural headwinds, such as tighter credit
conditions, supply-side bottlenecks, and lingering geopolitical risks, are keeping global growth below historical
averages.

The United States has continued to outperform other advanced economies, with growth projected at 1.8% in 2025,
though slightly down from 2.8% in 2024, as the economy absorbs the lagged effects of previous monetary tightening
and persistent inflation. In contrast, the Euro Area remains subdued, with GDP growth expected to 0.8% in 2025,
supported by the European Central Bank’s first-interest rate cuts since 2019 (implemented in June 2024) and stronger
domestic demand. However, countries like Germany, France, and Italy continue to struggle due to weak manufacturing
performance, whereas Greece and Spain have benefited from robust tourism activity.

In China, growth has held up at a projected 4.0% for CY 2025, supported by targeted stimulus and a gradual recovery
in the real estate sector. Growth in the rest of Asia is also benefiting from a revival in global trade and domestic
demand. India remains one of the strongest performers globally, with GDP growth forecasted at 6.2% in 2025,
supported by robust consumption, capital investment, and favourable demographics.

In Latin America and the Caribbean, growth is more uneven. Larger economies like Brazil and Mexico are seeing
moderate expansions, but the overall regional outlook is weaker, with GDP growth forecast at 2.0% in 2025, due to
external headwinds, commodity price volatility, and political uncertainty. Meanwhile, Sub-Saharan Africa’s growth
is expected to slow slightly to 3.8%, as global financial conditions tighten, and oil-exporting nations face declining
revenues. The Middle East and North Africa (MENA) region is also seeing tempered prospects, with growth revised
down to 2.6%, influenced by lower oil prices and ongoing geopolitical pressures.

Globally, industrial production has remained sluggish through the first half of 2025, constrained by high interest rates,
trade fragmentation, and lingering supply chain disruptions. However, a mild recovery is anticipated in the second
half of the year as global trade stabilizes and domestic demand for goods strengthens. Central banks in several
advanced economies—including the Eurozone, Switzerland, Sweden, and Canada—have begun cutting rates to
support demand, though inflation trends remain uneven. Disinflation has progressed slower than expected, particularly
in services and wage-heavy sectors, making monetary easing cautious and data-dependent.

Overall, the global economy appears to be stabilizing, but growth in CY 2025 remains below historical averages.
Advanced economies continue to grow modestly under the weight of tight policies and weak external demand, while

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emerging markets, particularly in Asia, show stronger but slowing momentum. The outlook for the remainder of 2025
depends significantly on geopolitical developments, the trajectory of inflation, and the pace of monetary easing.

2. INDIA’S MACROECONOMIC SCENARIO

2.1 Gross Domestic Product (GDP)

India Expected to Grow at Twice the Pace of Global Economic Growth

The global economy continues to face persistent challenges, including the lingering effects of the COVID-19
pandemic, heightened geopolitical tensions, and climate-related disruptions that have affected energy and food supply
chains. Global real GDP growth is projected at 2.8% in 2025, indicating a moderation in global momentum. In contrast,
India's real GDP is projected to grow at 6.2% in 2025, continuing its trend of significantly outpacing global averages
and reaffirming its position as the fastest-growing major economy. This implies that India is expected to grow at more
than twice the pace of global GDP, supported by strong domestic demand, structural reforms, and increased
infrastructure investment. India’s resilience among the G20 economies further strengthens its role as a key driver of
global economic growth in the coming years.

Global and India Growth Outlook Projections (Real GDP growth)

Expected GDP Growth Rate - 2025 (P)

8.00%
6.00%
4.00%
6.20%
2.00%
2.80%
0.00%
World India

World India

Notes: P-Projection; Source: IMF – World Economic Outlook, April 2025

India’s Economic Growth Momentum Remains Strong - Surpassed USD 4 Trillion.

In FY 2024-25, India was the fifth-largest economy globally, with an estimated real Gross Domestic Product (GDP)
at constant prices of INR 184.88 lakh crore, against the Provisional Estimate of GDP for the year 2023-24 of INR
173.82 lakh crore registering a GDP growth rate of 6.4% as compared to 8.2% in FY 2023-24. Since FY 2005, India’s
GDP growth has consistently outpaced global economic growth, often growing at nearly twice the global average, and
this trend is expected to continue over the medium term.
Source: MOSPI, first advance estimates of GDP 2024-25 released on January 7th, 2025

In June 2025, India became the fourth-largest economy in the world and retained its position as the fastest-growing
major economy. The country is projected to become the world’s third largest economy by CY 2030, with an estimated
GDP of USD 7.3 trillion.
Source: IMF, PIB, Press Release - India Becoming an Economic Powerhouse posted on June 16, 2025.

GDP Growth Rate Projections for India

GDP growth projections by Government of India and other agencies are summarised below:

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 Estimated GDP Growth Rate
FY 25E FY 26E FY 27E
Ministry of Finance, GOI 6.4% 6.3%-6.8% N.A.
IMF* 6.2% 6.3% N.A.
RBI# 6.6% 6.5% N.A.
National Statistical Office (NSO)@ 6.4% N.A. N.A.
PHDCCI@ 6.5% 6.7% 6.7%
S&P Global@ 6.8% 6.5% 6.8%
Morgan Stanley@ 6.3% 6.5% 6.5%
Asian Development Bank# 6.5% 6.7% N.A.
Moody’s Agency 6.1% N.A. N.A.
Fitch Ratings@ 6.3% 6.5% 6.3%
* Source: World Economic Outlook Update April 2025
@ Data is updated as of 28th March 2025, #updated as of 10th April 2025

India, Top 4 Global Economies GDP Growth Forecast

10.0
9.2
8.0
7.6
6.5 6.2 6.3
6.0
GDP Growth (%)

5.4
5.0
4.0 4.0 4.0
3.6 3.5 3.3
3.1 2.9 2.8 2.8 3.0
2.5
2.0 1.8
1.4 1.5 1.7
0.9 0.6 0.9
0.6
0.0 0.1
-0.2 0.0
-0.3
FY 22 FY 23 FY 24 FY 25 (P) FY 26 (P)
-2.0

India China Germany Japan USA World

Note: P = Projections, Source: IMF World Economic Outlook April 2025 update.

In September 2024, India achieved a significant milestone by overtaking Japan to become the third most powerful
nation in the Asia-Pacific region, as per the Asia Power Index 2024. India's overall score rose to 39.1, reflecting a 2.8-
point increase from the previous year, driven by growing influence across economic, military, and diplomatic
dimensions.

Key factors behind India’s rise include its strong economic performance, expanding and youthful workforce, and
increasing strategic engagement across the region. India’s Economic Capability improved significantly, supported by
its position as the world’s third-largest economy in terms of purchasing power parity (PPP). Additionally, a notable
increase in its Future Resources score highlights the demographic advantage that is expected to sustain its growth
trajectory in the coming years.

2.2 Gross Value Added (GVA)

Gross Value Added (GVA) is the measure of the value of goods and services produced in an economy. GVA gives a
picture of the supply side whereas GDP represents consumption.

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Industry and Services sector leading the recovery charge

 India's economy demonstrated robust growth across various sectors. The gap between GDP and GVA growth
turned positive. The positive gap between GDP and GVA growth indicates robust tax collections contributing to
GDP growth.

 India’s sector-wise economic performance in FY 2024–25 reveals a shift in momentum across its primary,
secondary, and tertiary sectors, with notable differences compared to the previous fiscal year.

 The Primary Sector—comprising agriculture, livestock, forestry, fishing, and mining & quarrying—registered a
growth of 3.6% in FY25, showing a notable improvement from the 2.1% growth in FY24. This uptick can be
attributed to stronger performance in agriculture and allied activities, along with moderate gains in mining and
quarrying. However, erratic monsoon patterns and rising input costs may have constrained agricultural output
during the year.

 In contrast, the Secondary Sector—which includes manufacturing, electricity, gas, water supply & other utilities,
and construction—recorded a solid growth of 6.5% in FY25, though lower than the impressive 9.7% growth seen
in the previous year. This resilient performance was primarily driven by a notable recovery in manufacturing and
robust momentum in infrastructure-related segments like construction and utilities.

 The Tertiary Sector or services sector posted 7.2% growth in FY25, slightly lower than the 7.6% achieved in
FY24, yet it remained a major pillar of overall economic growth. Strong performances were observed in trade,
hotels, transport, financial services, real estate, and professional services. However, public administration and
defence services saw more modest growth, slightly dampening the overall momentum in this segment.

 Overall, growth in India’s real Gross Value Added (GVA) in FY25 was primarily driven by the resurgence of the
secondary sector and sustained strength in key segments of the services sector, even as the primary sector showed
signs of moderation.

Sectoral Growth (Y-o-Y % Growth) - at Constant Prices

Source: MOSPI, First advance estimates of GDP 2024-25, released on January 7th, 2025

Sector-wise growth in GVA at constant (2011-12) prices (in

FY 2024 FY 2025
%)
Primary 2.1 3.6
Secondary 9.7 6.5
Tertiary 7.6 7.2
Sectoral Growth (Y-o-Y % Growth) - at Constant Prices
Source: MOSPI, First advance estimates of GDP 2024-25, released on January 7th, 2025

2.3 Consumer Price Index (CPI)

Inflation Stable Inflationary Environment

In fiscal year 2025 (FY25), India’s General Index inflation, as measured by the Consumer Price Index (CPI), averaged
4.6%, marking the lowest annual inflation rate since 2018–19. This moderation in inflation reflects a significant
improvement in the country’s price stability post-COVID. In March 2025, CPI Inflation stood at 3.34%, the lowest
monthly rate since August 2019, indicating sustained disinflationary momentum in recent months.
Source: - RBI, Annual Report-Inflation, Money and Credit Dated May 29th, 2025

Several key factors contributed to this decline in inflation:

The Reserve Bank of India (RBI) pursued a pro-growth monetary policy, aiming to strike a balance between
supporting economic recovery and containing inflation. In parallel, the government actively intervened in food

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markets, particularly by augmenting buffer stocks of essential commodities and releasing them strategically to
stabilize prices. These coordinated efforts helped ease supply-side pressures, especially on food inflation.
Looking ahead, projected CPI inflation for FY26 to average around 4%, signalling continued focus on maintaining
price stability. In support of this trajectory, the RBI recently announced a cut in the repo rate, which is expected to
result in a more accommodative monetary policy stance in the coming months. This environment of low inflation and
easing interest rates may provide a favourable backdrop for economic expansion in the near term.

India’s CPI Inflation Monthly

Source: MOSPI

2.4 India Per Capita GDP Forecast

Per capita GDP growth for India is estimated at 9.19 % CAGR between FY 2025-FY 2030. Increased individual
incomes are expected to create additional discretionary spending, which may be beneficial for the sector.

GDP Per Capita, Current Prices

10
9 9.19
8 8.05
US $ in Thousands

7
6 6.275 6.273

5 4.5
4
2.71 2.88
3 2.55
2
1
0
CY 23 CY 24 CY 25 (E) CY 30 (P)
Calender Year

GDP per capita, current prices Growth Rate (%0

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 Note: E = Estimated, P = Projected
Source: IMF Data Mapper, World Economic Outlook April 2025, India, GDP Per Capita

2.5 Private Final Consumption Expenditure (PFCE)

Private Final Consumption Expenditure (PFCE) represents the total spending by resident households on final
consumption of goods and services, serving as a key indicator of consumer demand and overall economic well-being.
It reflects the extent of household consumption and plays a crucial role in driving GDP growth. In FY2025, PFCE at
constant prices rose to 56.7% of GDP, up from 56.1% in FY2024, indicating a gradual improvement in household
spending patterns. This increase suggests stronger consumer confidence, supported by factors such as easing inflation,
improving income levels, and a favourable consumption environment.
Source: - MOSPI, Second Advance Estimates of GDP 2024-25 dated February 28, 2025

2.6 Overview on Key Demographic Parameters

2.6.1 Population growth and Urbanization

India’s economic growth and expanding private consumption are intrinsically linked to its demographic and
urbanization trends. According to the World Bank, India’s population is estimated to have reached approximately 1.44
billion in 2024, reaffirming its position as the world’s most populous country, ahead of China. This continued growth
reflects an expanding labour force and consumer base, both of which are critical to sustaining long-term economic
development.
A key metric in demographic analysis—the age dependency ratio, defined as the ratio of dependents (individuals aged
below 15 or above 64) to the working-age population (15–64 years)—has been on a downward trajectory for several
decades. From a high of 76% in 1983, the dependency ratio declined to 47% in 2023 and is estimated at 50.2% in
2024. This decline signifies that for every 100 working-age individuals, there are only about 50 dependents, indicating
a favourable demographic dividend. A greater share of the population is now within the working-age group, potentially
contributing to enhanced economic productivity and income generation.

Trend of India Population vis-à-vis dependency ratio

Source: World Bank Database

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However, a parallel trend is emerging in the form of a rising old-age dependency ratio—the proportion of individuals
aged 65 and above relative to the working-age population. This figure has gradually increased, reaching 10.4% in
2024, suggesting the onset of an aging demographic shift. This highlights the growing need for robust healthcare
systems, pension reforms, and social security mechanisms to address future challenges associated with an aging
population.

India’s youthful demographic remains one of its most significant advantages. With a median age of around 29 years,
India has one of the youngest populations globally. Nearly one-fifth of the world’s youth resides in India, and as
millions enter the workforce each year, this demographic bulge offers enormous potential—provided it is met with
adequate job creation, education, and skills training.

Urbanization, too, is transforming India’s socio-economic fabric. The urban population rose from 413 million in 2013
(32% of total population) to 519.5 million in 2023 (36.4%), and further to approximately 535 million in 2024 (36.9%),
according to World Bank estimates. This rapid growth in urban areas underscores the need for sustainable urban
planning, investment in infrastructure, and development of smart cities to accommodate and benefit from the shifting
population dynamics.

Urbanization Trend in India

Source: World Bank Database

1.7.2 Breakdown of Employment by Sector

According to the Periodic Labour Force Survey (PLFS) 2023–24, the employment distribution across various sectors
exhibits distinct gender-based patterns. A significant portion of male workers are engaged in agriculture, followed by
notable participation in construction, manufacturing, and trade-related activities. In contrast, female workers are
predominantly employed in agriculture, with considerable involvement in manufacturing and other services sectors.
While female representation in trade and construction is lower compared to males, Additionally, a substantial
proportion of employed women are self-employed, often contributing as unpaid helpers in household enterprises or
operating small businesses, indicating a reliance on informal employment avenues.

Percentage distribution of workers by broad industry division 2023-24

Sector wise Male Female

Agriculture 36.3 64.4
Mining and Quarrying 0.3 0.1
Manufacturing 11.4 11.6
Electricity, Water etc. 0.7 0.2
Construction 16.4 3.7

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 Trade, Hotel and Restaurant 15.5 6.1
Transport, Storage and Communications 8.1 1.1
Other Services 11.3 13
Source: Annual Report 2023-24, Periodic Labour Force Survey

1.7.3 Disposable Income and Consumer Spending

Gross National Disposable Income (GNDI) represents the total income available to a nation’s residents for
consumption and saving after accounting for income transfers with the rest of the world. In FY24, Per capita GNDI
grew by 9.85%, followed by a moderate growth of 8.05% in FY25. This steady increase indicates that households and
businesses had more income at their disposal, which is critical for supporting both consumption and savings—key
components of economic resilience and expansion.

The rise in GNDI has translated into higher consumer spending, as reflected in the growth of Private Final
Consumption Expenditure (PFCE), which measures the total value of goods and services consumed by households.
Per Capita PFCE grew by 8.04% in FY24 and further accelerated to 10.09% in FY25, highlighting strong consumer
confidence and robust domestic demand.

Trend of Per Capita GNDI and Per Capita PFCE (Current Price)

300,000

250,000

238,519
200,000

219,312
197,697
174,816
150,000
152,504

148,408
144,620

144,561
131,743

129,967
100,000
120,052

119,516
109,315

105,092
100,439
91,843

91,315

89,641
84,441
51,764

57,201

63,339

70,258

76,379

50,000

0
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
(FE) (FRE) (SAE)

Per Capita Gross National Disposable Income Per Capita PFCE

Note: Data mentioned is in Rs. Crore, FE – Final Estimates, FRE – First Revised Estimates, SAE – Second Advanced
Estimate; Source: MOSPI

1.8 Concluding Remarks about Macroeconomic Scenario

The major headwinds to global economic growth remain significant, with escalating geopolitical tensions, volatile
global commodity prices, high interest rates, inflationary pressures, instability in international financial markets,
climate change, rising public debt, and the rapid evolution of new technologies. Despite these challenges, India's
economy is relatively well-positioned compared to other emerging markets. According to the latest IMF forecast,
India’s GDP growth is expected to be 6.2% in 2025, maintaining its position as the fastest-growing major economy
globally, well above the global growth projection of 2.8%. Key positive factors for the Indian economy include
continued strong domestic demand, robust government support for capital expenditure, moderating inflation, growing
investments in technology, and improving business confidence.

India’s strategic position as a manufacturing hub is further strengthened by government initiatives, a skilled labour
force, and a dynamic startup ecosystem, all of which bolster the country's economic outlook. The ongoing reforms
and focus on innovation are enabling India to seize emerging opportunities, making it a growing player in the global

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manufacturing landscape. In addition, several high-frequency growth indicators—such as the Purchasing Managers'
Index (PMI), E-way bills, bank credit, toll collections, and GST collections—have shown a positive trajectory in
FY25. The normalization of employment post-economic reopening is expected to provide further support to
consumption expenditure.

Public investment is also poised to grow, with the government allocating a significant ₹11.21 lakh crore for capital
expenditure in FY25. The private sector’s investment intentions are showing positive signs, as evidenced by increased
new project investments and a strong import of capital goods. Furthermore, rural demand is likely to improve,
bolstered by healthy sowing, better reservoir levels, and the positive progress of the southwest monsoon, coupled with
the government's push for infrastructure investment and other policy measures. These factors are expected to further
support the investment cycle and strengthen India's economic resilience in the coming years.

3. Industry Overview – IVF Industry

Some imagine IVF as a highly clinical process involving test tubes, petri dishes, and complex laboratory procedures,
while others see it as a deeply personal journey filled with hope, patience, and resilience. Today, with an expanding
range of assisted reproductive technologies, treatments, and supportive services, it is possible for many couples and
individuals to pursue their dream of parenthood. It is therefore unsurprising that the IVF industry has become one of
the most dynamic and fast-growing segments of global healthcare. Fertility care is no longer limited to a niche medical
service—it has become a critical contributor to healthcare innovation, social progress, and human well-being across
the world.

In Vitro Fertilization (IVF) is a medical procedure that offers hope to couples struggling with infertility. It involves
combining eggs and sperm in a laboratory to achieve fertilization. If this process is successful, the resulting fertilized
egg, or embryo, develops for several days before one or more healthy embryos are implanted into the uterus, aiming
for a successful pregnancy. With increasing awareness of infertility issues and advancements in IVF techniques,
conversations around reproductive challenges and the success rates associated with treatment are becoming more open
and accepted. Couples now have expanded options such as egg and sperm donation, cryopreservation for future use,
and embryo testing through advanced genetic screening.

While IVF represents a breakthrough in reproductive medicine, the process can be emotionally and financially
demanding. The physical challenges of egg retrieval, hormonal shifts, and uncertainty of outcomes often contribute to
stress and anxiety. Many couples also experience feelings of isolation or societal pressure, making mental health
support an important component of fertility care. Nevertheless, with advancements in medical technology, supportive
care frameworks, and initiatives to improve accessibility, the IVF services market is poised for robust growth.

3.1 IVF Process

In Vitro Fertilization (IVF) is a multi-step assisted reproductive technology designed to aid couples experiencing
infertility. The process involves careful hormonal stimulation, gamete handling, and embryo transfer, ensuring
maximum success rates while minimizing medical risks.

[Remainder of page left intentionally blank]

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Source: Infomerics Analytics & Research
The key steps in the IVF process are as follows:

1. Ovarian Stimulation

 The process begins with controlled ovarian stimulation using hormonal medications to induce the development
of multiple mature eggs.
 Regular monitoring through ultrasound and hormone assessments ensures optimal follicle growth and timing for
egg retrieval.

2. Oocyte Pick-Up (OPU)

 Once the eggs reach maturity, they are retrieved from the ovaries using a minimally invasive procedure, typically
under sedation.
 The collected oocytes are then prepared for fertilization in the laboratory.

3. Sperm Processing

 Semen samples are collected from the male partner or donor.

 The sperm is processed to isolate the most viable and motile spermatozoa, which are then used for fertilization.

4. Egg Fertilization

 Processed sperm is combined with the eggs either through conventional IVF or via Intracytoplasmic Sperm
Injection (ICSI) depending on the infertility cause.
 Fertilization is monitored under laboratory conditions to ensure embryo formation.

5. Embryo Development

 Fertilized eggs develop into embryos over a period of 3–5 days in a controlled laboratory environment.
 Embryo quality is assessed, and in some cases, Preimplantation Genetic Testing (PGT) may be performed to
screen for genetic abnormalities.

6. Embryo Transfer

 Selected healthy embryos are transferred into the recipient’s uterus at an optimal time in the menstrual cycle.

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 The procedure is minimally invasive and usually performed under ultrasound guidance.

7. Pregnancy Test and Follow-Up

 Approximately two weeks after embryo transfer, a pregnancy test is conducted to confirm implantation success.
 Ongoing monitoring continues to ensure the health of the pregnancy and manage any complications.
 The IVF process integrates advanced reproductive technologies with clinical monitoring to maximize fertilization
and implantation success. Variations such as frozen embryo transfer (FET), donor egg cycles, and ICSI are applied
based on patient-specific fertility challenges.

3.2 Market Size – IVF Industry

The global IVF market is estimated at USD 27.49 billion in 2024 and is projected to reach USD 54.60 billion by 2034,
reflecting a CAGR of 7.10%. Within this landscape, the Indian IVF market is expected to expand from USD 1.32
billion in 2024 to USD 4.54 billion by 2034, registering a robust CAGR of 13.13%. This implies India’s share of the
global market is set to rise from ~4.8% in 2024 to ~8.3% by 2034, positioning it as one of the fastest-growing IVF
markets worldwide.

IVF Industry
60
54.6
50 4.54
In USD Billions

40

30 27.49
1.32 50.06
20
26.17
10

0
2024(E) 2034(P)

Global IVF Excl. India Indian IVF

Source: Infomerics Analytics & Research

Note: E-Estimated, P-Projected

Growth in India is underpinned by structural and demographic shifts. Rising infertility prevalence, delayed marriages,
changing lifestyle patterns, and increasing maternal age have expanded the addressable patient pool. Greater
awareness of assisted reproductive technologies (ART), particularly IVF, across urban and semi-urban centres is
expected to accelerate adoption.

In addition, technological advancements such as AI-enabled embryo selection, preimplantation genetic testing,
cryopreservation, and improved clinical protocols are enhancing success rates and patient confidence. Supportive
regulatory frameworks, including the ART and Surrogacy Acts, along with the potential inclusion of fertility
treatments under insurance, are expected to broaden affordability and access.

Collectively, these factors position India as a critical growth hub within the global IVF landscape, supported by
favourable demographics, medical expertise, and rising affordability.

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3.3 Fertility rate among different countries in world

3.5
Fertility Rate,Total (Births per Woman)

3.0 3.1
3.0 2.8
2.4 2.4
2.5
1.9 2 1.9 2
2.0 1.7 1.7 1.6 1.8 1.7
1.5 1.6 1.6
1.5
1
1.0

0.5

0.0
World Australia China United Kingdom India United States

2023 2013 2003

Source: World Bank Group, Infomerics Analytics & Research

While the global population is projected to continue expanding in the coming decades, the pace of growth is slowing
significantly due to declining fertility rates worldwide. Fertility rate refers to the average number of children born per
woman. Globally, this has fallen from around 3.0 births per woman in 2003 to 2.4 births in 2023, reflecting a sustained
downward trend.

Across countries, the decline has occurred at varying rates. Australia’s fertility rate dropped from 1.7 in 2003 to 1.5
in 2023, while China saw a sharper decline from 1.6 to 1.0 over the same period. Similarly, the United Kingdom
moderated from 1.7 in 2003 to 1.6 in 2023, and the United States declined from 2.0 to 1.6. India, though still above
replacement levels, experienced a significant reduction, from 3.1 births per woman in 2003 to 2.0 in 2023. (World
Bank Group).

This structural decline in fertility across both developed and developing economies underscores the growing demand
for assisted reproductive technologies, including IVF. Countries with rates at or below the replacement level of 2.1
are increasingly turning to medical interventions to address infertility and sustain birth rates, highlighting the relevance
and growth potential of the IVF industry.

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3.4 State wise fertility rate in India

Himachal Pradesh

Arunachal Pradesh
Uttarakhand

Sikkim

Nagaland

Meghalaya Manipur

Tripura Mizoram

Goa 1.3

Andaman & Nicobar 1.3

Kerala

Note: Jammu & Kashmir is Union Territory excluding Ladakh (UT)

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Source: NFHS 5(2019-21), MoH&FW, Infomerics Analytics & Research

The Total Fertility Rate (TFR), which indicates the average number of children a woman is expected to have over her
lifetime, exhibits notable variation across Indian States and Union Territories (UTs). According to the latest data, most
States and UTs have achieved fertility levels at or below the replacement rate of 2.1, reflecting significant progress in
family planning and demographic transition. Low fertility is observed in UTs and states such as Andaman and Nicobar
Islands (1.3), Goa (1.3), Ladakh (1.3), Lakshadweep (1.4), Chandigarh (1.4), and Jammu & Kashmir (1.4), indicating
early transition and widespread adoption of reproductive health measures. Southern and western states such as Andhra
Pradesh (1.7), Karnataka (1.7), Maharashtra (1.7), Himachal Pradesh (1.7), Tamil Nadu (1.8), Kerala (1.8), Telangana
(1.8), Chhattisgarh (1.8), and Odisha (1.8) show moderate fertility rates, generally below replacement level. In
contrast, higher fertility persists in several northern, eastern, and northeastern states, including Bihar (3.0), Uttar
Pradesh (2.4), Jharkhand (2.3), Meghalaya (2.9), and Manipur (2.2), reflecting slower demographic transition in these
regions. States like Haryana (1.9), Assam (1.9), Gujarat (1.9), Uttarakhand (1.9), and Rajasthan (2.0) fall in the
intermediate range, indicating gradual movement towards replacement-level fertility. Overall, this data underscores
regional disparities in population growth, with lower fertility concentrated in urbanized and economically advanced
regions, while traditional and rural areas maintain relatively higher fertility levels. These patterns have important
implications for healthcare infrastructure, maternal and child health programs, and policy interventions targeting
population stabilization across India.

3.6 Market Segmentation – IVF Industry

The IVF industry can be segmented on the basis of source of infertility, technology type, and procedure type. Each
segment reflects distinct patient demographics, treatment preferences, and evolving technological adoption.

[The remainder of this page has intentionally been left blank]

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Source: Infomerics Analytics and Research

3.6.1 Segmentation by Source of Infertility

Around 17.5% of the adult population – roughly 1 in 6 worldwide – experience infertility. (WHO) Infertility may
originate from male, female, or combined/unexplained factors, each requiring different medical interventions.

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 IVF Market Size -By Infertility for CY 25

48%
52%

Female Male

Source: Infomerics Analytics & Research

1. Male Infertility

o Causes include low sperm count, poor sperm motility, abnormal morphology, genetic disorders, or complete
absence of sperm (azoospermia).
o Treatments often require advanced procedures such as:

 ICSI (Intracytoplasmic Sperm Injection), which bypasses natural fertilization by injecting a single
sperm into an egg.
 TESA (Testicular Sperm Aspiration), where sperm is surgically retrieved from the testes in cases of
azoospermia.

o Demand for male-focused IVF treatments is expected to rise as lifestyle-related issues (stress, obesity,
smoking, pollution) increasingly impact male reproductive health.

2. Female Infertility

o Female infertility stems from conditions such as Polycystic Ovary Syndrome (PCOS), blocked fallopian
tubes, endometriosis, ovulation disorders, diminished ovarian reserve, and advanced maternal age.
o IVF treatments may involve fresh or frozen cycles, ovarian stimulation protocols, and, in certain cases,
donor egg IVF when natural oocytes are not viable.
o With urbanization and delayed childbearing, the prevalence of female infertility is rising, making this the
largest segment of demand for IVF procedures.

3. Combined/Unexplained Infertility

o In some cases, infertility results from multiple contributing factors across both partners, or the cause remains
medically unexplained despite testing.
o This segment often requires advanced diagnostic tools, genetic screening, and combined treatments (such as
IVF with PGT).
o Increasing awareness and adoption of diagnostic technologies are helping address unexplained infertility
cases, thereby expanding the scope of treatment cycles.

Trend: Male infertility is no longer underdiagnosed and now accounts for a significant share of IVF demand,
driving adoption of ICSI and TESA-based interventions.

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3.5.2 Segmentation By Technology Type

Technological advancements in assisted reproduction have diversified treatment approaches:

1. Conventional IVF (Non-ICSI)

o The standard approach where eggs and sperm are combined in a laboratory dish for natural fertilization.
o Effective for couples without severe male-factor infertility but declining in relative share due to lower
fertilization success compared to ICSI.

2. Intracytoplasmic Sperm Injection (ICSI)

o Involves injecting a single sperm directly into the egg.

o Particularly critical in male infertility, cases of poor sperm quality, or when conventional IVF yields low
fertilization rates.
o Today, ICSI accounts for the majority of IVF cycles globally, reflecting its high success rates.

3. Frozen Embryo Transfer (FET)

o Embryos created through IVF are cryopreserved and later thawed for implantation.
o Increasingly preferred due to reduced risk of ovarian hyperstimulation, flexibility in scheduling, and
comparable or higher success rates than fresh transfers.

4. Preimplantation Genetic Testing (PGT)

o A genetic screening method performed on embryos before transfer to detect chromosomal abnormalities or
hereditary disorders.
o Adoption is rising among older women and couples with a family history of genetic diseases.

5. Intrauterine Insemination (IUI)

o A less invasive, lower-cost technique where concentrated sperm is placed directly in the uterus.
o While success rates are lower than IVF, it remains popular as a first-line treatment.

6. Egg Freezing (Oocyte Cryopreservation)

o Allows women to preserve eggs for future use, especially those delaying pregnancy for career, health, or
personal reasons.
o This technology is witnessing strong growth in urban markets with greater awareness of fertility preservation.

7. TESA (Testicular Sperm Aspiration)

o A minimally invasive surgical method to retrieve sperm directly from testicular tissue.
o Primarily used in cases of azoospermia or where no sperm is present in ejaculate.

Trend: ICSI dominates the technology landscape, particularly in male infertility, while FET and egg freezing are
increasingly adopted among women seeking reproductive flexibility.

3.6.2 Segmentation by Procedure Type

IVF procedures vary depending on source and handling of gametes/embryos:

1. Fresh Donor Cycle

o IVF treatment using freshly retrieved donor eggs.

o Selected when the recipient cannot produce viable eggs due to advanced age or medical conditions.

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2. Fresh Non-Donor Cycle

o IVF cycle using the patient’s own freshly retrieved eggs, transferred immediately after fertilization.
o Once the dominant procedure, it is gradually being replaced by frozen cycles due to safety and scheduling
advantages.

3. Frozen Donor Cycle

o Involves using cryopreserved donor eggs.

o Offers flexibility and eliminates the need for synchronization between donor and recipient cycles.

4. Frozen Non-Donor Cycle

o Utilizes a woman’s previously frozen eggs or embryos, later thawed and implanted.
o Increasingly preferred as it reduces risks and improves outcomes compared to fresh cycles.

5. Donor Egg IVF Cycle

o Involves fertilization of donor eggs for women with diminished ovarian reserve, ovarian failure, or hereditary
conditions.
o Common in women above 38 years, where natural egg quality declines.

6. Other IVF Cycles

o Includes donor sperm cycles, surrogacy-based IVF, and hybrid approaches combining multiple ART
techniques.
o Although smaller in volume, these cycles are growing due to changing family structures and social
acceptance of assisted reproduction.

Trend: Frozen cycles—both donor and non-donor—are surpassing fresh cycles, driven by reduced medical risks,
better embryo viability, and higher patient convenience.

4. Market Dynamics

4.1 Key Growth Drivers

The In-Vitro Fertilization (IVF) industry is undergoing structural transformation driven by demographic shifts,
delayed parenthood, rising infertility rates, technological advancements, and supportive regulatory frameworks.
Between FY2026 and FY2033, the sector is expected to benefit from both cyclical and secular demand levers,
supported by growing awareness, affordability of treatments, and expansion of specialized healthcare infrastructure.

Market Drivers and Impact Assessment (FY2026 – FY2033)

Driver Impact
1-2 Years 3-4 Years 5-7 Years
1. Growth of Reproductive Tourism High High High
2. Advancements in IVF Technology Medium High High
3. Supportive Government Initiatives Medium Medium High
4. Delayed Family Planning Medium High High
5. Rising Fertility Issues High High High
6. Growing Awareness and Acceptance Medium High High
7. Expansion of Healthcare Infrastructure Medium Medium High
8. Rising Disposable Incomes & Medical Financing Medium High High
9. Increasing Role of Corporate & Social Support Systems Low Medium High
Source: Infomerics Analytics & Research

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Detailed Overview:

1. Growth of Reproductive Tourism

India’s significant cost advantage (IVF at ~$3,000–4,000 vs. $15,000–20,000 in the US) is driving a steady inflow of
international patients. Accessibility of egg donors, comprehensive surrogacy options, and less restrictive regulations
on procedures like gender selection add to India’s appeal.

2. Advancements in IVF Technology

New techniques such as assisted hatching, vitrification, and sperm retrieval are improving success rates. Innovations
like embryo scope (time-lapse imaging) and AI-based embryo selection tools (e.g., Ivy) are expected to become
industry standards over the medium to long term.

3. Supportive Government Initiatives

Low-interest loans for fertility clinics, medical supply subsidies, and issuance of medical visas are enhancing India’s
position as a reproductive healthcare hub. Policy-driven support is expected to play a stronger role in the long term.

4. Delayed Family Planning

Urban couples increasingly prioritize education and careers before marriage and childbirth. The rising average
maternal age and growing demand for egg freezing are expected to escalate IVF dependency over the next decade.

5. Rising Fertility Issues

Lifestyle-related infertility (stress, smoking, alcohol, sedentary habits) combined with late pregnancies has resulted in
higher incidence rates. With declining natural conception rates, IVF demand is expected to remain structurally high
across all timeframes.

6. Growing Awareness and Acceptance

Public awareness campaigns, corporate wellness programs, and digital platforms are reducing stigma around
infertility. In the medium to long term, wider acceptance is expected to normalize IVF as a mainstream treatment
option.

7. Expansion of Healthcare Infrastructure

The growth of fertility centers in Tier-II and Tier-III cities, coupled with international collaborations, is widening
geographic access. Infrastructure improvements will progressively lift penetration and patient inflows.

8. Rising Disposable Incomes & Medical Financing

Increasing affordability through rising incomes, EMI-based financing, and partial insurance coverage is expected to
significantly reduce cost barriers. This will expand IVF access beyond premium urban segments.

9. Increasing Role of Corporate & Social Support Systems

Corporate policies covering IVF, egg freezing, and maternity-related treatments, along with NGO support, will
continue to encourage adoption. The long-term impact is expected to be high as fertility benefits become a standard
HR practice.

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4.2 Threats and Challenges

Despite its rapid expansion and rising global relevance, the IVF industry faces several structural and regulatory
challenges that could influence its long-term growth trajectory and sustainability. The sector’s dependence on
advanced medical technology, skilled specialists, and evolving ethical as well as legal frameworks creates a complex
operating environment for fertility clinics and healthcare providers. Additionally, rising competition, high treatment
costs for patients, and sensitivity to success rates may exert pressure on margins and limit accessibility for a broader
population segment.

Market Restraints and Impact Assessment (FY2026–FY2032)

Impact
Restraint 1–2 3-4 5-7
Years Years Years
1. High Cost of IVF Treatment High High Medium
2. Lack of Regulatory Framework and Uniform Regulations Medium High High
3. Vulnerability of Women in Cross-Border Reproductive
Medium High High
Tourism
4. Cultural Stigmas Medium Medium Low
5. Psychological Impact on Patients Medium High High
Source: Infomerics Analytics & Research

Detailed Overview:

1. High Cost of IVF Treatment

Even with government subsidies, IVF treatments remain financially burdensome due to uncovered costs such as
consultations, storage, and travel. This deters many couples from seeking treatment in the short to medium term,
though affordability initiatives and financing options may ease the burden over the long term.

2. Lack of Regulatory Framework and Uniform Regulations

Fragmented regulations around ART, donor guidelines, surrogacy, and ethical norms create compliance risks and
erode patient confidence. This challenge is likely to intensify as cross-border reproductive care grows, demanding
stricter oversight in the long term.

3. Vulnerability of Women in Cross-Border Reproductive Tourism

Women acting as surrogates in developing economies often face health risks, limited legal recourse, and post-birth
neglect. As international demand for affordable surrogacy rises, this challenge will deepen unless clear protections
and safeguards are enforced.

4. Cultural Stigmas

Infertility remains a social taboo in many regions, discouraging couples from seeking treatment. Although rising
awareness campaigns are gradually reducing stigma, the impact will remain medium-term before declining as IVF
becomes normalized.

5. Psychological Impact on Patients

The emotional toll of infertility and IVF failures contributes to stress, depression, and strained relationships.
Inadequate access to counselling services exacerbates this challenge, and its significance is expected to persist unless
holistic patient support becomes standard practice.

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5. GOVERNMENT INITIATIVES AND POLICY SUPPORT

The Indian Assisted Reproductive Technology (ART) and surrogacy ecosystem has transitioned from an unregulated
market to one governed by a structured legal framework. The Government of India enacted two landmark
legislations—the Assisted Reproductive Technology (Regulation) Act, 2021 (“ART Act”) and the Surrogacy
(Regulation) Act, 2021 (“Surrogacy Act”)—which came into full effect by 2022 and have significantly reshaped
the IVF industry. These laws have been formulated to safeguard patient rights, ensure ethical practices, protect
surrogate mothers and gamete donors, and maintain transparency across clinics and ART banks.

5.1 Assisted Reproductive Technology (Regulation) Act, 2021

The ART Act establishes the regulatory framework for IVF clinics, ART banks, gamete donation, and related services
such as intrauterine insemination (IUI), in vitro fertilization (IVF), and intracytoplasmic sperm injection (ICSI).

Key Provisions:

 Mandatory Registration: All ART clinics and banks must be registered with the National Registry of Banks and
Clinics of India. Clinics must meet prescribed standards relating to infrastructure, equipment, and qualified staff.
 Informed Consent: Clinics are legally obligated to provide patients with detailed written information (procedure,
risks, costs, alternatives) in a language they understand, prior to obtaining informed consent.
 Patient Confidentiality: Patient identity and treatment details must remain confidential, with disclosure
permitted only to the National Registry (which also maintains confidentiality).
 Rights of the Child: A child born through ART is legally recognized as the biological child of the commissioning
couple/individual and enjoys full inheritance and legal rights.
 Gamete Donor Regulations:
o Egg Donors: Must be ever-married women aged 23–35 years, with at least one living child (minimum 3 years
old). Donation is limited to once in a lifetime.
o Sperm Donors: Must be men aged 21–40 years. Donation frequency is regulated to prevent consanguinity
risks.
o Screening: Mandatory medical, genetic, and psychological screening of all donors.
o Anonymity: Donor and recipient identities remain confidential; only non-identifiable donor information may
be shared.
 Ethical Provisions: Prohibition of sex selection, embryo trading, or commercial exploitation.
 Grievance Redressal: Establishment of State and National Boards to address complaints against clinics.

The ART Act ensures accountability, improves patient confidence, and standardizes service quality, though it has
increased compliance costs for smaller clinics.

5.2 Surrogacy (Regulation) Act, 2021

The Surrogacy Act governs the practice of surrogacy in India, shifting the model from commercial to altruistic
surrogacy. The law aims to prevent exploitation of surrogate mothers while ensuring ethical practices.

Key Provisions:

 Ban on Commercial Surrogacy: Monetary compensation, beyond medical expenses and insurance, is prohibited.
Only altruistic surrogacy is permitted.

 Eligibility of Intended Parents:

o Must be an Indian married couple (minimum 5 years of marriage).

o Female: 23–50 years; Male: 26–55 years.
o Must not have a surviving biological/adopted child (with certain exceptions for life-threatening conditions).

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 o Must obtain a medical certificate proving infertility/medical necessity.

 Eligibility of Surrogate Mother:

o Must be a close relative of the intending couple.

o Ever-married woman aged 25–35 years, with at least one biological child of her own.
o Can act as a surrogate only once in her lifetime.
o Must be medically and psychologically fit.

 Child’s Legal Status: The child born through surrogacy is deemed the biological child of the intending couple.
 Insurance Coverage: Comprehensive health insurance for the surrogate mother (as prescribed, minimum 36
months).

The ban on commercial surrogacy has substantially reduced the number of surrogacy cases, limiting demand to
altruistic cases within families. This has reduced foreign medical tourism for surrogacy and narrowed the pool of
eligible surrogate mothers.

5.3 Impact on Industry Stakeholders

 Clinics: Must upgrade infrastructure and reporting mechanisms; compliance costs have increased but
credibility has improved.
 Patients: Legal safeguards enhance trust, ensuring rights and confidentiality.
 Donors & Surrogates: Protected from exploitation but face stricter eligibility norms.
 International Patients: Restrictions on surrogacy and donor anonymity have reduced cross-border fertility
tourism to India.

The ART Act and Surrogacy Act represent a paradigm shift in India’s IVF industry, bringing transparency, ethical
accountability, and legal protection. While these regulations have reduced unregulated practices and patient
vulnerability, they have also narrowed eligibility criteria for surrogacy and increased compliance obligations for
clinics. In the long term, these laws are expected to strengthen India’s IVF ecosystem by fostering patient trust and
aligning industry practices with global ethical standards.

6. TECHNOLOGY & DIGITAL TRANSFORMATION

The IVF industry is witnessing a wave of technological and digital innovations that are transforming both clinical
practices and patient care. These advancements aim to improve success rates, enhance efficiency, and make fertility
treatment more accessible and patient-friendly.

6.1 Advancements in Clinical Technology

 AI and ML Applications: Enhancing embryo selection, sperm analysis, and predicting IVF success rates.
 Time-lapse Imaging: Continuous monitoring of embryo development without disturbance, improving
precision in selection.
 Automation and Robotics: Streamlining lab procedures to reduce human error and improve efficiency.

6.2 Digital Transformation in Patient Care

 Telemedicine & Mobile Platforms: Expanding access to fertility consultations, especially in underserved
regions.
 Fertility Management Software: Integration of electronic medical records and patient portals to streamline
workflows and improve transparency.
 Wearables & Remote Monitoring: Supporting personalized treatment plans through continuous data
tracking.

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These innovations are making IVF more data-driven, accessible, and patient-centric, while lowering costs and
enhancing success rates.

7. PESTLE Analysis of the Industry

The IVF industry operates within a complex external environment shaped by regulatory, economic, social,
technological, legal, and environmental factors. Understanding these dimensions is critical for assessing growth
opportunities, potential risks, and long-term sustainability of the sector.

Factor Description
Political  Government Initiatives: Several governments, including India, are introducing policies to
improve access to assisted reproductive technologies (ART) through partial funding,
regulation, and public–private partnerships.
 Regulatory Framework: Implementation of ART Acts and guidelines (e.g., India’s ART
(Regulation) Act, 2021) ensures standardization, safety, and ethical practices, but also
increases compliance costs for clinics.
 International Regulations: Variations in surrogacy and reproductive tourism laws across
countries influence cross-border fertility treatments.
Economic  High Treatment Costs: IVF remains expensive, with limited insurance coverage in most
countries, making affordability a challenge.
 Growing Medical Tourism: Lower-cost IVF procedures in countries like India, Thailand,
and Turkey attract international patients, boosting sector revenues.
 Economic Slowdowns: Economic uncertainties can delay discretionary healthcare
spending such as fertility treatments.
Social  Rising Infertility Rates: Lifestyle changes, delayed marriages, and increased stress levels
have contributed to a higher prevalence of infertility.
 Changing Family Structures: Acceptance of single parenthood and same-sex parenting is
increasing demand for IVF.
 Awareness and Acceptance: Social stigma around infertility is declining, leading to wider
adoption of assisted reproductive technologies.
Technological  Advanced Clinical Tools: AI-driven embryo selection, time-lapse imaging, and genetic
screening enhance IVF success rates.
 Digital Platforms: Telemedicine, fertility apps, and wearable devices improve patient
engagement and treatment personalization.
 Laboratory Automation: Robotics and cryopreservation advancements reduce errors and
improve efficiency in clinical outcomes.
Legal  Ethical and Legal Constraints: Regulations on embryo storage, gamete donation, and
surrogacy vary significantly across jurisdictions.
 Intellectual Property Rights: Innovations in IVF techniques and equipment often involve
licensing and patent issues.
 Compliance Requirements: Stringent medical, safety, and data protection laws impact
clinic operations and cost structures.
Environmental  Healthcare Waste Management: IVF procedures generate biomedical waste, requiring
strict adherence to disposal and environmental safety standards.
 Energy-Intensive Labs: IVF labs depend on continuous power for incubation,
refrigeration, and mnitoring equipment, increasing energy consumption.
 Sustainability Focus: Clinics are gradually adopting eco-friendly lab designs and waste
reduction practices to align with environmental regulations.

8. Competitive Landscape

India’s IVF industry has evolved into a rapidly growing and increasingly competitive ecosystem. The sector is marked
by the presence of specialized fertility clinics, hospital-based IVF units, and emerging pan-India chains that provide
standardized treatment protocols. In addition to domestic players, international fertility brands are also entering the

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Indian market, driven by rising demand, medical tourism, and regulatory clarity. Clinics cater to a diverse patient base
including urban couples, individuals with infertility challenges, and international patients seeking cost-effective
solutions.

8.1 Key Factors Shaping Competition

 Quality of Clinical Outcomes: Success rates of IVF cycles remain a primary differentiator, with clinics investing
in advanced technologies such as AI-driven embryo selection, time-lapse monitoring, and genetic testing to
improve live birth rates.

 Regulatory Compliance: Adherence to the ART (Regulation) Act, 2021 and the Surrogacy (Regulation) Act,
2021 is now a key competitive factor, as only compliant clinics with registered ART banks and qualified personnel
are permitted to operate.

 Technology Adoption: Digitally enabled platforms, electronic health records, and teleconsultation services are
increasingly leveraged to improve patient engagement and expand reach beyond metropolitan cities.

 Cost and Accessibility: Price sensitivity remains high in India. Clinics offering transparent pricing models,
installment plans, and cost-effective packages are better positioned to capture middle-income patients.

 Brand Reputation and Trust: Word-of-mouth referrals, patient testimonials, and accreditation from reputed
medical bodies play a critical role in attracting patients in this trust-sensitive domain.

 Medical Tourism and International Presence: India’s cost advantage is driving inbound reproductive tourism.
Clinics with international tie-ups and multilingual patient support gain an edge in attracting foreign patients.

 Consolidation and Scale: Larger, well-capitalized players are expanding through acquisitions and establishing
multi-city networks, enabling standardization of practices and brand recognition across regions.

8.2 Competitive Strategies

Players in the Indian IVF industry adopt diverse strategies to strengthen their market position, improve patient
outcomes, and expand their geographic reach. Competition is shaped by differentiation in clinical quality, technology
integration, cost efficiency, and brand trust.

8.2.1 Focus on Clinical Excellence

 Clinics emphasize improving success rates through investments in advanced technologies such as AI-based
embryo selection, pre-implantation genetic testing (PGT), and time-lapse embryo imaging.
 Partnerships with reputed embryologists and medical specialists strengthen credibility and help attract patients
seeking high-quality outcomes.

8.2.2 Expansion and Consolidation

 Leading players are pursuing multi-city expansion and acquisition of smaller standalone clinics to achieve
scale and operational efficiencies.
 Establishing pan-India chains ensures standardized protocols, stronger brand visibility, and patient
confidence across regions.

8.2.3 Technology and Digital Enablement

 Integration of telemedicine, fertility apps, and electronic medical records enhances accessibility and
transparency.

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  Automation in laboratories and adoption of digital fertility management tools streamline clinical processes,
reducing human error and turnaround time.

8.2.4 Patient-Centric Pricing Models

 With cost being a key barrier, players are introducing package-based treatments, installment schemes,
and bundled services to appeal to middle-income groups.
 Transparent pricing and flexible financing options strengthen trust and widen the patient base.

8.2.5 Brand-Building and Trust Creation

 Clinics invest in awareness campaigns, patient education programs, and testimonials to reduce stigma
and position themselves as reliable partners in the fertility journey.
 Accreditation from medical associations and adherence to ethical practices enhance brand reputation.

8.2.6 Leveraging Medical Tourism

 India’s cost advantage attracts international patients. Clinics adopt strategies such as multilingual support,
concierge services, and international collaborations to cater to this segment.
 Tie-ups with overseas agencies and hospitals also help build a steady flow of foreign patients.

8.2.7 Compliance and Ethical Practices

 Strict adherence to the ART (Regulation) Act, 2021 and the Surrogacy (Regulation) Act, 2021 has become
a critical strategy, as regulatory non-compliance can result in closure or penalties.
 By aligning operations with ethical and legal frameworks, players build credibility with both patients and
regulators.

8.3 Barriers to Entry

While the IVF industry in India presents significant growth opportunities, new entrants face considerable challenges
in establishing and sustaining operations. These barriers arise from regulatory requirements, capital intensity, clinical
expertise, and patient trust considerations.

8.3.1 Regulatory and Compliance Requirements

 The ART (Regulation) Act, 2021 and the Surrogacy (Regulation) Act, 2021 mandate strict registration,
reporting, and operational standards for IVF clinics and ART banks.
 Compliance with donor eligibility norms, data reporting to national registries, and patient rights obligations
create substantial administrative and legal hurdles for new entrants.

8.3.2 High Capital and Infrastructure Costs

 Establishing an IVF clinic requires significant investment in specialized infrastructure, laboratory equipment
(e.g., incubators, cryopreservation units), and high-quality consumables.
 Maintaining international-grade facilities with uninterrupted power, sterile environments, and advanced
technologies results in high fixed costs.

8.3.3 Requirement of Skilled Manpower

 The industry depends heavily on highly skilled embryologists, fertility specialists, and trained lab technicians.
 The scarcity of such expertise and the cost of retaining qualified professionals act as barriers for small or new
entrants.

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8.3.4 Brand Trust and Reputation

 IVF is a trust-sensitive industry, where patient decisions are influenced by clinic reputation, success rates,
and word-of-mouth referrals.
 New entrants without proven track records may find it difficult to build credibility in the early years.

8.3.5 Technology and R&D Dependence

 Continuous investments in emerging technologies such as AI-based embryo selection, time-lapse imaging,
and genetic testing are critical to remain competitive.
 Smaller players may find it challenging to keep pace with innovation due to cost constraints.

8.3.6 Ethical and Social Sensitivities

 IVF services are subject to social scrutiny and ethical debates, particularly around gamete donation, embryo
handling, and surrogacy.
 New entrants face the dual challenge of ensuring compliance while managing societal perceptions and
cultural sensitivities.

8.3.7 Market Consolidation

 The trend of consolidation, with larger players acquiring smaller clinics, increases competitive pressure.
 Established chains benefit from economies of scale, brand visibility, and patient trust, making market
penetration harder for new entrants.

8.4 Consolidation Trends in the IVF Industry

The IVF industry in India is witnessing increasing consolidation as larger players expand their footprints and smaller
clinics align with organized networks. This trend is driven by rising compliance costs, the need for advanced
technology, and patient preference for established brands with standardized practices.

8.4.1 Drivers of Consolidation

 Regulatory Pressures: The implementation of the ART (Regulation) Act, 2021 and the Surrogacy
(Regulation) Act, 2021 has increased compliance requirements, pushing smaller unregistered clinics either to
shut down or merge with larger, compliant players.
 Capital and Technology Requirements: Advanced IVF technologies such as AI-driven embryo selection,
pre-implantation genetic testing, and time-lapse imaging require significant investments that are more feasible
for well-capitalized players.
 Patient Trust and Brand Building: Larger chains leverage brand reputation, success rate data, and
accreditation to attract patients, making it difficult for standalone clinics to compete.

8.4.2 Forms of Consolidation

 Mergers and Acquisitions: Leading IVF chains are acquiring regional clinics to build multi-city networks
and enhance geographical reach.
 Strategic Partnerships: Tie-ups between IVF clinics and multispecialty hospitals are growing, enabling
integration of fertility services into broader healthcare offerings.
 Franchise Models: Some players are expanding through franchise-based models, providing smaller clinics
with access to brand name, protocols, and technology.

8.4.3 Implications of Consolidation

 Standardization of Practices: Consolidation is leading to uniform treatment protocols, centralized data

management, and improved quality of care.

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  Operational Efficiencies: Larger networks benefit from shared infrastructure, bulk procurement of
consumables, and specialized manpower, lowering costs per cycle.
 Competitive Landscape Shift: Smaller standalone clinics face margin pressures and reduced patient flow,
accelerating further consolidation.
 Access Expansion: Organized players with pan-India presence are extending IVF services to Tier II and Tier
III cities, improving accessibility beyond metros.

8.5 Key Industry Players

1. Nova IVF Fertility

Nova IVF Fertility (NIF) is among India’s largest fertility service providers, operating more than 100 centres
across 70+ cities. Established over a decade ago, it has facilitated over 90,000 successful IVF pregnancies. The
company offers a wide range of treatments, including IUI, IVF, andrology services, vitrification for egg/embryo
preservation, Endometrial Receptor Array (ERA), embryoscope, IMSI, and ICSI. Its approach is anchored in Self-
cycle™ IVF, which prioritises the use of a couple’s own eggs and sperm, reflecting adherence to ethical and
standardized treatment practices.

The company was the first Indian chain to introduce several advanced technologies and protocols, including
Magnetic-Activated Cell Sorting (MACS), and has been instrumental in driving adoption of international-quality
embryology standards in India. Its clinical model is supported by trained embryologists, IVF specialists, and
protocol-driven laboratory practices.

In 2023, Nova IVF Fertility was acquired by Asia Healthcare Holdings (AHH), a TPG-incubated platform, with
the acquisition expected to drive further expansion and integration benefits. With established scale and
standardised practices, Nova IVF is positioned as one of the leading organised players in the Indian IVF market,
though it continues to face competitive pressures from other large chains expanding in Tier I and Tier II cities.

2. Birla Fertility & IVF

Birla Fertility & IVF is part of the C.K. Birla Group, a diversified Indian conglomerate with multi-billion-dollar
revenues, over 35,000 employees, and a global presence across technology, automotive, home and building
products, and healthcare. Headquartered in Gurugram, Haryana, Birla Fertility & IVF represents the Group’s
focused entry into advanced reproductive healthcare.

The company employs over 200 professionals, including fertility specialists with experience across more than
120,000 IVF cycles. Its IVF laboratories are designed to meet international standards and offer treatments such
as IVF, IUI, ICSI, fertility preservation, egg and embryo freezing, sperm freezing, cancer-related fertility
preservation, and surgical interventions including TESA, PESA, and laparoscopy.

Birla Fertility & IVF has differentiated itself through fixed-cost treatment packages and transparent pricing
models, enabling patients to plan their treatment with greater clarity. Leveraging the financial strength and brand
equity of the C.K. Birla Group, the company is positioned to scale operations in India and expand globally.
However, compared to established incumbents such as Nova IVF and Indira IVF, it remains an emerging player
with a smaller nationwide footprint.

3. Indira IVF Hospital Limited

Indira IVF Hospital Limited is India’s largest specialised fertility services provider, with a network of more than
160 centres across 20+ states. Founded in Udaipur, the company has scaled rapidly over the last decade and has
facilitated over 160,000 successful IVF pregnancies. Its service portfolio includes IVF, ICSI, IUI, blastocyst
culture, vitrification, and surgical infertility procedures such as laparoscopy and hysteroscopy.

The company’s operating model is characterised by protocol-driven embryology labs and a standardised approach
across its network. Internal training programmes for embryologists and clinicians support scalability and
consistent outcomes.

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 In 2023, BPEA EQT, part of the EQT Group, acquired a majority stake in Indira IVF at an enterprise valuation
of approximately USD 1.1 billion, providing capital for growth, technology adoption, and enhanced governance.
The company has also filed a confidential draft with SEBI for a proposed IPO in 2025.

Indira IVF’s key strengths include its large-scale presence in Tier II and Tier III markets, brand equity, and an
asset-light rollout model. However, sustaining consistent clinical outcomes at scale, evolving regulatory oversight
in ART, and intensifying competition from national players such as Nova IVF and Birla Fertility remain ongoing
considerations.

8.7 SWOT Analysis of IVF Industry

Strengths Weaknesses
✔️ Growing Demand Base: Rising infertility rates, ❌ High Capital Intensity at Scale: Establishing
delayed marriages, older maternal age, and lifestyle advanced labs and recruiting specialists requires
factors have created a large and expanding patient upfront investment, though asset-light and
pool, with an estimated 25–30 million infertile couples partnership models mitigate this.
in India. ❌ Fragmented Regulation: Despite the ART Act
✔️ Advancing Technology: Adoption of AI-enabled and Surrogacy Act, variations in state-level
embryo selection, genetic testing, cryopreservation, interpretation can create operational inconsistencies.
and minimally invasive surgeries has improved ❌ Social Stigma: Cultural barriers and lack of
clinical outcomes and success rates, strengthening awareness persist, particularly in non-metro regions,
patient trust. though rising acceptance is gradually reducing this
✔️ Medical Tourism Potential: Affordable treatment challenge.
costs, experienced specialists, and internationally
benchmarked protocols position India as a global hub
for fertility tourism.
✔️ Scalable Business Models: Hub-and-spoke
structures and asset-light approaches enable efficient
expansion into Tier-II and Tier-III cities, widening
accessibility while optimizing capital deployment.
✔️ Comprehensive Care Integration: Leading players
increasingly offer holistic fertility and women’s health
services — combining IVF with counseling, wellness,
and ancillary gynecological treatments — ensuring
strong patient stickiness.
Opportunities Threats
🌱 Expanding Market Size: The Indian IVF market, ⚠️ Regulatory Tightening: Any future restrictions
estimated at USD 1.32 billion in 2024, is projected to on ART procedures, donor programs, or surrogacy
reach USD 4.54 billion by 2034, reflecting a CAGR of frameworks may impact operational flexibility.
13.13%. ⚠️Economic Sensitivity: IVF treatments are
🌱Insurance and Policy Support: Potential inclusion of discretionary and not always covered by insurance,
fertility treatments in insurance coverage and making demand sensitive to economic slowdowns.
supportive government policies can materially expand ⚠️Competition: Increasing entry of large hospital
affordability and demand. chains, international collaborations, and standalone
🌱 Tier-II and Tier-III Penetration: Untapped demand IVF specialists may intensify pricing pressure and
in smaller cities offers significant growth headroom, reduce margins.
especially through cost-effective spoke centres linked ⚠️Ethical and Legal Scrutiny: Patient rights,
to metro hubs. consent, and ethical standards are under heightened
🌱 Fertility Preservation: Rising awareness of egg scrutiny, necessitating continuous compliance
freezing and oncofertility (fertility preservation for investment.
cancer patients) creates new service lines.
🌱 Digital & Telemedicine Integration: Online
consultations, patient apps, and AI-based treatment

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 Strengths Weaknesses
planning enhance patient engagement and broaden
outreach.
🌱 Cross-Sector Diversification: Opportunities exist
in related wellness, nutraceuticals, and women’s
health FMCG segments, building on existing patient
networks.

9. Future Outlook

The IVF industry is entering a phase of accelerated and sustained growth, shaped by demographic, technological, and
policy-driven factors. Rising infertility rates, delayed marriages, changing lifestyle patterns, and a shift toward late
parenthood are creating a strong and expanding demand base for fertility solutions. Increasing social acceptance of
assisted reproductive technologies (ART), coupled with growing awareness, is further driving adoption across both
metropolitan and non-metropolitan regions.

From a market perspective, the Indian IVF sector is expected to significantly outpace global trends. The market is
projected to expand from USD 1.32 billion in 2024 to USD 4.54 billion by 2034, registering a robust CAGR of 13.13%,
compared to the global IVF market which is expected to grow from USD 27.49 billion in 2024 to USD 54.60 billion
in 2034 at a CAGR of 7.10%. This divergence underscores India’s unique position as one of the fastest-growing
fertility markets worldwide.

Technological advancements will be a key enabler of this growth. The adoption of AI-enabled embryo selection,
preimplantation genetic testing (PGT), cryopreservation techniques, and minimally invasive fertility procedures is
expected to improve clinical outcomes, success rates, and patient confidence. Such innovations also help reduce
treatment cycles, enhance cost-effectiveness, and align Indian providers with global best practices, thereby
strengthening competitiveness.

Policy and regulatory developments are another critical driver. The implementation of the ART and Surrogacy Acts
has provided greater legal clarity, improving patient trust and standardising clinical practices. Looking forward, the
potential inclusion of fertility treatments under insurance coverage could materially improve affordability and expand
the addressable patient base. At the same time, sustained government focus on women’s health and reproductive care
is likely to support further institutionalisation of the industry.

On the demand side, three factors are expected to shape the next decade of growth:

1. Tier-II and Tier-III Market Penetration – The hub-and-spoke model will allow operators to expand beyond
metros, tapping into large, underserved populations with rising disposable incomes and growing awareness.
2. Medical Tourism – India’s cost advantage, clinical expertise, and internationally benchmarked protocols position
the country as a leading fertility tourism destination in Asia.
3. Fertility Preservation – Increasing awareness of egg freezing, embryo banking, and onco-fertility services is
expected to generate new service lines and revenue streams.

In summary, the IVF industry is poised to benefit from a strong confluence of demand growth, technology adoption,
regulatory support, and evolving business models. With India projected to outpace global market growth by a wide
margin, the sector is set to emerge as a critical hub within the global IVF landscape, offering long-term opportunities
for both domestic and international participants.

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 OUR BUSINESS

Some of the information in the following discussion, including information with respect to our plans and strategies,
contain forward-looking statements that involve risks and uncertainties, you should read “Forward- Looking
Statements” on page 21 for a discussion of the risks and uncertainties related to those statements. Our actual results
may differ materially from those expressed in or implied by these forward-looking statements. Also read “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning
on pages 31 and 282, respectively, for a discussion of certain factors that may affect our business, financial condition
or results of operations. Our fiscal year ends on March 31 of each year, and references to a particular fiscal year are
to the twelve months ended March 31 of that year.

The manner in which operational and financial performance indicators are calculated and presented, and the
assumptions and estimates used in calculation, may vary from that used by other companies in India and other
jurisdictions. Investors are accordingly cautioned against placing undue reliance on such information in making an
investment decision and should consult their own advisors and evaluate such information in the context of the Restated
Consolidated Financial Information and other information relating to our business and operations included in this
Red Herring Prospectus.

Unless otherwise indicated or the context otherwise requires, the financial information during the period ended
September 30, 2025 and for the Fiscal 2025, Fiscals 2024 and Fiscal 2023, included herein is derived from the
Consolidated Restated Consolidated Financial Information, included in this Red Herring Prospectus. Unless
otherwise indicated or the context otherwise requires. In this section, references to “we” or “us” mean Gaudium IVF
and Women Health Limited for further information relating to various defined terms used in our business operations,
see “Definitions and Abbreviations” on page 1.

Overview

Incorporated in the year 2015, our company is engaged in IVF (In vitro fertilization) treatment in India and has grown
into several states with Hub and spoke model over the years. Gaudium IVF is founded by our Promoter Dr. Manika
Khanna, a specialist with advanced training in gynecological endoscopic surgery from Kiel, Germany, and in Gynaec
Endoscopy from Melbourne IVF Gujarat Private Limited. Having a PAN-India presence, the company operates 30+
locations, which comprises of 7 hubs (centers) and 28 spokes (company has entered into a strategic alliance with
Spokes i.e Infertility Expert to achieve the mutual goal of spreading awareness about ART and IVF treatment). The
company has patients from different countries such as Canada, United Kingdom, United State, Kenya, South Africa
and Oman. Our Main centers (Hubs) are located in major cities of which 2 centers are located in Delhi (Janakpuri &
Kailash Colony), 1 center in Maharashtra (Mumbai - Khar West), 1 center in Punjab (Ludhiana), 1 center in Jammu
& Kashmir (Srinagar), 1 center in Bihar (Patna) and 1 center in Karnataka (Bangalore), to cater potential locations
across India.

Parenthood is a joyful journey, especially for mothers who experiences motherhood. We understand the challenges
couples face in building a family due to infertility, medical issues, or lifestyle factors. Our mission is to help make
their dream of parenthood come true through personalized fertility treatments. From the first consultation to a
successful pregnancy, we provide expert care, support, and a close partnership with our patients, ensuring a hopeful
and joyful future.

According to Infomerics Research Report, the Indian IVF market is expected to expand from USD 1.32 billion in
2024 to USD 4.54 billion by 2034, registering a robust CAGR of 13.13%. This implies India’s share of the global
market is set to rise from ~4.8% in 2024 to ~8.3% by 2034, positioning it as one of the fastest-growing IVF markets
worldwide.

In terms of numbers of cycles, we have performed 3,512 cycles in fiscal 2023, 3,711 cycles in fiscal 2024, 3,476
cycles for Fiscal 2025 and 1,824 cycles as at September 30, 2025. Total no. of OPD’s done during Fiscal 2023, Fiscal
2024, Fiscal 2025 and during period ended September 30, 2025 is 4,218, 7,208,8,145 and 3,859 respectively.

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We offer a complete array of specialized fertility and reproductive health services. Our advance treatments include In
Vitro Fertilization (IVF), Intracytoplasmic Sperm Injection (ICSI), Intrauterine Insemination (IUI), and ovulation
induction, all our treatment is carefully designed to address a variety of infertility challenges for both male and female.
Our company also offers comprehensive gynecological care, including PCOD/PCOS and endometriosis. Further,
high-risk pregnancy management is provided for women with complex fertility histories or health conditions. The
wellness aspect includes fertility wellness programs, offering nutritional counselling and psychological support to
ensure holistic care for couples undergoing treatments.

Our facilities provide a comprehensive range of male infertility treatments, including advanced sperm retrieval
techniques. For fertility preservation, we also offer cryopreservation services for eggs freezing for future fertilization,
utilizing advanced technology to ensure optimal success rates in future IVF cycles. Additionally, our centers specialize
in Frozen Embryo Transfers (FET). We also offer laparoscopic and hysteroscopic surgeries for the diagnosis and
treatment of infertility-related conditions, as well as genetic testing options, including Preimplantation Genetic Testing
(PGT), designed to enhance pregnancy outcomes and mitigate the risks of genetic disorders.

Our company have been facilitated with many awards and certification from reputed agencies in India and abroad like
“Asia’s Greatest Brands 2016” held in Singapore by URS AsiaOne, Symbol of Brand Excellence Award by Power
Brand at London UK, 2018, India Best Practices Award IVF Chain Company of the Year 2019.

SERVICES OFFERED

Fertility Treatment

1. IVF treatment, or in vitro fertilization: It is designed to offer couples the possible chance of having a child in
a safe and smooth manner. At Gaudium IVF, we understand that each journey to parenthood is unique. That's
why we tailor every IVF treatment plan to the individual circumstances of each couple. Our commitment to
innovation and excellence ensures that patients receive the most effective care. Equipped with advanced medical
expertise and the latest technology, we focus on all aspects of fertility, supporting our patients medically,
physically, and emotionally. Our goal is to turn patients into parents, meeting and exceeding the expectations
placed on us. The cost of IVF treatment varies based on individual case and complexity. We maintain complete
transparency regarding treatment costs. The cost of IVF treatment includes consultations, ultrasounds, biological
examinations, hormonal treatments, oocyte sampling, embryo replacement, and freezing. Additional treatments
may incur extra charges.

2. Intrauterine Insemination (IUI): Intrauterine insemination (IUI), also known as artificial insemination, is a
fertility treatment where sperm are placed directly inside a woman's uterine cavity to enhance the chances of
fertilization. For couples facing challenges with natural conception, IUI offers a simple, affordable, and effective
solution. By selecting healthy sperm and introducing them directly to the mature female egg, IUI is especially
helpful for mild issues with male fertility.

Intrauterine insemination (“IUI, is used to treat both male and female fertility issues, but it is especially effective
for mild male infertility or unexplained infertility.

Intrauterine insemination (“IUI”) is used for:

Male Fertility Issues

 Low sperm count (oligospermia)

 Low sperm motility (asthenospermia)
 Ejaculatory dysfunction
 Mild sperm morphology issues

Female Fertility Issues

 Mild endometriosis

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  Cervical mucus problems (which can prevent sperm from reaching the egg)
 Ovulation issues (often combined with ovulation-inducing medications)
 Unexplained Infertility

3. Intracytoplasmic Sperm Injection (ICSI): It is a highly effective fertility treatment commonly combined with
IVF (in vitro fertilization). ICSI is a key part of our comprehensive infertility treatment options, particularly
helpful for mild issues with male fertility. ICSI allows for the selection and direct injection of healthy sperm into
mature eggs, overcoming issues such as low sperm count or poor sperm movement. Unlike traditional IVF, where
sperm and eggs are mixed in a dish for fertilization, ICSI makes sure that even small sperm problems doesn’t
affect successful fertilization.

4. Polycystic Ovarian Syndrome (PCOS), also known as polycystic ovarian disease (PCOD): It is a hormonal
condition affecting women of reproductive age. It disrupts the natural hormone balance, often leading to infertility
issues. In women with PCOS, the ovaries develop numerous follicles, but these often fail to mature properly,
leading to irregular ovulation or lack of ovulation altogether. This irregularity results in irregular menstrual cycles
and difficulty conceiving. At Gaudium IVF we have expert doctors to treat patient with PCOS or PCOD.

5. Male Infertility: Male fertility issues are like sexual dysfunction, sperm disorder, hormonal imbalance etc. which
leads to fertility problems in male. We recognize the seriousness of male infertility and offer advanced treatments
tailored to address these challenges effectively.

The Company offers advanced treatment for male infertility such as Testicular Sperm Aspiration (“TESA”),
Intracytoplasmic Sperm Injection (“ICSI”), and Intracytoplasmic Morphologically Selected Sperm Injection
(“IMSI”), particularly in cases of severe sperm abnormalities.

a) Testicular Sperm Aspiration (“TESA”)

 A minor surgical procedure where sperm is extracted directly from the testes using a fine needle.
 Used for men with azoospermia (absence of sperm in semen) due to blockages or low sperm production.
 Often performed alongside ICSI for fertilization.

b) Intracytoplasmic Sperm Injection (“ICSI”)

 A single, high-quality sperm is injected directly into the egg to facilitate fertilization.
 Used in cases of low sperm count, poor motility or abnormal morphology.
 A key technique in IVF to improve fertilization chances.

c) Intracytoplasmic Morphologically Selected Sperm Injection (“IMSI”)

 A more advanced version of ICSI, where sperms are examined under high-magnification microscopy to
select the healthiest one.
 Improves success rates in men with severe sperm abnormalities or recurrent IVF failures

6. Endometriosis Treatment: Endometriosis is a medical condition where the tissue lining the uterus grows outside
the uterine walls, typically in the lower abdomen. While non-malignant, this abnormal growth can impair ovarian
and fallopian tube function, leading to infertility. At Gaudium IVF we have expert doctors for Endometriosis
treatment.

Endometriosis treatment can be medicinal, surgical, or a combination of both, depending on the severity of
symptoms, the extent of the disease, and whether fertility is a concern.

a) Medicinal Treatment (Non-Surgical Approach)

 Used to manage pain and slow disease progression but does not cure endometriosis;
 Pain Management: NSAIDs (e.g., ibuprofen) for pain relief;

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  Hormonal Therapy (to suppress endometrial tissue growth);
 Birth control pills (oral contraceptives);
 Progestins (e.g., Depo-Provera, Mirena IUD);
 GnRH agonists (e.g., Lupron) to induce temporary menopause;
 Aromatase inhibitors (e.g., Letrozole)

b) Surgical Treatment

 Recommended for severe cases, infertility, or when medications do not provide relief;
 Laparoscopy (Minimally Invasive Surgery);
 Used to diagnose and remove endometrial lesions, cysts, and adhesions;
 Improves fertility outcomes if endometriosis affects reproductive organs;
 Laparotomy (Open Surgery);
 Performed in rare, extensive cases;
 Hysterectomy (Last Resort);
 Removal of the uterus (and sometimes ovaries) for severe cases with no future pregnancy plans.

7. Ovulation Induction (OI): Ovulation is the monthly release of a single egg from one of the ovaries. Successful
fertilization of this egg results in a missed menstrual period, indicating a potential pregnancy. Ovulation Induction
involves stimulating the ovaries to release eggs, typically through oral or injectable medications. Essentially,
ovulation induction is a proactive step taken by fertility specialists to facilitate natural conception.

8. Laser Assisted Embryo Implantation: Laser-assisted hatching is a modern lab technique that uses lasers to help
embryos attach better in the uterus during IVF or ICSI treatments. This procedure makes the embryo's outer shell
thinner, making it easier for the embryo to hatch and attach to the uterus, which can increase the chances of a
successful pregnancy.

9. Infertility Surgeries: We offer advanced surgical treatments for infertility, catering to both male and female
patients. These surgeries are recommended when other treatments have failed or when the condition necessitates
surgical intervention.

10. Surrogacy: We only provide medical/fertility treatment required for surrogacy for women, who is medically unfit
to conceive, arranging donor, regulatory approvals and all other related permissions are done by the patient itself.

Hospital Facility: Our Company has a hospital facility at Janakpuri Center (Delhi NCR) only for mother and child
care. At this hospital we provide day care procedure related to women’s, child health and IVF treatments. This hospital
has 15 beds and nurse and support staffs to facilitate the day care procedures for women’s’ and child care.

Pharmacy service: We have an in-house pharmacy, we provide pharmacy service through Gaudium International
Private Limited (a wholly owned subsidiary), located at our Janakpuri Center (Delhi NCR). It supplies medicines and
consumables required for patient care during and after treatments, and also fulfills the supply needs of our six other
centers.

Centers: With a PAN-India presence, the company operates 30+ locations, which comprises of 7 hubs (IVF centers)
and 28 spokes (company has entered into a strategic alliance with Spokes Infertility Expert to achieve the mutual goal
of spreading awareness about ART and IVF treatment). Our Main centers (Hubs) are located in major cities of which
2 centers are located in Delhi (Janakpuri & Kailash Colony), 1 center in Maharashtra (Mumbai - Khar West), 1 center
in Punjab (Ludhiana), 1 center in Jammu & Kashmir (Srinagar), 1 center in Bihar (Patna) and 1 center in Karnataka
(Bangalore), to cater potential locations across India.

London Collaboration: We have entered into a collaboration agreement with a company in London on May 01, 2024.
As per this agreement, the company provides IVF consultancy services and guidance to patients in London on behalf
of Gaudium IVF. The company act as Gaudium IVF’s exclusive local representative in London, with services limited
to guidance only.

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Our in-house team connects with international patients through targeted digital marketing and personalized outreach.
We guide patients through their medical journey by offering expert consultations via Zoom to understand their history
and needs. Once they decide to proceed, we coordinate their visit to our Indian center, managing medical
appointments. There is no collaboration for foreign clients (except London collaboration) and therefore, there is no
revenue sharing model.

Further, for prospective clients, we have entered into a collaboration agreement with a company in London on May
01, 2024. Under this agreement, the company will provide IVF consultancy services and guidance to patients in
London on behalf of Gaudium IVF. The company will serve as Gaudium IVF’s exclusive local representative in
London, offering guidance only.

For patients referred from London, the payment terms are as follows;

 The Parties agree that the entire remuneration payable by the patient shall be received by Gaudium.
 The Parties agree that 25% (Twenty five percent) of the received treatment cost will be paid to representative in
London.
 All the payments shall be made subject to withholding of TDS only as per applicable laws, if any.
Either Party shall be responsible for their respective tax obligations.

The table set forth the revenue generated from services offered by our company during the stub period and in the last
three fiscal years;
(₹ in Lakhs)
% of % of % of % of
Period
revenue revenue revenue revenue
ended Fiscal Fiscal Fiscal
Services offered from from from from
Septembe 2025 2024 2023
operation operation operation operation
r 30, 2025
s s s s
IVF Treatment 3,393.34 68.55 5,554.38 78.54 4,222.43 88.17 4,015.24 90.77
Hospital 128.55 2.60 345.78 4.89 371.39 7.75 386.19 8.73
Pharmacy* 1,427.99 28.85 1,172.24 16.57 195.20 4.08 22.26 0.50
Total 4,949.88 100.00 7,072.40 100.00 4,789.01 100.00 4,423.69 100.00
* Gaudium International Private Limited, a pharmaceutical business, was acquired by our company pursuant to a Share Purchase
Agreement dated February 2, 2023. As a result of this acquisition, Gaudium International Private Limited has become a wholly
owned subsidiary (WOS) of our company.

Process Flow

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The brief process is expalined below:

Lead Generation: Leads are generated through referrals from doctors, existing patients, direct inquiries, and walk-in
customers. The company has entered into a strategic alliance with Spokes (Gaudium Infertility Expert) to achieve the
mutual goal of spreading awareness about Assisted Reproductive Technology (ART) and IVF treatment. We conduct
Advertising and Marketing campaigns to build trust, educate the public, and drive new patient engagement.

Patient Onboarding: Registration of patient is done at the center and appoitnment is fixed with the consultant doctor
according to the time and date opted by the client. We provide free OPD and ultrasound on first visit of the patient.
After going through the details of USG and other reports, we discuss the nature and complexity of problem with the
patient and prescribe the treatment accordingly.

Fixing Treatment Package: Our finance conselor provide various packages for different treatments that varies from
patient to patient, where one can opt the package according to their affordability and various payment option mode
like lumpsum payment, payment in installment, online or cash mode.

IVF Process Starts: After the payment terms and condition are agreed upon by the client, we start our treatment by
various test and reports and accordingly we start injection module to stimulate egg formation. One or more eggs are
collected from the ovary and then fertilised with spem in the lab. Embryo are then cultured in lab for for 3 to 5 days
and when embryo are fully ready, then it is tranfered to ovary via day care procedure. If the pregnancy is successful
then patient adviced with routine checkups and wait till the delivery date. In unsucessfull IVF cycle, patient rae guided
for next IVF cycle.

Pregnancy and Delivery: Successful IVF patient can opt to deliver at our hospital which is located in Delhi or they
can opt whereever they finds it fit according to their convinience and affordability. At our hospital we offer delivery
packages in which price varies according to the room selection, along with this we also provide routine support from
4 to 9 months of pregnancy.

Procedure

IVF Process

1. Consultation & Testing: Consultation is done for the patient eligible for IVF treatment and testing and
preparing them for IVF. Number of test are performed like blood test, semen analysis etc. to assess fertility
challenges and possibilities.

2. Ovary Stimulation: Ovarian stimulation is crucial part in the process of egg production for assisted
reproduction. Fertility medications, both oral and injectable, are commonly prescribed to enhance egg
development and improve the chances of a successful pregnancy. Hormonal treatments may also be
incorporated to achieve favorable outcomes. The maturation of eggs is typically monitored using transvaginal
ultrasound to determine the appropriate timing for egg retrieval.

3. Ovum Pickup (OPU)/ Egg Retrieval: Egg retrieval is conducted in a controlled surgical environment under
intravenous sedation. During the procedure, doctors uses a thin needle to take fluid from ovarian follicles.
They guide the needle with a special imaging tool called transvaginal ultrasound, which helps them see inside
the body. Once the follicles are collected, the embryologist carefully examines the follicular fluid to identify
all available eggs. The retrieved eggs are then placed in a specialized culture medium and stored in an
incubator to maintain optimal conditions until the insemination process.

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 4. Egg Fertilization: Once the eggs are transferred to the laboratory, they are examined under a microscope
and prepared for fertilization using either fresh or frozen sperm. A technique known as Intracytoplasmic
Sperm Injection (ICSI) is then employed, in which a single healthy sperm is carefully injected into each
viable egg to facilitate fertilization.

5. Embryo Transfer (ET): Embryo transfer is done generally 5 – 6 days’ post fertilization of egg. Embryo
transfer is a simple procedure that does not require any anesthesia. Embryos are loaded in a soft catheter and
are placed in the uterine cavity through the cervix under ultrasound guidance and are placed into women’s
womb.

6. Successful Pregnancy: Two weeks after the embryo transfer, a blood test is performed to determine
pregnancy. A small sample is taken from the patient and sent to a laboratory to measure the levels of human
chorionic gonadotropin (HCG), a hormone that indicates pregnancy. If HCG is detected above a certain
threshold, it confirms pregnancy. If the result is negative, the patient will consult with their fertility specialist
to discuss potential next steps.

Further, Post pregnancy, the patient gets the routine support like monitoring, testing including vaccine from 4 – 9
months. Additional, if a patient has a miscarriage after the embryo transfer (ET), Gaudium IVF provides care and
support. If the patient wants to try again, we help them with the next embryo transfer cycle and offer different package
options.

Number of Patients on boarded during the period ended September 30, 2025 and in the last three fiscal years
are as below;

Fiscal Number of patients

Period Ended September 30, 2025 1,315
2025 1,563
2024 2,229
2023 1,167

The number of patients from various countries during period ended September 30, 2025 and for Fiscal Years
2025, 2024 and 2023 as follows

Period
ended
Country Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Afghanistan 1 1 0 0
Australia 5 7 2 0
Bangladesh 0 7 1 2
Belgium 2 1 1 0
Botswana 0 0 1 0
Canada 7 10 2 1
Dubai 3 1 1 0
Germany 0 2 0 1
Guinea 0 1 0 1
Indonesia 1 0 1 0
Israel 0 0 1 0
Kenya 0 3 2 0
Maldives 1 0 0 0
Nepal 5 5 0 0
New Zealand 5 3 0 1
Nigeria 2 2 4 1
Oman 1 6 2 1

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 Philippines 0 0 0 1
Russia 1 3 2 0
South Africa 0 1 1 0
Sweden 0 0 0 1
Switzerland 0 0 1 0
Turkmenistan 0 1 1 0
UAE 2 3 0 0
UK 12 21 7 0
USA 11 7 2 2
Netherlands 1 2 0 0
Mauritius 1 3 0 0
Sudan 0 1 0 0
Somalia 0 2 0 0
Zimbabwe 0 2 0 0
Turkey 0 2 0 0
Madagascar 1 1 0 0
Bhutan 0 1 0 0
Qatar 0 1 0 0
Africa 5 4 0 0
Thailand 1 0 0 0
Singapore 1 0 0 0
France 1 0 0 0
Japan 1 0 0 0
Syria 1 0 0 0
Norway 1 0 0 0
Vietnam 2 0 0 0
Ukraine 1 0 0 0
Total 76 104 32 12

The details of no. of cycles performed at each center is as below:

Period ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
S. No Centre Location September 30, 2025
ET OPU ET OPU ET OPU ET OPU
1 Bangalore 37 157 67 61 7 112 - -
2 Mumbai Centre 59 276 331 252 290 624 481 314
3 Janakpuri Centre 264 691 1038 817 1047 1234 1567 811
4 Kailash Colony 31 130 189 187 46 172 184 -
5 Ludhiana 32 18 51 32 74 33 - 5
6 Patna 6 3 47 26 18 54 113 37
7 Srinagar 80 40 190 188 - - - -
Total 509 1315 1,913 1,563 1,482 2,229 2,345 1,167
Total No. of Cycle performed
1,824 3,476 3,711 3,512
(ET+OPU)

Reason for considering OPU and ET as separate cycle:

A cycle refers to entire sequence from initial patient OPD test,  Ovarian Stimulation  Egg Retrieval  Embryo
Culture  Embryo Transfer  Pregnancy test, this refers to a complete cycle in medical terminology, but for financial
and MIS purpose Company considers process till OPU as one cycle and ET process as another cycle.

The IVF treatment is primarily recommended for couples experiencing medical challenges with conception. However,
with increasing awareness, evolving life goals, and the trend of delayed marriages, more women at their best health

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are opting to freeze their ovum for future use. This approach differs from the conventional IVF cycle, where embryo
transfer typically follows the ovum pick-up (OPU) procedure within the same cycle.

There have been such instances in the medical history of IVF treatment, wherein the unmarried women at their best
health opt to perform OPU process before marriage and then follow up with Embryo transfer once they are married
and ready for conceiving a child.

Given these evolving patient preferences and advancements in treatment protocols, it is both practical and appropriate
to consider OPU and ET as distinct and separate cycles in modern IVF practices.

Below is the number of patients for whom both Pickup and ET are performed for the same patient in that year
and both ET and Pickup as one cycle

Fiscal Number of patients

Period Ended September 30, 2025 249
2025 679
2024 749
2023 1,118

Details of IVF success rates for the past three years and stub period are as follows:

Period
ended Fiscal Fiscal Fiscal
Particulars
September 2025 2024 2023
30, 2025
No. of ET 509 1913 1,482 2,345
No. of Success 299 1114 860 1,337
Success Rates 58.74% 58.23% 58.03% 57.01%
Key Operational Indicators:

Period
ended Fiscal Fiscal Fiscal
Particulars
September 2025 2024 2023
30, 2025
Manpower
No of Doctors 1 17 18 11 9
No of Nurses 19 23 22 21
No of Embryologist 5 4 4 4
No of Admin, Managerial and Support Staffs 81 79 87 66
Operational Information
No of ET 2 509 1,913 1,482 2,345
No of OPU 3 1,315 1,563 2,229 1,167
No of Cycle Performed 4 1,824 3,476 3,711 3,512
ARPP 5 (in ₹ in Lakhs) 2.58 3.55 1.89 3.44
1. Includes Gynecologist, IVF specialists, Pediatric doctor, Health Counselor, Assistant Doctor, Medical Counselor/Officer
2. Embryo Transfer
3. Ovum Pickup
4. ET plus OPU
5. Average Revenue per Patient

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Key Performance Indicators
(₹ in lakhs, unless stated otherwise)
Period
ended Fiscal Fiscal Fiscal
Particulars
September 2025 2024 2023
30, 2025
Revenue from Operations 4,949.88 7,072.40 4,789.01 4,423.69
Total Revenue 4,974.97 7,095.84 4,815.31 4,426.02
EBITDA 1 1,895.23 2,862.59 1,927.47 2,006.55
EBIT 2 1,778.60 2,681.34 1,737.91 1,865.48
EBT 3 1,678.29 2,542.25 1,663.16 1,831.24
PAT 4 1,250.56 1,912.74 1,031.69 1,352.54
EBITDA Margin 5 38.29% 40.48% 40.25% 45.36%
EBIT Margin 6 35.75% 37.79% 36.09% 42.15%
EBT Margin 7 33.73% 35.83% 34.54% 41.37%
PAT Margin 8 25.14% 26.96% 21.43% 30.56%
Debt / Equity 9 0.38 0.41 0.58 0.43
RoE 10 21.25% 41.31% 38.23% 59.51%
RoCE 11 21.03% 39.37% 38.74% 54.40%
Basic EPS (₹) 2.04 3.12 1.68 2.20
Diluted EPS (₹) 2.04 3.12 1.68 2.20
NAV (₹)12 9.59 7.54 4.40 3.70
*Not Annualized

Notes:
1.
EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization) is calculated as sum of Profit Before Tax,
Finance Cost & Depreciation and Amortization
2.
EBIT (Earnings Before Interest & Tax) is calculated as EBITDA less Depreciation and Amortization
3.
EBT (Earning Before Tax) is calculated as EBIT less Finance Cost
4.
PAT (Profit After Tax) is calculated as EBT less Tax
5.
EBITDA Margin is calculated as EBITDA divided by Revenue from Operation
6.
EBIT Margin is calculated as EBIT divided by Total Revenue
7.
EBT Margin is calculated as EBT divided by Total Revenue
8.
PAT Margin is calculated as PAT divided by Total Revenue
9.
Debt / Equity is calculated as Total Debt (Short Term Borrowing + Long Term Borrowing) divided by Equity (Net
Worth)
10.
RoE (Return on Equity) is calculated as PAT divided by Equity (Net worth)
11.
RoCE (Return on Capital Employed) is calculated as EBIT divided by Capital Employed (Net worth + Borrowings
+ Lease Liabilities + Deferred Tax Liabilities)
12. NAV (Net Asset Value Per Share) is calculated as Net worth divided by weighted average number of outstanding shares

Our Growth Strategy

In addition to core IVF services, our company plans to expand its presence across India using a Hub-and-Spoke model,
which will enhance accessibility to quality reproductive care in underserved regions. For further details, please refer
“Object of the Offer” on page 98 of this Red Herring Prospectus.

1) Establishment of New IVF Centers:

The Company currently operates from 30+ locations, which comprises of 7 hubs (centers) and 28 spokes (company
has entered into a strategic alliance with Spokes-Infertility Expert to achieve the mutual goal of spreading
awareness about ART and IVF treatment). Our Main centers (Hubs) are located in major cities of which 2 centers
are located in Delhi (Janakpuri & Kailash Colony), 1 center in Maharashtra (Mumbai - Khar West), 1 center in
Punjab (Ludhiana), 1 center in Jammu & Kashmir (Srinagar), 1 center in Bihar (Patna) and 1 center in Karnataka
(Bangalore). The company plans to increase its presence across India using a hub-and-spoke model. This approach

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 involves establishing full-service hubs in major cities, complemented by Spokes in surrounding areas. This
includes:

 Improve accessibility to high-quality IVF treatments, particularly in underserved regions.

 Maintain consistency in service quality across all centers, building on our experiences.
 Optimize resource allocation by centralizing advanced procedures in hub centers while providing routine care
and consultations at spoke centers.
 Build a strong referral system so patients get the right care at the best facility within the Gaudium IVF network.

For further details, please refer “Object of the Offer” on page 98 of this Red Herring Prospectus.

Our Strength

1. Patient Centric Approach: Every patient is unique and to be treated accordingly with care and support. We have
counsellor to guide through their parental hood journey with emotional support and care. We provide our patient
with quality consultation, confidentiality, complete transparency and support throughout their IVF journey.

2. Expert Team: Our Company was founded by Dr. Manika Khanna and Dr. Peeyush Khanna, infertility expert with
over 20 years of experience. In 2014, Dr. Manika Khanna also founded the Gaudium IVF Foundation, focusing on
healthcare for underprivileged communities. We also have expert and experienced Gynecologists and
Embryologist to perform the complex IVF treatment where the patient is treated with due care and emotion.

3. Modern Technology: We provide world class treatment by utilising latest technology, like advantage of next-
generation labs featuring INTEGRA Ti™, for ICSI procedures. We also utilize the latest equipment for egg quality
evaluation, Samsung Ultrasound Machines for precise monitoring, and advanced clean operating rooms to keep
everything sterile

4. Highly Technical USG Guided Services: We are equipped to handle even complex cases. Our expertise includes
hysterosalpingography (HSG), ultrasound-guided biopsies, transvaginal scans, follicular growth monitoring,
transrectal ultrasounds and ovarian cyst aspiration.

5. Payment Options: Our Company offers various packages for various treatment depending on patient complexity
and services offering he and/or she opts for. Without compromising the quality of service, we offer our customer
with an option to pay in lump sum or in instalments as per their convenience and affordability.

6. Asset Light Business Model: Gaudium IVF employs an asset-light model, characterized by efficient Standard
Operating Procedures (SOPs) and internal controls, reducing dependency on individual practitioners and
facilitating scalable, consistent care across its network.

7. Hubs in major Cities: We have already established central hubs in key cities such as Mumbai, Bangalore, Delhi
NCR, and Patna. These hubs act as centers of excellence, where advanced treatments and procedures are performed
in IVF, IUI, Embryo freezing, and Embryo Transfer etc. Each hub is designed to cater to a larger geographical
area, extending services to patients from surrounding cities and towns represented by spokes.

8. Spokes Nearby Hubs: To better serve a larger population in nearby regions, we have established smaller centers
(Spokes) distributed around our central hubs. These centers facilitate easier access to consultations, preliminary
treatments, and follow-up care, enabling Gaudium IVF to extend its reach to larger population, while maintaining
high standards of quality. However, if the patient requires advance treatment and care then they are sent to nearby
hubs. For example, cities such as Delhi and Mumbai act as primary hubs, with spokes extending into underserved
areas, ensuring access to high-quality reproductive health services.

Geographical Footprints

Our company operates on Hub & Spoke model, we have PAN India presence, the company operates 30+ locations,
comprising 7 hubs and 28 spokes.

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Note: Map not to scale

State City/ Area No of Spokes

North Delhi
Delhi 2
East Delhi
Gurgaon
Haryana 2
Panipat
South Mumbai
South Central Mumbai
Virar, Mumbai
Maharashtra 6
Central Mumbai
Navi Mumbai
Thane Mumbai
Bathinda
Punjab Amritsar 3
Jalandhar
Siwan
Buxar
Motihari
Bihar 6
Muzzafarpur
Purnia
Pupri, Sitamarhi
Anantnag
J&K 2
Kulgam
Rajajinagar
Marathahalli Jayanagar
Karnataka Tumkur 5
Mysore
Kolar
UP Greater Noida 1
Tamil Nadu Hosur 1
Total Number of Spoke 28

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In-house Development of GAAT for Advanced Genome-Based IVF Treatment

The Gaudium Advanced Analysis and Treatment (GAAT) module, developed by Gaudium IVF and Women Health
Limited, is a proprietary process designed to enhance IVF success rates in complex infertility cases through the
application of genome sequencing across multiple stages of the IVF cycle. Aimed at improving outcomes for high-
risk patients, such as those with recurrent implantation failure, recurrent miscarriages, poor ovarian reserve, genetic
predispositions, or advanced parental age (above 42 years).

GAAT enables a highly personalized treatment approach. The process involves three categories of analysis: female
partner, male partner, and embryo. Genetic insights from these analyses guide hormone therapy customization,
identify sperm DNA abnormalities, and assist in selecting the healthiest embryos, thereby improving implantation and
pregnancy rates.

Financially, GAAT development costs are recorded as Intangible Assets Under Development, amounting to ₹738.50
lakhs as of March 31, 2025. During Fiscal 2024, ₹250.00 lakhs was paid in advance to Dr. Manika Khanna, as
professional fees related to GAAT’s development which was capitalized in the fiscal 2025.

Apart from the consideration as stated above which has been paid to Dr. Manika Khanna, the company is not paying
any Royalty or any other consideration to Dr. Manika Khanna for GAAT Development historically or in future.

Our Infrastructure & Facilities

Doctor’s expertise and infrastructure plays important role in successful IVF treatment. At Gaudium IVF, we have
experienced doctors of the fraternity and quality infrastructure to fulfill the dream of couples who are struggling for
parenthood.

Center Wise Details

Delhi - Delhi -
Particulars Janakp Greater Mumbai Bengaluru Patna Srinagar Ludhiana
uri Kailash
Delhi Jammu &
State Delhi NCR Maharashtra Karnataka Bihar Punjab
NCR Kashmir
Date of
2009* 2016* 2022 2023 2019* 2024 2017#
Commencement
Owned/Rental Rental
No of Beds 15 3 9 7 5 7 5
No of OT 1 1 1 1 1 1 1
IVF Facility Yes Yes Yes Yes Yes Yes Yes
ART Level Level-2 Level-1 Level-2 Level-2 Level-2 Level-2 Level-2
Punam Mongmaithem Sachin S.
Center Head Latha Mahesh Raju Kumar Maheen Javed Raj Kaur
Giri Silvia Devi Suryawanshi
*Gaudium IVF and Gynae Solutions, a proprietary firm of Dr. Manika Khanna, was acquired by the company in accordance with the main object
clause as mentioned in the Memorandum of Association pursuant to a preferential allotment dated March 29, 2021. This acquisition was executed
through the issuance of 9,40,232 equity shares.
# Pursuant to Slump Sale Agreement dated February 02, 2023, executed among Gaudium IVF and Women Health Private Limited (the Purchaser),
Gaudium Bawa IVF (the Partnership Firm), Dr. Manika Khanna (Partner 1), Dr. Sayesha Bawa (Partner 2), and Gaudium IVF and Women Health
Private Limited (Partner 3), the company acquired the business of Gaudium Bawa IVF.

Levels of ART Clinics

Level 1 ART Clinic

These clinics perform basic investigations, including diagnosis of infertility type and cause. They provide treatment
with medications and conduct Intrauterine Insemination (IUI) as part of the treatment process.

Level 2 ART Clinic

These clinics offer all/advanced investigations and both diagnostic and therapeutic ART procedures. They may also
be involved in research activities.

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We have following infrastructures at facilities:

1. Patient Amenities:

a) Reception Desk: We have reception desk to welcome the patient, where one can enquire, register and can
take appointment for treatment, consultation etc.

b) Counselling Room: We have counselling rooms, where pre-treatment discussions and proper details of
treatment is provided by the doctors and we also emotionally support patient so that they can feel at home
while going with their decision.

c) Waiting Room: At the centers, we have waiting room for families and patient.

2. Clinical Facilities:

a) Consultation Rooms: We have separate consultation room where the patient directly engages with doctor for
consultation and preliminary examination.

b) Advance Laboratory:

 Andrology Lab: We have advance andrology lab equipped with latest clinical machines for semen analysis
and sperm processing.

 Embryology Lab: Proper hygienic and restricted entry embryology lab for egg fertilization, embryo culture
and embryo transfer, where all eggs, sperm and embryos are retrieved, fertilized, cultured, analyzed,
monitored, frozen, thawed, and cared for, by a team of experts.

 Cryopreservation Unit: For storing cryopreserved eggs (for future use), sperm, and embryos under
regulated and prescribed temperature with proper monitoring equipment.

Cryopreservation, also known as cryobanking, is the process of preserving cells, tissues, or organs at ultra-
low temperatures to maintain their viability for future use. Cryopreservation halts biological degradation by
rapidly lowering the temperature, effectively pausing all cellular processes. This allows biological materials
to be stored for extended periods without deterioration. The temperature for cryopreservation is typically
between -196°C and -80°C.

Cryopreservation is widely used in medical research, clinical treatments, and reproductive medicine.
Cryopreservation is also use in Fertility & IVF (Semen, eggs, and embryos are cryopreserved for future
use), offering flexibility in fertility treatments.

The most advanced method of cryopreservation in IVF today is vitrification, a rapid freezing technique that
prevents ice crystal formation, ensuring higher survival rates for frozen eggs and embryos.

All Gaudium IVF labs utilize this vitrification method, enhancing the success rates of assisted reproductive
treatments. Lab temperature are maintained at 22°C temperature and this is the part of the sterile frozen
gametes and are stored in cryocans filled with liquid nitrogen (-196°C) which are kept in the sterile area of
the Lab OT complex

c) Surgical Suite: Proper equipped surgical suite for egg retrieval and embryo transfer.

3. Specialized Equipment’s:

a) Incubators: Incubators serves as temporary housing of embryos that are transferred back to the female for
implantation. IVF incubators are special machines that create conditions like those inside a woman’s uterus.
They help embryos grow and develop properly during the IVF process.

b) Microscopes: Latest microscopes are used for examination of eggs, sperm, and embryos.

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 c) Laminar Flow Hoods: Laminar flow hoods are special workspaces that keep the area clean by blowing
filtered air in one direction. This helps protect against dust and other particles, making it safer for sensitive
work, like handling eggs and embryos in IVF.

d) Centrifuges: These devices are very secure and maintain a steady temperature. They help keep semen and
embryos safe from dust and airborne germs, protecting them during the IVF process.

e) Cryo Storage Tank: A cryo storage tank is used to freeze and store fertilized eggs (embryos) so they can be
saved for future use.

4. Maintenance of Equipment:

a) IVF Lab Equipment: Company has entered into an Annual Maintenance Contract (AMC) with the third party
for maintenance of its IVF lab equipment at its centers in Janakpuri, Mumbai, Bangalore, Patna, Ludhiana,
and Srinagar.

b) Hospital Medical Equipment: The Company has entered into an agreement with a third party to provide
maintenance services for hospital medical equipment at the Janakpuri center/hospital.

5. Admin and Support Facility:

a) Pharmacy: Gaudium IVF centers have in house pharmacy to make available prescribed medicines for ease of
patient so that they can get reliable medicines as prescribed by the doctor.

b) Sterilization Unit: A sterilization unit is used to clean and kill germs on equipment. This ensures that all tools
are safe to use, especially in medical procedures like IVF.

c) Staff Rooms: For clinical and administrative staff.

6. Compliance & Safety:

a) Biohazard Disposal Units: They are special containers which are used for safely disposing of medical waste.
They ensure that harmful materials, like used needles and other biohazardous items, are handled safely

b) Quality Control Measures: This involves regularly checking and adjusting equipment to make sure it works
correctly. This helps ensure that all tests and procedures are accurate and reliable.

Customer Acquisition

Gaudium IVF over the years have created wide network of doctors, clinic and patient. Also, the brand itself has created
trust among its patient. We attract lots of referral patient as well as global patient from regions such as the Middle
East, Africa, and Southeast Asia.

Our company has implemented a comprehensive customer acquisition strategy, to attract and retain patients across
the country.

1) Public Relation: Our Company promotes itself on various platforms by highlighting Dr. Manika Khanna's
expertise through media appearances, interviews and speaking engagements. We also issue regular press releases
highlighting Gaudium IVF's achievements and success stories. Collaborate with influencers and celebrities to raise
awareness about fertility issues and our services. These public relation activities attract many newer patients who
require successful and trusted IVF partner with expert doctors.

2) Digital Marketing: We use search engine optimization (SEO), pay-per-click (PPC) advertising, social media
marketing (like Facebook and Instagram), and content marketing to connect with a broad audience. In today’s

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 world where majority of public is connected on social media and other digital platform, we are creating awareness
regarding fertility treatment in Tier II and Tier III cities and also attracting clients.

3) Brand Messaging: Over the years we have created strong brand, developed a clear and compelling brand message
that emphasizes the clinic's commitment to patient care and expertise.

SWOT Analysis

Strength:

 Specialized Expertise: We have experienced doctors, gynaecologist, embryologist led by Dr. Manika Khanna for
providing speciliazed expertise to our patients in IVF procedures.

 Strong Brand Recognition: With over 30+ locations, we have established ourselves as a trusted name in fertility
treatment across India.

 Experienced Leadership: Led by Dr. Manika Khanna, a renowned IVF specialist, the company benefits from
strong leadership and a deep understanding of patient care in reproductive health.

 Asset-Light Model: Gaudium IVF’s asset-light model allows for flexible expansion without heavy capital
expenditure, enabling rapid growth and scalability.

Weaknesses:

 Limited Presence in Smaller Cities: While we have a strong presence in major cities, expanding to tier-2 and
tier-3 cities may pose operational and logistical challenges.

 High Competition: The fertility market is competitive, with several established players offering similar
treatments, which could limit market share growth.

Opportunities:

 Increasing Demand for Fertility Treatments: With the rising incidence of infertility, the demand for specialized
IVF treatments is expected to grow, creating opportunities for our company to expand its services.

 Geographic Expansion: Expanding into new regions with the hub-and-spoke model offers significant growth
potential, particularly in underserved areas.

 Partnerships and Collaborations: Strategic partnerships with pharmaceutical companies, research institutions,
or healthcare organizations could open avenues for innovation and clinical research.

 Government and Insurance Support: Increasing awareness and potential government/insurance support for
fertility treatments could boost patient inflow and affordability.

 Egg Freezing: Women’s who wants to postpone having child or suffering from any disease may opt for egg
freezing to get pregnant at later stage.

Threats:

 Regulatory Changes: Any changes in healthcare regulations, especially concerning fertility treatments, could
impact Gaudium IVF’s operations and revenue.

 Economic Instability: Economic downturns may affect consumer spending on fertility treatments, especially as
they are elective procedures not always covered by insurance.

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Human Resource

As on September 30, 2025, the total work force count is 122* engaged in our 7 centers. These includes 17 doctors, 19
nurses, 5 Embryologist and 81 Admin, Managerial and Support Staffs. Of the total of 17 doctors, we have 4 Health
Counselor, 1 Gynecologist**, 7IVF specialists*** and 2 Pediatric doctor, 1 Assistant Doctor, 2 Medical
Counselor****.

The table set forth the details of Human Resource as at September 30, 2025 and for last three fiscals;

As at
period
Fiscal Fiscal Fiscal
Particulars ended
2025 2024 2023
September
30, 2025
No of Doctors 17 18 11 9
No of Nurses 9 23 22 21
No of Embryologist 5 4 4 4
No of Admin, Managerial and Support Staffs 81 79 87 66
Total Work Force 122 124 124 100
*Total 122 workforce count includes 3 consultancy doctors
**1 Gynecologist is on Consultancy
***Out of 7 IVF specialists, 4 IVF specialists are on payroll and 3 are on Consultancy.
**** Out of 2 Medical Counselor, 1 is on payroll and 1 is on Consultancy.

The Attrition Rate during period ended September 30, 2025 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 31%,
63% and 51%, 51% respectively.

Numbers of KMP & SMP during the period ended September 30, 2025 and in last three fiscals and their
attrition rate;

Period ended
Period Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
KMP 4 4 Nil Nil
Attrition rate Nil Nil Nil Nil
SMP 3 4 2 2
Attrition rate 29% Nil Nil Nil

Corporate Social Responsibility

The CSR Committee was established through a resolution passed by our Board on November 04, 2024 and re-
constituted on January 18, 2025, aligning with the provisions outlined in Section 135 of the Companies Act, 2013.

We have amended a Corporate Social Responsibility (“CSR”) policy in compliance with the requirements of the
Companies Act, 2013 on November 04, 2024. For the Fiscal 2025,Fiscal Years 2024 and Fiscal 2023, our corporate
social responsibility expenditure amounted to ₹ 32.17 lakhs,₹ 23.38 lakh and ₹ 8.33 lakhs, respectively. Our CSR
policy requires us to focus on initiatives relating to health, education and livelihood improvement. We have in the past
supported non-profit organizations engaged in healthcare facilities, social welfare and rural development.

Insurance

We maintain insurance policies that are customary in our industry and provide for commercially appropriate insurance
coverage for a variety of risks. Our insurance policies currently cover risks, including, among other, money Insurance
worth ₹18.00 lakh, fire and special perils insurance worth ₹3,365.00 lakh, burglary & robbery insurance worth
₹365.00 lakh, Plate Glass Insurance worth ₹5.00 lakh, Neon Sign Insurance worth ₹3.00 lakh, Public Liability

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Insurance worth ₹50.00 lakh and Business Interruption Insurance and Building including Plinth & foundation worth
₹ 150.00 lakh.

For further details, refer to “Risk Factors” on pages 31.

Properties

Our Registered Office (IVF center) is situated at B1/51, Janakpuri B-1, New Delhi – 110058, and is taken on lease
from the Promoter, Dr. Manika Khanna for the period of 11 months at a monthly rent of ₹ 8.00 lakhs, commencing
from November 06, 2025.

Further, our centers are located at:

Sr. No Location of the Property Lessor Lease Amount Years of lease

1st Year - ₹ 2,00,000
2nd Year - ₹ 2,10,000
3rd Year - ₹ 2,20,500
4th Year - ₹ 2,31,525 Lease for a period of 9
A-19, Ground Floor, Kailash Colony, Taken on lease from Nitu
1. 5th Year - ₹ 2,43,102 years commencing
New Delhi, 110 048. Hora
6th Year - ₹ 2,55,258 from March 01, 2023
7th Year - ₹ 2,68,021
8th Year - ₹ 2,84,423
9th Year - ₹ 2,98,645

2nd Floor, Samaj Kendra Building, Lease for a period of 6

Anand Vihar Society, 20th Road, Taken on lease from months commencing
₹ 1,50,000 p.m.
Chitrakar Dhurandhar Rd, Khar West, Suresh G. Punwani from February 01,
Mumbai, Maharashtra 400 052. 2026
2.
3rd & 4th Floor, Samaj Kendra Building, Taken on lease from
Lease for a period of 5
Anand Vihar Society, 20th Road, Suresh G. Punwani
₹ 2,50,000 p.m. years commencing
Chitrakar Dhurandhar Rd, Khar West, &
from July 15, 2021
Mumbai, Maharashtra - 400 052. Vinay Punwani
1st Year - ₹ 2,00,000
Taken on lease from 2nd Year - ₹ 2,17,000
1st Floor, Janson Avenue, No. 764, 100 Lease for a period of 9
Misbah Jan, From 3rd Year - Lease
3. Feet Road, Indira Nagar, Bengaluru - years commencing
Ali Muhammad Jan & Rent shall Increase by
560 038. from July 1, 2023
Muhammad Muaz Jan 5% on last paid
amount.
Lease for a period of
Bawa Hospital Premises, Near Old
Taken on lease from 11 months
4. Dandi Swami Mandir, Civil Lines ₹ 15,000 p.m.
Dr. Arvind Bawa commencing from
Ludhiana – 141 001.
August 26, 2025
₹ 42,000 p.m. Lease for a period of
Office no. 2, 3rd Floor, Orchid Mall, AN
Taken on lease from Amit 11 months
College, Boring Road, Pataliputra Road,
Kumar commencing from
Patna – 800 013.
September 10, 2025
5.
Lease for a period of
Office no. 3-B, 3rd Floor, Orchid Mall, A
Taken on lease from Sanju 11 months
N College, Boring Road, Pataliputra ₹ 46,760 p.m.
Kumari commencing from
Road, Patna – 800 013.
April 01, 2025
Lease for a period of
Ground Floor, M A, IG Road Main
Taken on lease from Aijaz 11 months
6. Chowk, opp. Jamia Masjid, Hyderpora, ₹ 90,000 p.m.
Ahmed Malik commencing from
Srinagar, Jammu and Kashmir 190014.
November 06, 2025

Intellectual Property

As of the date of this Red Herring Prospectus, we have 61 trademarks registered/applied under the Trade Marks Act,
1999. Out of which, there are 3 trademarks with the status of “Accepted & Advertised” and 2 trademarks classified as
“Objected”.

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All the trademarks were in the name of Dr. Manika Khanna. However, these trademarks have been assigned to the
Company pursuant to an assignment deed dated February 17, 2023, based on the valuation report issued by ARCH
and Associates, Chartered Accountant, on February 20, 2023.

[The remainder of this page has intentionally been left blank]

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 KEY REGULATIONS AND POLICIES

In carrying on our business as described in the section titled “Our Business” on page 163 of this Red Herring
Prospectus, our Company is regulated by the following legislations in India. The following description is a summary
of the relevant regulations and policies as prescribed by the Government of India and other regulatory bodies that
are applicable to our business. The information detailed in this chapter has been obtained from the various
legislations, including rules and regulations promulgated by the regulatory bodies and the bye laws of the local
authorities that are available in the public domain. The regulations and policies set out below may not be exhaustive
and are only intended to provide general information to the investors and are neither designed nor intended to be a
substitute for professional legal advice. For details of Government Approvals obtained by the Company in compliance
with these regulations, see “Government and Other Statutory Approvals” on page 327 of this Red Herring Prospectus.

Our Company is engaged in the business of providing healthcare services mainly rendering various fertility treatments
such as In vitro fertilization (IVF), intrauterine insemination (IUI), intracytoplasmic sperm injection (ICSI), Egg
Freezing, laser assisted embryo implantation amongst others. Our business is governed by various central and state
legislations that regulate the substantive and procedural aspects of our Company’s business. Our Company is required
to obtain and regularly renew licenses/ registrations and / or permissions required statutorily under the provisions of
various Central and State Government regulations, rules, bye-laws, acts and policies.

Given below is a brief description of the relevant legislations that are currently applicable to the business carried on
by our Company:

A. INDUSTRY RELATED LEGISLATION

Pre-Conception and Pre-Natal Diagnostic Techniques (Prohibition of Sex Selection) Act, 1994 (“PCNDT Act”)

The PCNDT Act prohibit sex selection, before or after conception, regulate the use of pre-natal diagnostic techniques
by restricting their usage for the purposes of detecting genetic or metabolic disorders or chromosomal abnormalities
or certain congenital malformations or sex-linked disorders and seek to prevent the misuse of such techniques for the
purposes of pre-natal sex determination leading to female foeticide. The PCNDT Act also make it mandatory for all
genetic counselling centres, genetic clinics, genetic laboratories carrying out pre-natal diagnostic techniques, to
register with the appropriate authority, failing which penal actions may be taken against them. Hospitals providing
pre-natal diagnostic facilities fall within the purview of the PCNDT Act. Further, the PCNDT Act prohibit
advertisements relating to preconception and pre-natal determination of sex and the same is made punishable with a
fine and imprisonment. State legislation like the Punjab Pre-Natal Diagnostic Technique (Control and Regulation)
Act, 1994 was also passed to enforce the same in that State.

Pre-Natal Diagnostic Techniques (Regulation and Prevention of Misuse) Rules, 1996

Pre-Natal Diagnostic Techniques (Regulation and Prevention of Misuse) Rules, 1996 prescribe the regulatory
framework for registration and operation of Genetic Counselling Centres, Genetic Laboratories and Genetic Clinics,
set standards for equipment, qualifications, and procedures, mandate stringent record-keeping (including Forms for
consent, indications, and reporting), require display of statutory notices prohibiting sex selection, regulate the use of
ultrasound and other prenatal diagnostic techniques strictly for permitted medical indications, and provide for
inspections, suspension/cancellation of registration, and penalties for contraventions; establishments must obtain and
renew registration, maintain prescribed records and monthly reports, and comply with supervisory directions of the
Appropriate Authority as per the Rules and subsequent amendments notified by the Government of India.

Clinical Establishment (Registration and Regulations Act), 2010 (“Clinical Establishment”)

This act has been enacted for the registration and regulation of all the clinical establishments in the country with the
view to prescribe the minimum standards of facilities provided by them. The act is applicable to all types of clinical
establishments and provides for the establishment of a body called national council for clinical establishments to
monitor the functioning and registration of clinical establishments. Various States have also passed legislations to
enforce the above like the Bihar Clinical Establishments (Control and Regulation) Act, 2007 and Punjab Clinical
Establishments (Registration and Regulation) Act, 2020.

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Medical Termination of Pregnancy Act, 1971 (“MTP Act”) and rules thereunder

The MTP Act regulates the termination of pregnancies by registered medical practitioners and permits termination of
pregnancy only on specific grounds. It stipulates that the medical termination of pregnancies can be carried out only
in certain stipulated circumstances by a registered medical practitioner who has the necessary qualification, training
and experience in performing such termination and only at a place which has facilities that meet the standards specified
in the rules and regulations issued under the MTP Act. Failure to comply with the requirements of Section 7 of the
MTP Act is punishable with a fine up to one thousand rupees. Under the Medical Termination of Pregnancy Rules,
2003 framed pursuant to the MTP Act, private clinics can receive their authorization only if the government is satisfied
that termination of pregnancies will be done under safe and hygienic conditions, and the clinic has the requisite
infrastructure and instruments in place.

Registration of Births and Deaths Act, 1969 (“RBD Act”)

The RBD Act was enacted to regulate the registration of births and deaths in India. The RBD acts provides for the
appointment of Registrar General, India at the apex, Chief Registrar at the state level and District Registrars. The
responsibility of the Register General, India inter alia is to issue directions regarding registrations of births and deaths
in the territories to which the act extends. Under the RBD Act, the medical officer of a hospital is required to notify
births and deaths occurring in the hospital to the Registrar appointed under the RBD Act. If the Registrar refuses to
register any birth or death, he may be punishable with a fine under the RBD Act.

Indian Nursing Council Act, 1947 (“Nursing Act”)

Under the Nursing Act, nurses, midwives or health visitors are required to hold recognized qualifications (provided in
the Schedule to the Nursing Act) for enrolment in the state register. Further, states are entitled to establish state
councils to regulate the registration of nurses, midwives or health visitors in the relevant state. The Nursing Act also
empowers the executive committee of the Indian Nursing Council, constituted under the Nursing Act, to appoint
inspectors to inspect any institution which is recognized as a training institution granting any recognized qualification
or recognized higher qualification under the Nursing Act. Delhi Nursing Council Act, 1997 was passed in the State of
Delhi for the above reason.

Indian Medical Council (Professional Conduct, Etiquette and Ethics) Regulations, 2002 (“Ethics Regulations”)

The Ethics Regulations impose a number of requirements on medical practitioners, including good practices, record
maintenance requirements, duties to patients, advertising regulations and a framework for punishment and disciplinary
action for misconduct and violation of the Ethics Regulations. Oversight and enforcement of the Ethics Regulations
have been vested with the relevant Medical Councils. If, upon enquiry, the medical practitioner is found guilty of
violating norms prescribed in the Ethics regulations, the appropriate Medical Council may award such punishment as
deemed necessary, including a direction towards removal of such medical practitioner’s name from the State and/or
Indian Medical Registers, either permanently or for a limited period. Further, the Indian Medical Council (Professional
Conduct, Etiquette and Ethics) (Amendment) Regulations, 2020, has enabled the practice of telemedicine, specifying
that consultation through telemedicine by registered medical practitioners shall be permissible in accordance with the
Telemedicine Practice Guidelines, provided in the appendix to the Ethics Regulations. However, the Ethics
Regulations are not an exhaustive code of conduct for medical practitioners. The Indian Medical Council and the State
Medical Councils are not precluded by the Ethics Regulations from considering or dealing with any other form of
professional misconduct not covered in the Ethics Regulations. The various State specific legislations passed in
relation to this are Maharashtra Medical Council Act, 1965 and Delhi Medical Council Act, 1997.

National Medical Commission Act, 2019 (“NMC Act”)

The NMC Act, 2019 provides for, amongst others, a medical education system that improves access to quality and
affordable medical education, ensures availability of adequate and high quality medical professionals across the
country, encourages medical professionals to adopt latest medical research and enforces high ethical standards in
medical service. The National Medical Commission, constituted under the NMC Act, is entrusted with the exercise of
powers and functions under the NMC Act, including prescribing policies for quality medical education and assessing

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healthcare requirements. Further, through the NMC Act, it has also been proposed to hold a common final year
undergraduate medical examination, known as the National Exit Test, for granting licenses to practice medicine as
medical practitioners and for enrolment in the state medical register or the national medical register. No person other
than a person who is enrolled in the state or national medical register shall be allowed to practice medicine as a
qualified medical practitioner and doing so is punishable with a fine or imprisonment or both. To give effect to the
above, various States have enacted specific legislations, namely, Bihar and Orissa Medical Act, 1916, Karnataka
Medical Registration Act, 1961, Maharashtra Medical Practitioners' Act, 1961, Delhi Bhartiya Chikitsa Parishad
Adhiniyam, 1998.

National Ethical Guidelines for Biomedical and Health Research Involving Human Participants, 2017 (“ICMR
Code”)

The Indian Council of Medical Research has issued the ICMR Code which envisages that medical and related research
using human beings as research participants must only be carried out after due consideration of all alternatives and
the use of human participants is considered to be essential for the proposed study. The ICMR Code lays down the
requirement of ensuring privacy and confidentiality along with ensuring that such studies are conducted in a
transparent and environmentally friendly manner. As required by the ICMR Code, it is mandatory that all proposals
on biomedical research involving human participants should be cleared by an appropriately constituted independent
and impartial institutional ethics committee to safeguard the welfare and the rights of the participants. The committee
should preferably have 7 to 15 persons while maintaining a balance between medical and non-medical/ technical and
non-technical members, depending upon the needs of the institution. These ethics committees are entrusted with the
initial review of research proposals prior to their initiation, and also have a continuing responsibility to regularly
monitor the approved research to ensure ethical compliance during the conduct of research. Such an on-going review
has to be in accordance with the international guidelines wherever applicable and the Standard Operating Procedures
of the World Health Organization.

The ICMR Code also provides that the human participants may be paid for the inconvenience and time spent, and
should be reimbursed for expenses incurred, in connection with their participation in the research. They may also
receive free medical services. During the period of research, if any such participant requires treatment for complaints
other than the one being studied necessary, free ancillary care or appropriate treatments may be provided. However,
the ethics committee is entrusted to ensure that payments should not be so large or the medical services so extensive
as to make a prospective participant’s consent readily to enrol in research against their better judgment, which would
then be treated as undue inducement.

The Assisted Reproductive Technology (Regulation) Act, 2021 (“ART Act”)

The ART Bill which was introduced in the Lok Sabha on September 14, 2020 has received the assent of the President
on December 18, 2021. The ART Act inter alia provides for the regulation and supervision of the assisted reproductive
technology clinics and the assisted reproductive technology banks. It further provides for the prevention of misuse of
assisted reproductive technology services and mandates the registration of every ART clinic or bank with the national
registry through the appropriate authority established under the act. Further, the ART Act provides for the punishment
including imprisonment in the event any clinic or bank or agent registered under the act issues, publishes, distributes
or, communicates any advertisement in any manner including internet, regarding facilities of sex selective assisted
reproductive technology.

Karnataka Private Medical Establishments Act, 2007 (“KPME Act”)

The act provides for the regulation and control of the private medical establishments in the state of Karnataka by
specifying the process of registration, the statutory obligations such as maintenance of clinical records and complying
with the standards of quality of services. The statute inter alia imposes a penalty in case of violation of certain
provisions such as non-registration or maintenance of clinical records of the activities relating to the patients. Further,
an Amendment Bill has been passed in 2020 to amend certain sections of the statute to achieve greater control over
the private medical establishments in the state.

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National Nursing and Midwifery Commission Act, 2023(“NMMC Act”)

The Act was enacted to provide for regulation and maintenance of standards of education and services by nursing and
midwifery professionals, assessment of institutions, maintenance of a National Register and State Registers and
creation of a system to improve access, research and development and adoption of latest scientific advancement and
for matters connected therewith or incidental thereto. Permission of the Assessment and Rating Board would be needed
to establish a new nursing and midwifery institution, increase the number of seats, or start any new postgraduate
course. The Ethics and Registration Board will maintain an online Indian Nurses and Midwives’ Register, containing
the details and qualifications of professionals and associates. Individuals must be enrolled in the National or State
Register to practice nursing or midwifery as qualified professional. Failure to comply may result in imprisonment of
up to one year, a fine of up to five lakh rupees, or both. To give effect to the above, State Legislatures have enacted
the Punjab Nurses Registration Act, 1932, Bihar and Orissa Nurses Registration Act, 1935, The Jammu and Kashmir
Nurses’, Midwives’ and Health Visitors’ Registration Act, 1956, Karnataka Nurses, Midwives and Health Visitors
Act, 1961, Maharashtra Nurses Act, 1966.

The Delhi Nursing Homes Registration Act, 1953

The Delhi Nursing Homes Registration Act, 1953 provides the statutory framework for compulsory registration,
regulation and inspection of nursing homes operating in the National Capital Territory of Delhi, requiring every
nursing home to obtain and periodically renew registration, comply with prescribed conditions and standards, permit
inspections, and face suspension or cancellation for breaches, with administration undertaken by the Directorate
General of Health Services, GNCTD through notices and orders issued under the Act; authoritative texts and
government records reflect the Act’s scope (including definitions, registration, inspection, penalties and rule-making),
the requirement to display and maintain valid registration, and the use of show-cause and enforcement powers to
ensure compliance and public health safeguards, making adherence to registration status and operating conditions a
material compliance area for healthcare establishments in Delhi.

B. SHOPS AND COMMERCIAL ESTABLISHMENTS LEGISLATION

The Company has its registered office at Delhi and branch offices at Maharashtra, Karnataka, Jammu and Kashmir,
Bihar and Punjab. The Company is governed by various shops and establishments legislations, as applicable in the
States, such as Delhi Shops and Establishment Act, 1954, Bihar Shops and Establishment Rules, 1955, Punjab Shops
and Commercial Establishments Act 1958, Karnataka Shops and Commercial Establishments Act, 1961, The Jammu
and Kashmir Shops and Establishments Act, 1966 and Maharashtra Shops and Establishments (Regulation of
Employment and Conditions of Service) Act, 2017 where its branch offices are located. These regulations regulate
the conditions of work and employment in shops and commercial establishments and generally prescribe obligations
in respect of inter alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health,
and safety measures, and wages for overtime work.

C. ENVIRONMENTAL LAWS

Environment Protection Act, 1986 (the “EP Act”), Environment Protection Rules, 1986 (the “EP Rules”) and
Environmental Impact Assessment Notification, 2006 (“EIA Notification”)

The EP Act has been enacted for the protection and improvement of the environment and empowers the government
to take measures in this regard. It is in the form of an umbrella legislation designed to provide a framework for
Government of India to coordinate the activities of various Central and State authorities established under previous
laws. Further, the EP Rules specifies, amongst other things, the standards for emission or discharge of environmental
pollutants, and restrictions on the handling of hazardous substances in different areas. For contravention of any of the
provisions of the EP Act or the rules framed thereunder, the punishment includes either imprisonment or fine or both.
Additionally, under the EIA Notification and its subsequent amendments, projects are required to mandatorily obtain
environmental clearance from the concerned authorities depending on the potential impact on human health and
resources.

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Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)

The Water Act aims to prevent and control water pollution as well as restore water quality by establishing and
empowering the relevant state pollution control boards. Under the Water Act, any individual, industry or institution
discharging industrial or domestic waste into water must obtain the consent of the relevant state pollution control
board, which is empowered to establish standards and conditions that are required to be complied with. The Water
Act prescribes specific amounts of fine and terms of imprisonment for various contraventions.

Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)

Under the Air Act, the relevant state pollution control board may inspect any industrial plant or manufacturing 216
process and give orders, as it may deem fit, for the prevention, control and abatement of air pollution. Further,
industrial plants and manufacturing processes are required to adhere to the standards for emission of air pollutants laid
down by the relevant state pollution control board, in consultation with the Central Pollution Control Board. The
relevant state pollution control board is also empowered to declare air pollution control areas. Additionally, consent
of the state pollution control board is required prior to establishing and operating an industrial plant. The consent by
the state pollution control board may contain provisions regarding installation of pollution control equipment and the
quantity of emissions permitted at the industrial plant. Whoever contravenes any of the provisions of the Air Act or
any order or direction issued is punishable with imprisonment for a term which may extend to 3 months or with a fine
of ₹ 10,000 or with both, and in case of a continuing offence, with an additional fine which may extend to ₹ 5,000 for
every day during which such contravention continues after initial conviction.

Bio-Medical Waste Management Rules, 2016 (“BMW Rules”)

The BMW Rules apply to all persons who generate, collect, receive, store, transport, treat, dispose or handle
biomedical waste in any form including hospitals, nursing homes and clinics. Our Company is required to obtain an
authorisation under the BMW Rules for the generation of bio-medical waste to ensure that such waste is handled
without any adverse effect to human health and the environment and to set up bio–medical waste treatment facilities
as prescribed under the BMW Rules, including pre-treating laboratory and microbiological waste, and proving training
to health care workers and others involved in handling bio-medical waste. We are also required to submit an annual
report to the prescribed authority and also to maintain records related to the generation, collection, storage,
transportation, treatment, disposal, and/ or any form of handling of biomedical waste in accordance with the BMW
Rules and the guidelines issued thereunder. The prescribed authority may cancel, suspend or refuse to renew an
authorisation, if for reasons to be recorded in writing, the occupier/operator has failed to comply with any of the
provisions of EP Act or BMW Rules.

D. LABOUR LAW LEGISLATIONS

Other labour law legislations

A wide variety of labour laws are also applicable to our Company, including the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952, the Employees’ State Insurance Act, 1948, the Industrial Disputes Act, 1947 and
the Industrial Disputes (Central) Rules, 1957, the Maternity Benefit Act, 1961, the Minimum Wages Act, 1948, the
Payment of Bonus Act, 1965, the Payment of Gratuity Act, 1972, the Payment of Wages Act, 1936, the Equal
Remuneration Act, 1976 and the Workmen’s Compensation Act, 1923, the Industrial Employment (Standing Orders)
Act, 1946, the Apprentices Act, 1961 and the Child Labour (Prohibition Regulation) Act, 1986.

The Code on Wages, 2019

On November 21, 2025, the Government of India notified and officially brought into force the Code on Wages, 2019.
It provides for a uniform definition of ‘wages’, mandates a national floor wage, and ensures timely payment of wages
to all employees across sectors. It also strengthens provisions on equal remuneration and simplifies compliance by
consolidating four major labour laws into a single framework. The code subsumes four separate legislations, namely,
the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal
Remuneration Act, 1976.

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Occupational Safety, Health and Working Conditions Code, 2020 (“OSH Code”)

The Government of India enacted the OSH Code, notified on November 21, 2025, which subsumes several separate
legislations, including the Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-
State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and the Building and Other
Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996.

The Code on Social Security, 2020

On November 21, 2025, the Government of India notified and officially brought into force the Code on Social Security,
2020. It provides for a unified and streamlined social security framework, extends coverage to unorganised workers,
gig workers and platform workers, and modernises the employees’ provident fund, employees’ state insurance,
maternity benefits and gratuity mechanisms to ensure broader and more efficient social protection for the workforce.

Industrial Relations Code, 2020 (“IRC Code”)

Further, the Government of India has enacted the IRC Code, notified on November 21, 2025, which subsumes three
separate legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial
Employment (Standing Orders) Act, 1946. It governs conditions of employment in industrial establishments or
undertaking, investigation and settlement of disputes

E. INTELLECTUAL PROPERTY LAWS

Certain laws relating to intellectual property rights applicable to us are as follows:

The Copyright Act, 1957 (the “Copyright Act”) governs copyright protection in India. Even while copyright
registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work,
registration under the Copyright Act acts as prima facie evidence of the particulars entered therein and helps expedite
infringement proceedings and reduce delay caused due to evidentiary considerations.

The Trade Marks Act, 1999 (the “Trade Marks Act”) provides for the process for making an application and
obtaining registration of trade marks in India. The purpose of the Trade Marks Act is to grant exclusive rights to
marks such as a brand, label, heading, etc. and to obtain relief in case of infringement of such marks for commercial
purposes. The Trade Marks Act prohibits registration of deceptively similar trade marks and provides for penalties
for infringement, falsifying and falsely for applying trade marks.

The Indian Patents Act, 1970 (the “Patent Act”) governs patents in India. A patent is an intellectual property right
relating to inventions and is the grant of exclusive right, for limited period, provided by the Government to the
patentee, in exchange of full disclosure of his invention, for excluding others from making, using, selling, importing
the patented product or process producing that product. The term invention means a new product or process involving
an inventive step capable of industrial application.

The Designs Act, 2000 (the “Designs Act”) and rules made thereunder promote and protect the design element of
industrial production. It is also intended to promote innovative activity in the field of industries. The Controller
General of Patents, Designs and Trade Marks appointed under the Trademarks Act shall be the Controller of Designs
for the purposes of the Designs Act. When a design is registered, the proprietor of the design has copyright in the
design for ten years from the date of registration.

F. TAX RELATED LAWS

The Income Tax Act, 1961

The IT Act is applicable to every company, whether domestic or foreign whose income is taxable under the provisions
of the IT Act or rules made thereunder depending upon its ‘Residential Status’ and ‘Type of Income’ involved. The
IT Act provides for the taxation of persons resident in India on global income and persons not resident in India on
income received, accruing or arising in India or deemed to have been received, accrued or arising in India. Every

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company assessable to income tax under the IT Act is required to comply with the provisions thereof, including those
relating to Tax Deduction at Source, Advance Tax, and Minimum Alternative Tax and like. Every such company is
also required to file its returns by September 30 of each assessment year.

Central Goods and Services Tax Act, 2017

The GST Act levies indirect tax throughout India to replace many taxes levied by the Central and State Governments.
The GST Act was applicable from July 1, 2017 and combined the Central Excise Duty, Commercial Tax, Value
Added Tax (VAT), Food Tax, Central Sales Tax (CST), Introit, Octroi, Entertainment Tax, Entry Tax, Purchase Tax,
Luxury Tax, Advertisement Tax, Service Tax, Customs Duty, Surcharges. GST is levied on all transactions such as
sale, transfer, purchase, barter, lease, or import of goods and/or services. India has adopted a dual GST model, meaning
that taxation is administered by both the Union and State Governments. Transactions made within a single state is
levied with Central GST (CGST) by the Central Government and State GST (SGST) by the government of that state.
For inter-state transactions and imported goods or services, an Integrated GST (IGST) is levied by the Central
Government. GST is a consumption-based tax; therefore, taxes are paid to the state where the goods or services are
consumed and not the state in which they were produced

Integrated Goods and Services Tax Act, 2017

Integrated Goods and Services Tax Act, 2017 (“IGST Act”) is a Central Act enacted to levy tax on the supply of any
goods and/ or services in the course of inter-State trade or commerce. IGST is levied and collected by Centre on
interstate supplies. The IGST Act sets out the rules for determination of the place of supply of goods. Where the supply
involves movement of goods, the place of supply shall be the location of goods at the time at which the movement of
goods terminates for delivery to the recipient. The IGST Act also provides for determination of place of supply of
service where both supplier and recipient are located in India or where supplier or recipient is located outside India.
The provisions relating to assessment, audit, valuation, time of supply, invoice, accounts, records, adjudication, appeal
etc. given under the CGST Act are applicable to IGST Act.

Customs Act, 1962

The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of goods i.e.
bringing into India from a place outside India or at the time of export of goods i.e. taken out of India to a place outside
India. Any Company requiring importing or exporting any goods is first required to get it registered and obtain an IEC
(Importer Exporter Code). Imported goods in India attract basic customs duty, additional customs duty and education
cess. The rates of basic customs duty are specified under the Customs Tariff Act 1975. Customs duty is calculated on
the transaction value of the goods. Customs duties are administrated by Central Board of Excise and Customs under
the Ministry of Finance

The Delhi State Tax on Professions, Trades, Callings and Employments Act, 1975

The Delhi State Tax on Professions, Trades, Callings and Employments Act, 1975 authorises the National Capital
Territory to levy a profession tax on individuals engaged in any profession, trade, calling or employment within Delhi,
typically collected from salaried employees by employers through deduction and remittance and payable directly by
self-employed persons, with registration/enrolment requirements, prescribed rates and thresholds set by the State
(subject to the constitutional cap of Rs. 2,500 per annum) and enforcement through assessment, interest and penalties
for delays or defaults; while Delhi’s municipal law recognises a tax on professions, trades, callings and employments
as part of the permissible local tax base, operational details and administration are notified by the Department of Trade
and Taxes and allied authorities, and companies with employees or operations in Delhi should ensure timely
registration, deduction, remittance, returns and record-keeping to mitigate compliance and reputational risks.

The Bihar Tax on Professions, Trades, Callings and Employments Act, 2011

The Bihar Tax on Professions, Trades, Callings and Employments Act, 2011 (Bihar Act 10 of 2011) imposes a state-
level professional tax on persons engaged in professions, trades, callings and employments in Bihar. The Act provides
for compulsory registration/enrolment, employer registration, deduction of tax from salaries by employers, prescribed
returns and payments, liability caps (generally up to Rs. 2,500 per annum per person), and penalties for non-

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compliance. Operational procedures (forms, timelines, authorities) are prescribed under the Bihar Professional Tax
Rules, 2011, as notified by the Commercial Taxes Department, Government of Bihar.

The Karnataka Tax on Professions, Trades, Callings and Employments Act, 1976

The Karnataka Tax on Professions, Trades, Callings and Employments Act, 1976 imposes a state-level professional
tax on individuals engaged in any profession, trade, calling or employment within Karnataka, requiring employer
registration for deduction at source from employees based on notified slabs (subject to the constitutional ceiling of Rs.
2,500 per annum per person), enrolment of self-employed persons and entities, periodic payment and filing of
prescribed returns, and provides for assessment, interest and penalties for non-compliance; issuers with employees or
operations in Karnataka should ensure timely registration/enrolment, employee-wise deductions, remittances, and
return compliance as per the Act and the Karnataka Professional Tax Rules/notifications in force.

The Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975

The Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975 mandates professional tax
in Maharashtra on persons engaged in any profession, trade, calling or employment, requiring (a) employer registration
(PTRC) to deduct tax from employees as per notified slabs and remit within prescribed due dates, (b) enrolment
(PTEC) by self-employed persons and entities for payment on their own account, and (c) periodic returns and
compliance with assessments, interest and penalties under the Act and the Maharashtra State Tax on Professions,
Trades, Callings and Employments Rules, 1975; rate slabs and procedural updates are issued by the Department of
State Tax via notifications, and issuers with employees/operations in Maharashtra should ensure timely PTRC/PTEC
registration, employee-wise deduction and deposit, and return filing in line with the latest notifications and Schedule
I as amended.

Professional Tax

The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession
or trade. The State Government of each State is empowered with the responsibility of structuring as well as
formulating the respective professional tax criteria and is also required to collect funds through professional tax. The
professional taxes are charged on the incomes of individuals, profits of business or gains in vocations. The professional
tax is charged as per the List II of the Constitution. The professional taxes are classified under various tax slabs in
India. The tax payable under the State Acts by any person earning a salary or wage shall be deducted by his employer
from the salary or wages payable to such person before such salary or wages is paid to him, and such employer shall,
irrespective of whether such deduction has been made or not when the salary and wage is paid to such persons, be
liable to pay tax on behalf of such person and employer has to obtain the registration from the assessing authority in
the prescribed manner. Every person liable to pay tax under these Acts (other than a person earning salary or wages,
in respect of whom the tax is payable by the employer), shall obtain a certificate of enrolment from the assessing
authority.

G. OTHER APPLICABLE LAWS

Legislations pertaining to Stamp Duty

Stamp duty in relation to certain specified categories of instruments as specified under Entry 91 of the list, is governed
by the provisions of the Indian Stamp Act, 1899 (“Stamp Act”) which is enacted by the Central Government. All
others instruments are required to be stamped, as per the rates prescribed by the respective State Governments in the
respective schedules of the respective legislations pertaining to stamp duty as applicable in the State. Stamp duty is
required to be paid on all the documents that are registered and as stated above the percentage of stamp duty payable
varies from one State to another. Certain State in India have enacted their own legislation in relation to stamp duty
while the other State have adopted and amended the Stamp Act, as per the rates applicable in the State. On such
instruments stamp duty is payable at the rates specified in Schedule I of the Stamp Act. Instruments chargeable to duty
under the Stamp Act which are not duly stamped are incapable of being admitted in court as evidence of the transaction
contained therein. The Stamp Act also provides for impounding of instruments which are not sufficiently stamped or
not stamped at all. Unstamped and deficiently stamped instruments can be impounded by the authority and validated
by payment of penalty. The amount of penalty payable on such instruments may vary from State to State.

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Consumer Protection Act, 2019

The Consumer Protection Act, 2019 (“COPRA, 2019”) provides a mechanism for the consumer to file a complaint
against a manufacturer, traders, and service providers in cases of unfair trade practices, restrictive trade practices,
deficiency in services, unlawful pricing and serving of food that may be hazardous to life. It provides for a three-tier
consumer grievance redressal mechanism at the national, state and district levels. It places liability on a product
manufacturer / product service provider / product seller to compensate for the harm caused due to a defective product
or deficiency in services. The key features of the COPRA, 2019 include wider definition of “consumer”, enhancement
of pecuniary jurisdiction, flexibility in e-filing complaints, imposition of product liability, wider definition of unfair
trade practices, and provision for alternative dispute resolution. COPRA, 2019 provides for penalties for, amongst
others, manufacturing for sale or storing, selling, or distributing or importing products containing adulterants and for
publishing false or misleading advertisements.

The Companies Act, 2013

The Companies Act, 2013 (“Companies Act”) deals with laws relating to companies and certain other associations.
The Companies Act primarily regulates the formation, financing, functioning, and winding up of companies. The
Companies Act prescribes regulatory mechanism regarding all relevant aspects, including organizational, financial,
and managerial aspects of companies. It deals with issue, allotment and transfer of securities and various aspects
relating to company management. It provides for standard of disclosure in public issues of capital, particularly in the
fields of company management and projects, information about other listed companies under the same management,
and management perception of risk factors

The Food Safety and Standards Act, 2006

The Food Safety and Standards Act, 2006 establishes a single, science-based framework for regulating the
manufacture, storage, distribution, sale and import of food in India by constituting the Food Safety and Standards
Authority of India (FSSAI) to set standards, prescribe labelling and hygiene requirements, conduct surveillance, and
enforce compliance through licensing/registration of food business operators and risk-based oversight, with powers to
inspect, sample, recall, suspend or cancel licences, and impose civil and criminal penalties for non-compliance,
including unsafe, sub-standard or misbranded food and misleading advertisements; related obligations typically
include product and additive standards, limits on contaminants and residues, packaging and labelling (including
nutritional declarations and claims), Good Manufacturing/Hygiene Practices, testing through notified laboratories,
traceability and recall readiness, and display of the FSSAI licence number, all of which are operationalised through
subordinate legislation (notably the Food Safety and Standards [Licensing and Registration of Food Businesses]
Regulations, 2011; the Food Safety and Standards [Labelling and Display] Regulations, 2020; and product/category
standards and additive and contaminant regulations), and are material to the Company’s operations given potential
business disruption, penalties and reputational risks arising from enforcement actions.

The Registration Act, 1908

The Registration Act, 1908 (“Registration Act”) was passed to consolidate the enactments relating to the registration
of documents. The main purpose for which the Registration Act was designed was to ensure information about all
deals concerning land so that correct land records could be maintained. The Registration Act is used for proper
recording of transactions relating to other immovable property also. The Registration Act provides for registration of
other documents also, which can give these documents more authenticity. Registering authorities have been provided
in all the districts for this purpose.

The Indian Contract Act, 1872

The Indian Contract Act, 1872 (“Contract Act”) lays down the essentials of a valid contract, it provides a framework
of rules and regulations that govern the validity, execution and performance of a contract and codifies the way in
which a contract may be entered into, executed, implementation of the provisions of a contract and effects of breach
of a contract. The Contract Act consists of limiting factors subject to which contract may be entered into, executed

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and the breach enforced. The contracting parties themselves decide the rights and duties of parties and terms of
agreement.

The Specific Relief Act, 1963

The Specific Relief Act, 1963 (“Specific Relief Act”) is complimentary to the provisions of the Contract Act and the
Transfer of Property Act, as the Act applies both to movable property and immovable property. The Specific Relief
Act applies in cases where the Court can order specific performance of a contract. Specific relief can be granted only
for purpose of enforcing individual civil rights and not for the mere purpose of enforcing a civil law. Specific
performance’ means Court will order the party to perform his part of agreement, instead of imposing on him any
monetary liability to pay damages to other party.

H. REGULATIONS REGARDING FOREIGN INVESTMENT

Foreign Exchange Management Act, 1999 and Foreign Direct Investment Policy

Foreign investment in India is governed by the provisions of the Foreign Exchange Management Act, 1999
(“FEMA”), read with the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, as amended from
time to time, and the regulations, directions, and notifications issued thereunder by the Reserve Bank of India (“RBI”).
The Department for Promotion of Industry and Internal Trade (“DPIIT”), Ministry of Commerce and Industry, has
issued the Consolidated Foreign Direct Investment Policy (“FDI Policy”), effective from October 15, 2020, as
amended from time to time, which consolidates the extant policy framework governing foreign direct investment in
India.

Under the FDI Policy, foreign investment (other than in prohibited sectors) is permitted in Indian companies either
through the automatic route or the government approval route, depending on the sector in which such investment is
proposed. The responsibility for granting approvals under the government route has been entrusted to the concerned
administrative ministries or departments. Where foreign investment is permitted under the automatic route, no prior
approval of the Government or the RBI is required, subject to compliance with applicable laws and post-investment
reporting requirements prescribed under FEMA. In cases where investment is made pursuant to government approval,
the investor is required to comply with the applicable reporting requirements with the RBI following the
consummation of the investment.

Our Company is engaged in the business of providing healthcare services, primarily in the field of fertility treatments,
including in vitro fertilization (IVF), intrauterine insemination (IUI), intracytoplasmic sperm injection (ICSI), egg
freezing, and laser-assisted embryo implantation, among others. The FDI Policy does not prescribe any sector-specific
limits on foreign investment in the hospital and healthcare services sector. Further, for sectors or activities not
specifically listed in the FDI Policy, foreign investment of up to 100% under the automatic route is permitted, subject
to compliance with applicable conditions under FEMA and the FDI Policy.

Accordingly, no prior approval of the Government of India or the RBI is required for the allotment of equity shares to
foreign investors under this Issue. The Company will, however, be required to make the necessary post-investment
filings with the RBI in accordance with applicable FEMA regulations.

In addition, the Government of India, in coordination with the RBI, has notified the Foreign Exchange Management
(Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019, as amended, which govern matters
such as the mode of payment and remittance of sale proceeds. Further, the Government has introduced the Foreign
Exchange Management (Overseas Investment) Rules, 2022 (“ODI Rules”). These rules and regulations have
streamlined and liberalized the overseas investment framework by expanding the scope of permissible economic
activities and reducing the requirement for prior RBI approvals, thereby simplifying compliance requirements.

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I. SECURITIES LAW

Securities and Exchange Board of India Act, 1992

The Securities and Exchange Board of India Act, 1992 establishes SEBI as the principal regulatory authority
overseeing India’s securities markets. It confers comprehensive powers upon SEBI to regulate all facets of securities
markets, including issuance, listing, and trading activities. The Act authorizes SEBI to safeguard investor interests,
maintain market integrity, and foster market development through regulations, circulars, and guidelines. Furthermore,
it empowers SEBI to conduct investigations into potential violations, impose administrative and monetary sanctions,
and pursue enforcement actions against non-compliant market participants.

Securities Contracts (Regulation) Act, 1956 (“SCRA”)

SCRA regulates securities transactions and establishes the legal infrastructure for stock exchanges within India. It
comprehensively defines securities and financial instruments while governing listing requirements and prohibiting
unauthorized trading. The Act establishes parameters for recognition of exchanges and empowers the central
government and SEBI to implement measures for intervention when necessary to protect investor interests or preserve
market stability. The SCRA provides for direct and indirect control of virtually all aspects of securities trading and
the running of stock exchanges and aims to prevent undesirable transactions in securities. It gives central
government/SEBI regulatory jurisdiction over stock exchanges through a process of recognition and continued
supervision, contracts in securities and listing of securities on stock exchanges. It also provides the statutory basis for
regulation of derivatives and other complex financial instruments.

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI
ICDR Regulations”)

The SEBI ICDR Regulations are the primary framework which govern the process of raising capital by companies in
India through public issue, rights issue, preferential issue, bonus issue by a listed issuer, qualified institutions
placement by a listed issue and issue of Indian Depository Receipts, IPOs by SMEs and listing without any public
issue. The Regulations aim to ensure transparency, adequate disclosures, investor protection and fair practices in the
securities market.

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”)

SEBI Listing Regulations delineate ongoing compliance obligations for companies with listed securities. They
establish requirements for financial disclosures, corporate governance standards, investor grievance mechanisms, and
timely reporting of material events. These regulations mandate specific committee compositions, independent director
requirements, and related party transaction approvals. They prescribe formats and timelines for periodic submissions
to exchanges and require the appointment of qualified compliance officers to ensure adherence to regulatory
requirements. These Regulations ensure that all listed companies adhere to uniform standards of transparency,
disclosure, and corporate governance, thereby protecting investor interests and maintaining market integrity.

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“SEBI PIT
Regulations”)

SEBI PIT Regulations prohibits trading in securities while in possession of unpublished price-sensitive information
(“UPSI”). It deals with insider trading offences, establishes trading restrictions for designated persons, and mandates
disclosure requirements for promoters, directors, and key management personnel of a listed company. It requires
companies to formulate a code of conduct, implement trading plans for insiders, and establish mechanisms for
identifying and protecting UPSI. The SEBI PIT Regulations further prescribe maintaining structured digital databases
to track UPSI recipients and specify procedures for legitimate communications with stakeholders. The SEBI PIT
Regulations aim to curb trading based on UPSI. The framework ensures fair trading and confidence in market integrity.

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Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices) Regulations,
2003 (“SEBI PFUTP Regulations”)

SEBI PFUTP Regulations, inter alia, prohibit manipulative, fraudulent, and unfair practices in connection with
securities markets. It defines various categories of prohibited activities including market manipulation, price rigging,
misleading statements, and artificial transactions designed to create false market impressions. The SEBI PFUTP
Regulations empowers SEBI to investigate suspected violations, issue cease-and-desist orders, and impose monetary
penalties and market access restrictions. It also establishes the basis for disgorgement of ill-gotten gains and provides
for restitution to affected investors harmed by fraudulent practices.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was originally incorporated in the name of “Gaudium IVF and Women Health Private Limited” as a
private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated March 24,
2015 issued by the RoC, Delhi and Haryana. Subsequently, our Company was converted from a private limited
company into a public limited company pursuant to a special resolution passed in the extraordinary general meeting
of our Shareholders held on September 28, 2024 and consequently, the name of our Company was changed to
‘Gaudium IVF and Women Health Limited’, and a fresh certificate of incorporation dated October 24, 2024 was issued
by the Central processing center.

Change in the Registered Office

Except as stated below, there has been no change in the registered office of our Company since incorporation:

Effective Date Details of change in the address of the Registered Office Reason for change
The registered office of our Company was changed from A-41, Ground Floor,
Administrative
May 22, 2023 Chander Nagar, Janak Puri, New Delhi, West Delhi, Delhi - 110058, India to
convenience
B1/51, Janakpuri B-1, West Delhi, New Delhi – 110058, India.

Main Objects of our Company

The main objects contained in the Memorandum of Association of our Company are as mentioned below:

1. To take over the running proprietary firm M/S GAUDIUM IVF AND GYNAE SOLUTIONS Situated at A-41,
(Ground Floor) Chander Nagar, Janak Puri, New Delhi-110058, along with its business assets and liabilities.
The said concern shall cease to exist on such takeover.

2. To carry on the business of owning, acquiring, promoting, established, taking on lease, hiring, maintaining,
running, managing, administering and supporting birthing centers, In Vitro Fertilization (IVF) services,
Maternity Centers, Maternity Care Hospitals, Neonatal Units, Women Health Care Hospital, Maternity Health
Services, Artificial Fertility Treatments, Artificial Insemination services, treatments for infertility, Surgical
Centers, Clinics, Dispensaries, Polyclinics, Health Aids, training and research centers, Laboratories, Nursing
Homes, Diagnostic, cure and service centers in India and abroad.

3. To provide care and Consultancy to the pregnant women and newborn baby in all Branches of medical schemes
by all available means and to undertake, promote or engage in all kinds of research including surgical & clinical
research and development work required to promote, assist or engage in setting up hospitals, surgical centers,
healthcare centers and other facilities.

4. To improve the health of women by continuous education and awareness through offline and online activities or
various health issues pertaining to female, their lifestyle and wellbeing.

5. To carry on all or any of the business in India or elsewhere of manufacturers, processors, packers, importers,
exporters, buyers, sellers, distributors agents and wholesale and retail dealers in all kinds of women health care
products, bulk drugs, medicines, cosmetics, toilet requisites, sera, biological and non-biological products,
contraceptives, laboratory chemicals and their byproducts and other chemical items.

6. To undertake on behalf of clients (Pharmaceutical, biotechnology, health care companies), clinic research,
protocol development, medical and clinical research monitoring, drug safety monitoring, statistical analysis and
evaluation of Clinical research.

7. To carry out research and development and providing information and technology related to above business.

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The main objects clause and matters necessary for furtherance of the main objects, as contained in our Memorandum
of Association, enable our Company to carry on the business presently being carried out.

Amendments to our Memorandum of Association in the last 10 years

Set out below are the amendments to our Memorandum of Association in the last ten years preceding the date of this
Red Herring Prospectus:
Date of change/
Nature of amendment
shareholders’ resolution
January 28, 2021 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorized share capital of our Company from ₹ 50,00,000 divided into 5,00,000 Equity shares
of ₹ 10.00 each to ₹ 1,00,00,000 divided into 10,00,000 Equity shares of ₹ 10.00 each
July 23, 2024 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorized share capital of our Company from ₹ 1,00,00,000 divided into 10,00,000 Equity
shares of ₹ 10.00 each to ₹ 44,00,00,000 divided into 4,40,00,000 Equity shares of ₹ 10.00 each
September 20, 2024 Clause V of the Memorandum of Association of our Company was amended to reflect the change
in authorized share capital of our Company from ₹ 44,00,00,000 divided into 4,40,00,000
Equity Shares of face value of ₹ 10.00 each to ₹ 44,00,00,000 divided into 8,80,00,000 Equity
Shares of face value of ₹ 5.00 each on account of split of Equity Shares
September 28, 2024 Clause I of Memorandum of Association of our Company was change from “Gaudium IVF and
Women Health Private Limited” to “Gaudium IVF and Women Health Limited”

Major events and milestones

The table below sets forth some of the major events and milestones in the history of our Company:

Calendar Year Event /milestone

2015 Incorporation of the Company
2019 Company started Gaudium Hospital
Acquired the Gaudium IVF & Gynae Solutions, Proprietor Business of Dr. Manika Khanna*:
 Janakpuri Center – opened in 2009
2021  Greater Kailash Center – opened in 2016
 Patna Center – opened in 2019
Company started Mumbai Center (Maharashtra)
Acquired Gaudium Brand
2023 Acquired 100% shares of Gaudium International Private Limited
Acquired Gaudium Bawa Ludhiana Center**
Company started Bangalore Centre (Karnataka)
Company started Srinagar Centre (Jammu & Kashmir)
2024
Conversion of company from Private to Public
* Gaudium IVF and Gynae Solutions, a proprietary firm of Dr. Manika Khanna, was acquired by the company in accordance
with the main object clause as mentioned in the Memorandum of Association.
**Pursuant to Slump Sale Agreement dated February 02, 2023, executed among Gaudium IVF and Women Health Private
Limited (the Purchaser), Gaudium Bawa IVF (the Partnership Firm), Dr. Manika Khanna (Partner 1), Dr. Sayesha Bawa
(Partner 2), and Gaudium IVF and Women Health Private Limited (Partner 3), the company acquired the business of
Gaudium Bawa IVF.

Key awards, accreditations and recognition

Set forth below are some of the key awards, accreditations and recognition received by our Company:

Calendar Year Awards and accreditations

2023 Holistic Healthcare Brand Leader of the Year
2022 Highly Prestigious Quality Choice Award
2019 India Best Practices Award- IVF Chain Company of the Year
2018 Symbol of Brand Excellence Award

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 Calendar Year Awards and accreditations
2016 Asia's Greatest Brand

Significant financial or strategic partnerships

Our Company has entered into agreements with 28 spokes (strategic alliance with Spokes i.e Infertility Expert to
achieve the mutual goal of spreading awareness about ART and IVF treatment).

Time and cost overrun

As on the date of this Red Herring Prospectus, there has been no time or cost over-run in respect of our business
operations.

Capacity/facility creation, location of hospitals

For details regarding capacity/facility creation and location of the centers of our Company and our Subsidiary, see
“Our Business” on page 163 of this Red Herring Prospectus.

Default or rescheduling/restructuring of borrowings with financial institutions/banks

As on the date of this Red Herring Prospectus, there has been no instance of defaults or rescheduling/ restructuring of
borrowings with financial institutions/ banks in respect of our borrowings from lenders.

Changes in the Activities of our Company during the last five years

There have been no changes in the activities of our Company since its date of incorporation which may have had a
material adverse effect on the profits and loss account of our Company, including discontinuance of lines of business
and similar factors.

Material Acquisitions of Businesses or Divestment of Business / Undertakings, Mergers, Amalgamation or

Revaluation of Assets, If any in Last 10 Years

Except for as disclosed below, we have not made any other material acquisitions or divestments of any business or
undertaking, and have not undertaken any other merger, amalgamation or any revaluation of assets in the preceding
10 years:

Acquisition of Gaudium Bawa IVF

Pursuant to Slump Sale Agreement dated February 02, 2023, executed among Gaudium IVF and Women Health
Private Limited (the Purchaser), Gaudium Bawa IVF (the Partnership Firm), Dr. Manika Khanna (Partner 1), Dr.
Sayesha Bawa (Partner 2), and Gaudium IVF and Women Health Private Limited (Partner 3), the company acquired
the business of Gaudium Bawa IVF based on the valuation report issued by Fedex Securities Private Limited on the
same date. The primary focus of the partnership firm was to promote and provide IVF treatments and techniques,
along with women's healthcare services and related businesses.

Acquisition/takeover of Gaudium IVF and Gynae solutions

Gaudium IVF and Gynae Solutions, a proprietary firm of Dr. Manika Khanna, was acquired by the company in
accordance with the main object clause as mentioned in the Memorandum of Association, pursuant to a preferential
allotment dated March 29, 2021. This acquisition was executed through the issuance of 9,40,232 equity shares. The
valuation report was issued by Inderpreet singh (Registered valuer – securities or financial asset) dated November 12,
2024

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Gaudium International Private Limited

Share Purchase Agreement dated February 02, 2023, executed among Gaudium IVF and Women Health Private
Limited, Dr. Manika Khanna, Dr. Peeyush Khanna and Gaudium International Private Limited.

Launch of key products or services, entry into new geographies or exit from existing markets

For details of launch of key products or services by our Company, entry into new geographies or exit from existing
markets, see “Our Business” and “Object of the Offer” on pages 163 and 98 respectively.

Our Holding Company

We do not have a holding company as on the date of this Red Herring Prospectus.

Our Subsidiary Company

As on the date of this Red Herring Prospectus, our Company has one Wholly Owned Subsidiary Company (“WOS”).
Set out below are the details of our WOS, as on the date of this Red Herring Prospectus:

Gaudium International Private Limited

Corporate Information

Gaudium International Private Limited was incorporated as a private limited company under the Companies Act, 2013
pursuant to a certificate of registration issued by the Central Registration Centre, Registrar of Companies on July 24,
2019. Its CIN is U36994DL2019PTC352952. Its registered office is situated at A-41, Ground Floor, Chander Nagar
Janak Puri, West Delhi, New Delhi -110058.

Nature of business

Gaudium International Private Limited is a wholly owned subsidiary of our Company, specializing in the pharmacy
sector. The main object clause of the company is to manufacture, sale, purchase, deal in various pharmaceuticals
products, bulk drugs, medicines, chemicals, raw materials, intermediates for various pharmaceuticals products and to
engage in business of healthcares, lifesciences, research and development, contract manufacturing in India and/or
abroad. A significant portion of their products is supplied to our company.

Capital Structure

As on the date of this Red Herring Prospectus, the authorized share capital of Gaudium International Private Limited
is ₹ 5,00,000 divided into 50,000 equity shares of ₹ 10 each, and the issued, subscribed, and paid-up share capital of
Gaudium International Private Limited is ₹ 5,00,000 divided into 50,000 equity shares of ₹ 10 each.

Shareholding pattern

As on the date of this Red Herring Prospectus, our Company holds 50,000 equity shares of Gaudium International
Private Limited aggregating to 100% of its total paid up share capital.

Amount of accumulated profits or losses

There are no accumulated profits or losses of Gaudium International Private Limited that have not been accounted for
by our Company.

Our joint ventures and associate companies

As of the date of this Red Herring Prospectus, our Company does not have a joint ventures or an associate companies.

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Agreements with Key Managerial Personnel or Senior Management, Directors, Promoters or any other
employee

There are no agreements entered into by any Key Managerial Personnel or Senior Management, Directors or Promoters
or any other employee of our Company, either by themselves or on behalf of any other person, with any Shareholders
or any other third parties with regard to compensation or profit sharing in connection with dealings in the securities
of our Company.

Guarantees given by Promoter

As on the date of this Red Herring Prospectus, no guarantee has been issued by Promoters.

Shareholders’ agreement and other agreements

Our Company has not entered into any shareholders’ agreements and other agreements, other than the agreements
entered into by it in ordinary course of its business as on the date of this Red Herring Prospectus. There are no inter-
se agreements/ arrangements between the shareholders of our Company. Further, there are no inter-se agreements/
arrangements and clauses/ covenants which are material and which need to be disclosed and that there are no other
clauses/ covenants which are adverse/ pre-judicial to the interest of the minority/ public shareholders. Further, there
are no agreements, deed of assignments, acquisition agreements, shareholder’s agreements, inter-se agreements, and
agreements of like nature.

Special Rights

That no special rights available to the Promoters / Shareholders in the AoA, at the time of filing of the offer
document/RHP.

Other Confirmations

Articles of Association (AoA) does not give any special rights of any kind to any person.

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 OUR MANAGEMENT

In terms of the Companies Act and our Article of Association of our Company is required to have not less than three
Directors and not more than fifteen Directors.

As of the date of this Red Herring Prospectus, we have 06 (Six) Directors on our Board comprising 1 (One) Managing
Director, 1 (One) Whole Time Director, 1 (One) Non-Executive Director, and 3 (Three) Independent Directors. For
details on the strength of our Board, as permitted and required under the AoA, see “Description of Equity Shares and
Terms of Articles of Association” on page 404 of this Red Herring Prospectus.

The following table sets forth details regarding our Board as of the date of this Red Herring Prospectus:

Age
Sr. Name, Designation, period, term of Directorship, (in
years) Directorships in other companies
No. term, address, Occupation, Date of Birth and DIN

1. Name: Dr. Manika Khanna 52 A. Private companies

Designation: Chairperson & Managing Director
Address: House No-39, Block B-2, Janakpuri B-1 S.O,  Gaudium International Private Limited
West Delhi, Delhi-110058.  EKK Global Private Limited
Occupation: Professional (Doctor)  EKK Hospitality Private Limited
Date of Birth: February 14, 1972
Current Term: Three years from September 20, 2024 B. Foreign companies
till September 19, 2027
Period of Directorship: Director since incorporation NIL
DIN: 07090907
2. Name: Dr. Peeyush Khanna 53 A. Private Companies
Designation: Whole Time Director
Address: House No-39, Block B-2, Janakpuri B-1 S.O,  Gaudium International Private Limited
West Delhi, Delhi – 110058.  EKK Global Private Limited
Occupation: Professional (Doctor)
Date of Birth: August 23, 1971 B. Foreign companies
Current Term: Five years from December 11, 2024
till December 10, 2029 (Liable to retire by rotation) NIL
Period of Directorship: Director since incorporation
DIN: 07091422
3. Name: Vishad Khanna 23 A. Private companies
Designation: Non-Executive Director
Address: House No-39, Block B-2, Janakpuri B-1 S.O,  EKK Global Private Limited
West Delhi, Delhi – 110058.  EKK Hospitality Private Limited
Occupation: Business  Gaudium International Private Limited
Date of Birth: November 08, 2001
Period of Directorship: Since August 28, 2024 B. Foreign companies
DIN: 10729610
NIL
4. Name: Brajesh Singh Bhadauria 45 A. Indian Companies
Designation: Independent Director
Address: Kailor, Jalaun, Madhogarh – 285126, Uttar NIL
Pradesh.
Occupation: Professional B. Foreign companies
Date of Birth: July 01, 1979
Current Term: Five years from September 18, 2024 NIL
till September 17, 2029
Period of Directorship: Since September 18, 2024
DIN: 07600072

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 5. Name: Suresh Marpu 35 A. Indian Companies
Designation: Independent Director
Address: D No 31-38-256, Rajeev Nagar, Near Gloria  Chhattisgarh Steel and Power Limited
school, Rasalamma Colony, Kurmannapalem, (Unlisted Company)
Vadlapudi, Vishakhapatnam, Andhra Pradesh –  Dolphin Finance and Investment
530046. Company Limited (Listed Company)
Occupation: Professional  Srinivasa Ferro Alloys Limited (Listed
Date of Birth: August 21, 1989 Company)
Current Term: Five years from November 30, 2024  Ratnadhar Infra Limited (Unlisted
till November 29, 2029 Company)
Period of Directorship: Since November 30, 2024
DIN: 09242135
B. Foreign companies

NIL
6. Name: Rajesh Chunilal Bhojani 65 A. Indian Companies
Designation: Independent Director
Address: 2030 Boulevard 1, The Address L B Marg,  NMIMS Business School Alumni
Opp. R City Mall, Ghatkopar (West), Mumbai- 400086. Association (Non-Profit
Occupation: Professional Organisation)
Date of Birth: December 25, 1959  Motilal Oswal Asset Management
Current Term: Five years from January 18, 2025 till Company Limited (Unlisted
January 17, 2030 Company)
Period of Directorship: Since January 18, 2025
DIN: 01804482 B. Foreign companies

NIL

Brief Biographies of our Directors

Dr. Manika Khanna is the Promoter, Chairperson & Managing Director of the Company, holding a Bachelor’s degree
in Medicine and Surgery (MBBS) (Gold Medalist) from Maharaja Sayajirao University of Baroda and Obestrics and
Gynaecology MD from Medical College Baroda Maharaja Sayajirao University. She has completed training in
Advanced Gynecological Endoscopic Surgery in Kiel, Germany and Training programme in Advanced Gynaec
Endoscopy from Melbourne IVF Gujarat Private Limited. She has over 16 years of expertise in IVF treatment, has
established Seven IVF centers and 28 spokes across India. She has received several awards including the Delhi Ratna
Award in 2008 and the Women Excellence Award in 2016 from Delhi Medical Association for her contributions to
infertility treatment. She manages the Gaudium IVF’s operations with her strong team and she guides the Company
to the Vision statement “To create a better world where women achieve the best possible health, equality and
empowerment”.

Dr. Peeyush Khanna is the Promoter and Whole Time Director of the Company, holding a Bachelor’s degree in
Medicine and Surgery (MBBS) from Manipal Academy of Higher Education. He completed a diploma in Child Health
from Delhi University in 1999 and has been associated with our company since its incorporation. He has more than
10 years of experience in pediatrics and child health. Throughout his career, he has received several awards, including
the Secretary Appreciation Award from the Delhi Medical Association in 2016. He also received the Organizer award
at the Pediatric Conference of North India in 2015 and the Co-Organizing Secretary award in 2017. In 2021, he was
awarded ‘Recognize the Genius’ at the East City Annual Meet by the Association of Pediatricians. He also received a
Certificate of appreciation from the Indian Academy of Pediatrics, Delhi. He currently looks after the Pediatric
Division and assists in managing the Company operations PAN India.

Vishad Khanna is the Promoter and Non-Executive Director of the Company, holding a Bachelor’s degree in
Computer Science from the University of Southern California. His background includes roles such as Intern at Tata
Consultancy Services, Retail and Operations Intern at CrepDog, and IT Intern at Intas Pharmaceuticals. Additionally,

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he is the founder of “Aushidhi,” a non-profit initiative that provides free health check-ups and medications. He has an
experience of more than one year in the FMCG business.

Brajesh Singh Bhadauria is an Independent Director on our Board, holding a Bachelor’s in Economics, an MBA,
and a Post Graduate Certificate in Business Management. He has been recognized as India’s Greatest Leader in 2018
by Asia One. He has also received an Award from the Indo-American Chambers of Commerce. With over 15 years
of experience in leadership roles at companies like ATC Telecom Infrastructure Private Limited (formerly known as
ATC India Tower Corporation Private Limited) and Tata Communications Limited, he is certified Green Belt in Six
Sigma in Process Audit.

Suresh Marpu is an Independent Director on our Board. In the year 2016, he became the member of the Institute of
Company Secretaries of India. He has also obtained the degree of Cost Accountant, from the Institute of Cost
Accountants of India, in the year 2018. He has over 10 years of experience in the field of accounting, Financial
Planning, Secretarial and Indirect Taxation. He has held directorships on the boards of various companies.

Rajesh Chunilal Bhojani is an Independent Director of our Company. With more than 20 years of experience in the
Financial Services sectors, he holds a Bachelor of Commerce degree from the University of Bombay (1981) and a
Master of Management Studies (MMS) from NMIMS, University of Bombay (1984). He has held various leadership
roles, including Head Exams Business Department at British Council, CEO of the International College of Financial
Planning, Senior Vice President - at Birla Sun Life Insurance Co. Ltd., and President of Sales at UTI Mutual Fund.

Relationship between our Directors

Name of the Director Relative Nature of Relationship

Dr. Manika Khanna Dr. Peeyush Khanna Husband
(Chairperson and Managing Director) Vishad Khanna Son
Dr. Peeyush Khanna Dr. Manika Khanna Wife
(Whole Time Director) Vishad Khanna Son
Vishad Khanna Dr. Manika Khanna Mother
(Non-Executive Director) Dr. Peeyush Khanna Father

Terms of Appointment and remuneration of our Directors

Dr. Manika Khanna (Chairperson and Managing Director)

Dr. Manika Khanna is the Chairperson and Managing Director of our Company and has been a Director on our Board
since Incorporation (i.e., March 24, 2015).

She has been appointed as the Managing Director of our Company with effect from September 20, 2024 till September
19, 2027, pursuant to the resolution passed by our Board on September 18, 2024 and by our member on September
20, 2024.

Particulars Amount and other perquisites

Basic Salary Nil
Perquisites ₹ 3,00,000/- per annum
Entitled to the following  Perquisites and allowances as per the Company’s policies, rules and schemes as available
Perquisites, Allowances, and applicable from time to time which shall be in the manner specified under the Companies
Bonus/Ex-gratia, Re- Act, 2013 and rules specified thereunder in any year.
imbursements and other
Benefits  All reimbursements including re-imbursement related to Business Promotion, Books/
periodical, Journals, fees, car, telephone, internet and entertainment expenses incurred in the
course of business of the Company.

 Provident fund, super annuation and other fund as per the rules of the Company. Such
contribution will not be included in the computation of ceiling on perquisites to the extent
these, whether singly or put together, are not taxable under the Income Tax Act, 1961.

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 Particulars Amount and other perquisites
 On full pay and allowance as per the Rules of the Company. Encashment of leave at the end
of the tenure, in accordance with the rules of the Company, if any, would not be included in
the Computation of the ceiling on the Perquisites.

 Gratuity, as per the rules of the Company, subject to the limits prescribed by the Central
Government, which would not be included in the Computation of the ceiling on the
Perquisites.

Dr. Peeyush Khanna (Whole Time Director)

Dr. Peeyush Khanna is the Whole Time Director of our Company and has been a Director on our Board since
Incorporation (i.e., March 24, 2015).

He has been appointed as the Whole Time Director of our Company with effect from December 11, 2024 till December
10, 2029, pursuant to the resolution passed by our Board on December 11, 2024 and by our member on December 11,
2024.

Particulars Amount and other perquisites

Basic Salary ₹ 12,00,000/- per annum
Allowances ₹ 12,00,000/- per annum
Entitled to the following  Perquisites and allowances as per the Company’s policies, rules and schemes as available and
Perquisites, Allowances, applicable from time to time which shall be in the manner specified under the Companies Act,
Bonus/Ex-gratia, Re- 2013 and rules specified thereunder in any year.
imbursements and other
Benefits  Eligible all reimbursements including, reimbursements for business promotion,
books/periodical, journals, fees, car, telephone, internet and entertainment expenses incurred in
the course of business of the Company.

 Contribution to provident, superannuation and other funds as per the rules of the Company.
Such contribution will not be included in the computation of the ceiling on perquisites to the
extent these, whether singly or put together, are not taxable under the Income Tax Act, 1961.

 On full pay and allowances as per the Rules of the Company. Encashment of leave at the end
of the tenure, in accordance with the Rules of the Company, if any, will not be included in the
computation of the ceiling on perquisites

 Gratuity as per the Rules of the Company, subject to the limit prescribed by Central
Government, which will not be included in the computation of ceiling on perquisites.

 As per Section 197 of the Companies Act, 2013, Dr. Peeyush Khanna may receive additional
professional fees for services rendered to the Company in a professional capacity.

Sitting Fees to our Independent Director

A sitting fee will be paid for attending each meeting of the board as well as the committee meeting attended, as per
the provisions of Section 197 of the Act and the Articles of Association of the Company, as fixed by the board from
time to time. the sitting fees payable to the Independent Directors of the Company will be ₹ 0.30 lakhs (subject to
deduction of TDS and other applicable taxes) for each meeting of the Board of Directors/Committee Meetings attended
by them.

Arrangement or understanding with major Shareholders, customers, suppliers or others

There are no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to which
any of our Directors were selected as Directors of our Company.

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Contingent and deferred compensation payable to Directors

No contingent or deferred compensation was accrued or payable to any of our Directors.

Remuneration paid or payable to our Directors from our Subsidiaries

None of our Directors have received or were entitled to receive any remuneration, sitting fees or commission from
any of our Subsidiaries.

Loans to Directors

No loans have been availed by our Directors from our Company.

Bonus or profit-sharing plan for our Directors

None of our Directors are a party to any bonus or profit-sharing plan of our Company. However, our Managing
Director and Whole Time Director are entitled to certain variable pay based on the performance of such Directors in
the Company.

Shareholding of our Directors in our Company

Our Articles of Association do not require our Directors to hold any qualification shares.

The shareholding of our Directors as on the date of this Red Herring Prospectus is as follows:

Sr. No. Name of the Director Number of Equity Shares % of Pre-Issue Equity Share
1. Dr. Manika Khanna 6,09,73,900 99.32
2. Dr. Peeyush Khanna 2,21,092 0.36
3. Vishad Khanna 1,86,000 0.30

Service contracts with Directors

There are no service contracts entered into with any Directors, which provide for benefits upon termination of
Employment.

Interest of Directors

All of our Directors may be deemed to be interested to the extent of fees payable, if any to them for attending meetings
of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses
payable, if any to them under our Articles of Association, and/or to the extent of remuneration paid to them for services
rendered as an officer or employee of our Company. Some of our Directors may be deemed to be interested to the
extent of interest paid on any loan or advances provided to our company, any Body corporate including companies
and firms and trusts, in which they are interested as directors, members, partners or trustees.

Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be subscribed
by and allotted to the companies, firms, and trusts, if any, in which they are interested as directors, members, Promoter,
and /or trustees pursuant to this Issue. All of our Directors may also be deemed to be to them interested to the extent
of any dividend payable and other distributions in respect of the said Equity Shares, if any.

Except as stated in this chapter “Our Management” described herein to the extent of shareholding in our Company, if
any, our Directors do not have any other interest in our business.

Our Directors are not interested in the appointment of or acting as Book Running Lead Manager, Registrar and Bankers
to the Offer or any such intermediaries registered with SEBI.

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No sum has been paid or agreed to be paid to our directors or to firms or companies in which they may be members,
in cash or shares or otherwise by any person either to induce them to become, or to qualify them as, a director, or
otherwise for services rendered by them by such firm or company, in connection with the promotion or formation of
our Company.

Our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of
building or supply of machinery.

Except promoters of our Company, none of the other Directors are interested in the promotion of our Company.

No loans have been availed by our Directors from our Company. For further details, please see “Related Party
Transactions” on chapter titled “Restated Financial Information on page 225.

Other Confirmations

None of the Directors is, or for the five years prior to the date of this Red Herring Prospectus, has been on the board
of directors of any listed company whose shares have been/were suspended from being traded on any of the stock
exchanges, during his/her tenure.

None of the Directors has been or is a director on the board of directors of any listed company which has been /was
delisted from any stock exchange, during his/her tenure.

Property Interest

Except as stated/referred to in the heading titled “Land & Properties” mentioned in the chapter “Our Business”
beginning on page 163 our Directors have not entered into any contract, agreement or arrangements during the
preceding two years from the date of this Red Herring Prospectus in which the Directors are interested directly or
indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements or are
proposed to be made to them.

Changes in our Board of Directors during the Last Three Years

The Changes in the Board of Directors of our Company in the three years preceding the date of this Red Herring
Prospectus are as follows:
Nature of
Name Date of event Reason
event
Deepak Gautam August 28, 2022 Resignation u/s 168 due to personal and unavoidable
Resignation
Manoj Kumar Sondhi November 30, 2022 circumstances
Vishad Khanna August 28, 2024 Appointed as an Additional Non-Executive Director
Brajesh Singh Bhadauria Appointment
September 18, 2024 Appointed as an Additional Independent Director
Sanjay Kumar Mishra
Change in
Dr. Manika Khanna Appointed as Managing Director
Designation
Vishad Khanna September 20, 2024 Regularized as Non-Executive Director
Change in
Brajesh Singh Bhadauria
Designation Regularized as Independent Director
Sanjay Kumar Mishra
Dr. Alok Bhandari October 23, 2024 Appointment Appointed as an Additional Independent Director
Dr. Manika Khanna November 04, 2024 Appointment Appointed as a Chairperson
Change in
Dr. Alok Bhandari November 05, 2024 Appointment as an Independent Director
Designation
November 30, 2024 Appointment Appointed as an Additional Independent Director
Suresh Mapru Change in
December 02, 2024 Appointed as an Independent Director
Designation
Change in
Dr. Peeyush Khanna December 11, 2024 Appointed as Whole Time Director
Designation
Resignation u/s 168 due to personal and unavoidable
Sanjay Kumar Mishra December 12, 2024 Resignation
circumstances

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 Nature of
Name Date of event Reason
event
Resignation u/s 168 due to personal and unavoidable
Dr. Alok Bhandari January 17, 2025 Resignation
circumstances
January 18, 2025 Appointment Appointed as an Additional Independent Director
Rajesh Chunilal Bhojani Change in
March 17,2025 Appointed as Independent Director
Designation

Borrowing Powers of Board

Pursuant to special resolution passed at Extra-Ordinary General Meeting of our Company held on November 05, 2024
consent of the members of our Company was accorded to the Board of Directors of our Company pursuant to Section
180 (1)(c) of the Companies Act, 2013 for borrowing, from time to time, any sum or sums of money on such security
and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together
with the money already borrowed by our Company (apart from temporary loans obtained from our Company’s bankers
in the ordinary course of business) may exceed in the aggregate, the paid-up capital of our Company, its free reserves
and securities premium, provided however, the total amount so borrowed in excess of the aggregate of the paid-up
capital of our Company and its free reserves shall not at any time exceed ₹ 200.00 crore.

Corporate Governance

The corporate governance provisions of the Listing Regulations will be applicable to us immediately upon the listing
of the Equity Shares on the Stock Exchanges, BSE and NSE. We are in compliance with the requirements of the
applicable regulations, including the Listing Regulations, the Companies Act and the SEBI ICDR Regulations, in
respect of corporate governance including constitution of the Board and committees thereof, as applicable, and
formulation of policies. The corporate governance framework is based on an effective independent Board, separation
of the Board’s supervisory role from the executive management team and constitution of the Board committees, as
required under law.
Our Board has been constituted in compliance with the Companies Act and the Listing Regulations and the guidelines
issued thereunder from time to time. The Board of Directors functions either as a full board or through various
committees constituted to oversee specific operational areas. The executive management provides the Board of
Directors detailed reports on its performance periodically.
Committees of the Board

In terms of the Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the
following Board-level committees:

a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholders’ Relationship Committee;
d) Corporate Social Responsibility Committee;
e) Risk Management Committee;
f) Initial Public Offering (IPO) Committee.

a) Audit Committee

Our Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act,
2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, vide
resolution passed in the meeting of the Board of Directors held on November 04, 2024. The Terms of Reference
for the Audit Committee were amended in the Board meeting held on November 30, 2024. The Composition of
committee was reconstituted in the Board meeting held on January 18, 2025.

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Composition of Audit Committee:

Name of the Director Status Nature of Directorship

Brajesh Singh Bhadauria Chairperson Independent Director
Suresh Marpu Member Independent Director
Rajesh Chunilal Bhojani Member Independent Director
Dr. Manika Khanna Member Chairperson & Managing Director

The Company Secretary of the Company acts as the Secretary to the Audit committee.

The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act and
Regulation 18 of the SEBI Listing Regulations and its terms of reference are as disclosed below:

a) Overseeing the Company’s financial reporting process and disclosure of its financial information to ensure
that the financial statements are correct, sufficient and credible;
b) Recommending to the Board, the appointment, re-appointment, removal and replacement, remuneration and
the terms of appointment of the auditors of the Company, including fixing the audit fees;
c) Reviewing and monitoring the statutory auditors’ independence and performance and the effectiveness of
audit process;
d) Approving payments to the statutory auditors for any other services rendered by statutory auditors;
e) Reviewing with the management, the annual financial statements and the auditors’ report thereon before
submission to the Board for approval, with particular reference to:
i. matters required to be stated in the Directors’ responsibility statement to be included in the Board’s
report in terms of Section 134(3)(c) of the Companies Act;
ii. changes, if any, in accounting policies and practices and reasons for the same;
iii. major accounting entries involving estimates based on the exercise of judgment by management;
iv. significant adjustments made in the financial statements arising out of audit findings;
v. compliance with listing and other legal requirements relating to financial statements;
vi. disclosure of any related party transactions; and
vii. qualifications and modified opinions in the draft audit report.
f) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;
g) Scrutinizing inter-corporate loans and investments;
h) Undertaking or supervising valuation of undertakings or assets of the Company, wherever it is necessary;
i) Evaluation of internal financial controls and risk management systems;
j) Monitoring the end use of funds raised through public offers and related matters;
k) Formulating a policy on related party transactions, which shall include materiality of related party
transactions;
l) Approving transactions of the Company with related parties, or any subsequent modification thereof and
omnibus approval for related party transactions proposed to be entered into by the Company subject to such
conditions as may be prescribed;
m) Reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company
pursuant to each of the omnibus approvals given;
n) Reviewing, along with the management, the statement of uses/application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations
to the Board to take up steps in this matter;
o) Establishing a vigil mechanism for directors and employees to report their genuine concerns or
grievances;

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p) Reviewing, with the management, the performance of statutory and internal auditors and adequacy of the
internal control systems;
q) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
r) Discussing with internal auditors any significant findings and follow up thereon;
s) Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board;
t) Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;
u) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
v) Approving the appointment of the chief financial officer, or any other person heading the finance function or
discharging that function, after assessing the qualifications, experience and background, etc. of the candidate;
w) Reviewing the functioning of the whistle blower mechanism;
x) Ensuring that an information system audit of the internal systems and process is conducted at least once in
two years to assess operational risks faced by the Company;
y) Formulating, reviewing and making recommendations to the Board to amend the Audit Committee
charter from time to time;
z) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including
existing loans / advances / investments existing as on the date of coming into force of this provision;
aa) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders.
bb) Investigating any activity within its terms of reference, seeking information from any employee,
obtaining outside legal or other professional advice and securing attendance of outsiders with relevant
expertise, if it considers necessary;
cc) Approving the key performance indicators for disclosure in the offer documents.
dd) Reviewing compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as may be amended from time to time at least once in a financial year and verify
that systems for internal control are adequate and are operating effectively;

The audit committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations.

2. Management letters / letters of internal control weaknesses issued by the statutory auditors.
3. Internal audit reports relating to internal control weaknesses.
4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the audit committee.
5. Statement of deviations:
a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1).
b) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

The Audit Committee shall have powers, including the following:

1) to investigate any activity within its terms of reference;

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 2) to seek information from any employee;
3) to obtain outside legal or other professional advice;
4) to secure attendance of outsiders with relevant expertise, if it considers necessary as may be prescribed under
the Companies Act, 2013 (together with the rules thereunder) and SEBI Listing Regulations; and
5) to have such powers as may be prescribed under the Companies Act and the SEBI Listing Regulations.

The Chairperson of the committee has to attend the Annual General Meetings of the Company to clarifications
on matters relating to the audit.

b) Nomination and Remuneration Committee;

Our Company has constituted a Nomination and Remuneration Committee. The constitution of the Nomination
and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 and Regulation
19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 was approved by a Meeting of
the Board of Directors held on November 04, 2024. The Terms of Reference for the Nomination and
Remuneration Committee were amended in the Board meeting held on November 30, 2024. The Composition of
committee was reconstituted in the Board meeting held on January 18, 2025.

Composition of Nomination and Remuneration Committee:

Name of the Director Status Nature of Directorship

Suresh Marpu Chairperson Independent Director
Brajesh Singh Bhadauria Member Independent Director
Rajesh Chunilal Bhojani Member Independent Director
Vishad Khanna Member Non-Executive Director

The Company Secretary of the Company acts as the Secretary to the Nomination and Remuneration Committee.

The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of
the Companies Act, Regulation 19 of the SEBI Listing Regulations, and its terms of reference are as disclosed
below:

a) Formulating the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy, relating to the remuneration of the directors, key managerial
personnel and other employees.

b) For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified
in such description. For the purpose of identifying suitable candidates, the Committee may
i. use the services of an external agencies, if required;
ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and
iii. consider the time commitments of the candidates

c) Formulation of criteria for evaluation of performance of independent directors and the Board.

d) Devising a policy on Board diversity.

e) Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the Board their appointment and removal and
carrying out evaluation of every director’s performance (including independent director).

f) Whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors.

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 g) Recommend to the Board, all remuneration, in whatever form, payable to senior management.

h) Succession planning for the key executives and overseeing;

i) Carrying out any other activities as may be delegated by the Board and functions required to be carried out
by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other
applicable law, as and when amended from time to time.

j) performing such functions as are required to be performed by the committee under the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as
amended;
k) framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable
laws in India or overseas, including:
i. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
as amended; or
ii. The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
relating to the Securities Market) Regulations, 2003, as amended;

c) Stakeholders’ Relationship Committee;

Our Company has constituted a Stakeholders Relationship Committee to redress the complaints of the
shareholders. The Stakeholders Relationship Committee was constituted as per the provisions of Section 178 (5)
of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on November 04, 2024.
The terms of reference of the Stakeholders’ Relationship Committee were amended in the Board meeting held on
November 30, 2024. The Composition of committee was reconstituted in the Board meeting held on January 18,
2025.

Composition of Stakeholders Relationship Committee:

Name of the Director Status Nature of Directorship

Vishad Khanna Chairperson Non-Executive Director
Suresh Marpu Member Independent Director
Dr. Manika Khanna Member Chairperson & Managing Director

The Company Secretary of the Company acts as the Secretary to the Stakeholders Relationship Committee.

The scope and functions of the Stakeholders’ Relationship Committee are in accordance with Section 178 of the
Companies Act and Regulation 20 of the SEBI Listing Regulations, and its terms of reference are as disclosed
below:

(a) Redressal of grievances of the shareholders, debenture holders and other security holders of our Company
including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly
reporting of such complaints;

(b) Reviewing measures taken for effective exercise of voting rights by the shareholders;

(c) Investigating complaints relating to allotment of shares, approving transfer or transmission of shares,
debentures or any other securities;

(d) Reviewing adherence to the service standards adopted by our Company in respect of various services being
rendered by the registrar and share transfer agent and recommending measures for overall improvement in
the quality of investor services;

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 (e) Reviewing the various measures and initiatives taken by our Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of our Company;

(f) Formulating procedures in line with the statutory guidelines to ensure speedy disposal of various requests
received from shareholders from time to time;

(g) Approving, registering, refusing to register transfer or transmission of shares and other securities;

(h) Giving effect to dematerialisation of shares and re-materialisation of shares, sub-dividing, consolidating
and/or replacing any share or other securities certificate(s) of our Company, compliance with all the
requirements related to shares, debentures and other securities from time to time;
(i) Issuing duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies)
certificate(s) of our Company; and

(j) Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing
Regulations and the Companies Act or other applicable law.

d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted as per the provisions of Section 135 of the
Companies Act, 2013, was approved by a Meeting of the Board of Directors held on November 04, 2024. Further,
the Composition of committee was reconstituted in the Board meeting held on January 18, 2025. The members
of the Corporate Social Responsibility Committee are:

Name of the Director Status Nature of Directorship

Dr. Manika Khanna Chairperson Chairperson & Managing Director
Suresh Marpu Member Independent Director
Vishad Khanna Member Non-Executive Director

The scope and functions of the Corporate Social Responsibility Committee of our Company are in accordance
with Section 135 of the Companies Act, 2013 and the applicable rules thereunder, and have been set out below:

1. formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall be placed
before the Board for its approval;

2. To formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy, which shall
include the following, namely:

a) the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified
in Schedule VII of the Act;
b) the manner of execution of such projects or programmes as specified in sub-rule (1) of rule 4;
c) the modalities of utilization of funds and implementation schedules for the projects or programmes;
d) monitoring and reporting mechanism for the projects or programmes; and
e) details of need and impact assessment, if any, for the projects undertaken by the company;

3. To review and recommend the amount of expenditure to be incurred on the activities referred herein-above;

4. To Monitor the Corporate Social Responsibility Policy of the company from time to time; and

5. Any other matter as the CSR Committee may deem appropriate after obtaining approval of the Board or as
may be directed by the Board from time to time.

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e) Risk Management committee

The Risk Management Committee was constituted as per the provisions of Regulation 21 of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 and the applicable provisions of the Companies Act,
2013, was approved by a Meeting of the Board of Directors held on November 30, 2024. Further, the Composition
of committee was reconstituted in the Board meeting held on January 18, 2025.

The members of the Risk Management Committee are:

Name of the Director Status Nature of Directorship

Dr. Manika Khanna Chairperson Chairperson & Managing Director
Suresh Marpu Member Independent Director
Vishad Khanna Member Non-Executive Director

The scope and functions of the Risk Management Committee are in accordance with provisions of Regulation 21
of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the applicable provisions of
the Companies Act, 2013, and its terms of reference are as disclosed below:

a) to formulate a detailed risk management policy which shall include:

i. a framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, ESG related risks),
information, cyber security risks or any other risk as may be determined by the Risk Management
Committee;
ii. measures for risk mitigation including systems and processes for internal control of identified risks;
and
iii. Business continuity plan.

b) to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;

c) to monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;

d) to periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity;

e) to keep the Board informed about the nature and content of its discussions, recommendations and actions to
be taken;

f) the appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to
review by the Risk Management Committee;

g) any other similar or other functions as may be laid down by Board from time to time and/or as may be
required under applicable law, as and when amended from time to time, including the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

f) Initial Public Offering (IPO) Committee

The Initial Public Offering (IPO) Committee was constituted as per the provisions of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and the applicable provisions of the Companies Act, 2013, was
approved by a Meeting of the Board of Directors held on December 13, 2024. The members of the Initial Public
Offering (IPO) Committee are:

Name of the Director Status Nature of Directorship

Dr. Manika Khanna Chairperson Chairperson & Managing Director

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 Name of the Director Status Nature of Directorship
Brajesh Singh Bhadauria Member Independent Director
Rakesh Kumar Sharma Member Chief Financial Officer
Naveen Kumar Member Company Secretary & Compliance Officer

The scope and functions of the Initial Public Offering (IPO) Committee are in accordance with provisions of
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the applicable provisions of the
Companies Act, 2013, and its terms of reference are as disclosed below:

1. to decide in consultation with the BRLM the actual size of the Offer, and taking on record the number of
equity shares proposed to be offered and/or reservation on a competitive basis, and/or green shoe option
and/or any rounding off in the event of any oversubscription and/or any discount to be offered to retail
individual bidders or eligible employees participating in the Offer and all the terms and conditions of the
Offer, including without limitation timing, opening and closing dates of the Offer, price band, matter
relating to pre-IPO placement, allocation/ allotment to eligible persons pursuant to the Offer, including any
anchor investors, and to accept any amendments, modifications, variations or alterations thereto;

2. To amend the terms of participation by the selling shareholders in the offer for sale.

3. To approve amendments to the Memorandum of Association and the Articles of Association of the Company,
as necessary.

4. To finalize, settle, approve, adopt and arrange for submission of the draft red herring prospectus, the red
herring prospectus, the Prospectus, any amendments, supplements, notices, clarifications, reply to
observations, addenda or corrigenda thereto, to appropriate government and regulatory authorities, respective
stock exchanges where the Equity Shares are proposed to be listed, the Registrar of Companies, Delhi and
Haryana, institutions or bodies

5. To take all actions necessary in connection with the offer for sale, including obtaining the approval of the
selling shareholder(s) for offering their Equity Shares in the Offer and transfer of Equity Shares in the offer
for sale, including determining the number and quantum of shares to be offered, and allowing for any revision
in the offer for sale portion in accordance with applicable laws.

6. To determine and finalize, in consultation with the BRLM, the price band for the Offer and minimum bid lot
for the purpose of bidding, any revision to the price band and the final Offer price after bid closure, and to
finalize the basis of allocation and to allot the Equity Shares to the successful allottees (including anchor
investors) and credit Equity Shares to the demat accounts of the successful allottees in accordance with
applicable laws and undertake other matters in connection with or incidental to the Offer, including
determining the anchor investor portion, in accordance with the SEBI ICDR Regulations

7. To make any applications, seek clarifications, obtain approvals and seek exemptions, if necessary, from the
Stock Exchange, the Securities and Exchange Board of India, the Reserve Bank of India, Registrar of
Companies and such other statutory and governmental authorities in connection with the Offer, as
required by applicable law, and to accept, on behalf of the Board, such conditions and modifications as may
be prescribed or imposed by any of them while granting such approvals, exemptions, permissions and
sanctions as may be required, and wherever necessary, incorporate such modifications / amendments as may
be required in the DRHP, RHP and the Prospectus.

8. To decide the total number of Equity Shares to be reserved for allocation to eligible categories of investors.

9. To negotiate, finalize, and settle all agreements, including the offer agreement, underwriting agreement,
syndicate agreement, escrow agreements, legal agreements, ad agency agreement, and any other agreements
related to the IPO.

10. To negotiate, finalize, sign, execute and deliver or arrange the delivery of the offer agreement, syndicate
agreement, share escrow, cash escrow and sponsor bank agreement, underwriting agreement, agreements

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 with the registrar to the Offer, monitoring agency and the advertising agency(ies) and all other
agreements, documents, deeds, memorandum of understanding and other instruments whatsoever with the
registrar to the Offer, monitoring agency, legal advisors, auditors, Stock Exchanges, BRLM and other
agencies/ intermediaries in connection with Offer with the power to authorize one or more officers of the
Company to execute all or any of the aforesaid documents
11. To authorize the maintenance of a register of holders of the Equity Shares.
12. To open separate share escrow account to hold Offer Shares from Selling Shareholders and escrow accounts
as the escrow account to receive application monies from anchor investors/ underwriters in respect of the bid
amounts and a bank account as the refund account for handling refunds in relation to the Offer and in respect
of which are fund, if any will be made
13. To authorize the incurring of expenditure and payment of fees, commissions, brokerage, remuneration, and
reimbursement of expenses in connection with the Offer.
14. to open account with the bankers to the Offer to receive application monies in relation to the Offer in terms
of Section 40(3) of the Companies Act, 2013, as amended
15. To implement corporate governance requirements as necessary under applicable laws, including the SEBI
Listing Regulations, and approve codes of conduct for Board members, officers, and employees.
16. To make in-principle and final applications for listing and trading of the Equity Shares on one or more stock
exchanges, to execute and to deliver or arrange the delivery of the equity listing agreement(s) or equivalent
documentation to the Stock Exchanges and to take all such other actions as may be necessary in connection
with obtaining such listing.
17. To determine the price at which the Equity Shares are offered, issued, allocated, transferred and/or allotted
to investors in the Offer in accordance with applicable regulations in consultation with the BRLM and/or any
other advisors, and determine the discount, if any, proposed to be offered to eligible categories of investors;
18. To issue receipts/ allotment advice/ confirmation of allocation notes either in physical or electronic mode
representing the underlying Equity Shares in the capital of the Company with such features and attributes as
may be required and to provide for the tradability and free transferability thereof as per market
practices and regulations, including listing on one or more stock exchange(s), with power to authorize one or
more officers of the Company to sign all or any of the aforementioned documents.
19. To resolve any questions, difficulties, or doubts that may arise in relation to the Offer, including issues related
to allotment, terms of the IPO, and utilization of IPO proceeds.
20. to issue advertisements in such newspapers and other media as it may deem fit and proper, in consultation
with the relevant intermediaries appointed for the Offer in accordance with the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR
Regulations”), Companies Act, 2013, as amended and other applicable laws.
21. To withdraw the DRHP or RHP or to decide not to proceed with the Offer at any stage, in consultation with
the BRLM and in accordance with the SEBI ICDR Regulations and applicable laws.
22. To approve or amend necessary policies on insider trading, whistle-blowing, risk management, and other
compliance policies, and to approve the list of ‘group companies’ for disclosure in the DRHP, RHP, and
Prospectus.
23. To determine the price at which the Equity Shares are offered, issued, allocated, transferred and/or allotted
to investors in the Offer in accordance with applicable regulations in consultation with the BRLM and/or any
other advisors, and determine the discount, if any, proposed to be offered to eligible categories of investors.
24. To do all acts and deeds, and execute all documents, agreements, forms, certificates, undertakings, letters and
instruments as may be necessary for the purpose of or in connection with the Offer.

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 25. To submit undertaking/certificates or provide clarifications to the SEBI, Registrar of Companies and the
relevant stock exchange(s) where the Equity Shares are to be listed; and
26. to authorize and empower officers of the Company (each, an “Authorized Officer(s)”), for and on behalf of
the Company, to execute and deliver, on a several basis, any agreements and arrangements as well as
amendments or supplements thereto that the Authorized Officer(s) consider necessary, appropriate or
advisable, in connection with the Offer, including, without limitation, engagement letter(s), memoranda of
understanding, the listing agreement(s) with the stock exchange(s), the registrar’s agreement and
memorandum of understanding, the depositories’ agreements, the offer agreement with the BRLM (and other
entities as appropriate), the underwriting agreement, the syndicate agreement with the BRLM and syndicate
members, the stabilization agreement, the cash escrow and sponsor bank agreement, confirmation of
allocation notes, allotment advice, placement agents, registrar to the Offer, bankers to the Company,
managers, underwriters, escrow agents, accountants, auditors, legal counsel, depositories, advertising
agency(ies),syndicate members, brokers, escrow collection bankers, auditors, grading 250agency,
monitoring agency and all such persons or agencies as may be involved in or concerned with the Offer, if
any, and to make payments to or remunerate by way of fees, commission, brokerage or the like or reimburse
expenses incurred in connection with the Offer by the BRLM and to do or cause to be done any and all such
acts or things that the Authorized Officer(s) may deem necessary, appropriate or desirable in order to
carry out the purpose and intent of the foregoing resolutions for the Offer; and any such agreements or
documents so executed and delivered and acts and things done by any such Authorized Officer(s)
shall be conclusive evidence of the authority of the Authorized Officer and the Company in so doing.
Policy on Disclosures and Internal Procedure for Prevention of Insider Trading
The Company has adopted policy “Code of conduct to regulate, monitor and Report trading by designated persons
and their Immediate relatives” as per the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015,
which was approved by a Meeting of the Board of Directors held on November 04, 2024.
Naveen Kumar, Company Secretary and Compliance Officer, is responsible for monitoring and adhering to the rules
for the prevention of dissemination of price sensitive information and the implementation of the code of conduct under
the overall supervision of the Board.
Organizational Structure

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Brief Biographies of our Key Managerial Personnel

In addition to our Managing Director Dr. Manika Khanna whose details are provided under “Brief biographies of the
Directors” in chapter “Our Management” on page 199 of this Red Herring Prospectus, the details of our other Key
Managerial Personnel as on the date of this Red Herring Prospectus are set forth below. Except for certain statutory
benefits, there are no other benefits accruing to the Key Managerial Personnel.

Rakesh Kumar Sharma (Chief Financial Officer)

Rakesh Kumar Sharma is the Chief Financial Officer of the Company. He holds a Bachelor’s Degree in Commerce
from Andhra University in 2008 and is a member of the Institute of Chartered Accountants of India (ICAI). He gained
audit experience at BSR & Co (KPMG), focusing on global IFRS, and he was partner at Ryan & Associates since
2016, specializing in accounting and consulting. During Fiscal 2025, he received salary of ₹ 7.50 lakhs.

Naveen Kumar (Company Secretary & Compliance Officer)

Naveen Kumar is the Company Secretary and Compliance Officer of our Company. He holds both Bachelor’s and
Master’s degrees in Commerce and is an Associate Member of the Institute of Company Secretaries of India (ICSI).
Prior to joining our Company, he worked at Infopower Technologies Private Limited and Pacific Texmark Private
Limited, gaining over 3 years of experience in legal and secretarial compliance under various corporate laws and SEBI
regulations. He has been associated with our Company as Company Secretary since September 18, 2024 and appointed
as Compliance Officer on November 04, 2024. During Fiscal 2025, he received salary of ₹ 4.56 lakhs.

Brief Biographies of our Senior Management Personnel

In addition to Naveen Kumar, the Company Secretary and Compliance Officer of our Company and Rakesh Kumar
Sharma the Chief Financial Officer of the Company, whose details are provided in above under “Brief Biographies of
our Key Managerial Personnel” the details of other Departmental head is mentioned below;

The details of other Functional Head/Departmental Head of our Company, as on the date of this Red Herring
Prospectus are set forth below:

Dr. Abhishek Motwani is the Chief Administrative Officer (“CAO”) of the Company. He holds a Bachelor's Degree
in Ayurvedic Medicine and Surgery from Chhatrapati Shahu Ji Maharaj University, Kanpur. With extensive
experience in diagnosing illnesses, he has hands-on expertise in managing both in-patient and out-patient care,
overseeing various wards, and closely monitoring patient progress. During Fiscal 2025, he received salary of ₹ 20.49
lakhs per annum

Dr. Kalyani Dinkar Nimbarte is the Chief Operating Officer (“COO”) of the Company. She holds a degree of
Bachelor of Medicine and Bachelor of Surgery from Maharashtra University of Health Sciences, Nashik. Further, she
holds a Diploma in Child Health from Maharashtra University of Health Sciences, Nashik. During Fiscal 2025, she
received salary of ₹ 33.09 lakhs per annum

Vinny Sethi is the Chief Marketing Officer (“CMO”) of the Company. She holds a Diploma in Computer
Applications & Programming from Foresight Technical Education Centre, New Delhi and Post-Graduate Diploma in
Hospital & Health Care Management from Symbiosis Centre of Health Care, Pune. She has years of extensive
experience in the Healthcare industry. During Fiscal 2025, she received salary of ₹ 11.12 lakhs per annum

Status of Key Managerial Personnel and Senior Management

All our Key Managerial Personnel and Senior Management are permanent employees of our Company.

Relationships amongst our Key Managerial Personnel and Senior Management

None of our Key Managerial Personnel and/or Senior Management are related to each other.

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Relationship between Directors and with Key Managerial Personnel

Except as mentioned below in the given table, none of the Directors of our company are related to each other as per
section 2(77) of the Companies Act, 2013.

Sr. No. Name of the Director Designation Relationship

Wife of Dr. Peeyush Khanna and Mother of Vishad
1. Dr. Manika Khanna Chairperson & Managing Director
Khanna
2. Husband of Dr. Manika Khanna and Father of
Dr. Peeyush Khanna Whole Time Director
Vishad Khanna
3. Vishad Khanna Non-Executive Director Son of Dr. Manika Khanna & Dr. Peeyush Khanna

Shareholding of the Key Managerial Personnel and Senior Management

None of the Key Managerial Personnel and Senior Management holds any Equity shares of our Company except Dr.
Manika Khanna who holds 6,09,73,900 and Peeyush Khanna who holds 2,21,092 Equity shares of the Company as
on the date of this Red Herring Prospectus.

Bonus or Profit sharing plan of the Key Managerial Personnel and Senior Management

Our Company has not entered into any Bonus or Profit Sharing Plan with any of the Key Managerial Personnel and
Senior Management.

Loans to Key Managerial Personnel

There are no loans outstanding against the key managerial personnel other than the loan, if any as mentioned in the
chapter –“Restated Consolidated Financial Information” page no 225

Interest of Key Managerial Personnel and Senior Management

The Key managerial personnel and Senior Management of our Company do not have any interest in our Company
other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment
and reimbursement of expenses incurred by them during the ordinary course of business and to the extent of Equity
Shares held by them in our Company, if any.

Except as disclosed in this Red Herring Prospectus, none of our key managerial personnel and Senior Management
have been paid any consideration of any nature from our Company, other than their remuneration and reimbursement
of expenses.

Except as stated/referred to in the heading titled “Land & Properties” of “Our Business” beginning on page 163 of
this Red Herring Prospectus, our Key Managerial Personnel have no interest in any property acquired by our Company
within two years of the date of this Red Herring Prospectus.

Changes in Key Managerial Personnel and Senior Managerial during Last Three (3) Years

The changes in the key managerial personnel in the last three years are as follows:

Name of Managerial
Designation Nature Date of Event
Personnel
Naveen Kumar Company Secretary Appointment September 18, 2024
Dr. Manika Khanna Managing Director Appointment September 20, 2024
Rakesh Kumar Sharma Chief Financial Officer Appointment October 03, 2024
Naveen Kumar Compliance Officer Appointment November 04, 2024
Johnny Edwin Dhas Chief Growth Officer Resignation April 20, 2025

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Other than the above changes, there have been no changes to the key managerial personnel of our Company that are
not in the normal course of employment.

ESOP/ESPS Scheme to Employees

Presently, our company does not have any ESOP/ESPS Scheme for employees.

Payment or Benefit to our Officers

Except as disclosed in the heading titled “Related Party Disclosure” in the section titled “Financial Statements”
beginning on page 225 of this Red Herring Prospectus, no amount or benefit has been paid or given within the two
preceding years or is intended to be paid or given to any of our officers except the normal remuneration for services
rendered as officers or employees.

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Page 217 of 475

 OUR PROMOTER AND PROMOTER GROUP

Our Promoters

As on the date of this Red Herring Prospectus, our Promoters are Dr. Manika Khanna, Dr. Peeyush Khanna, and
Vishad Khanna. Our Promoters collectively hold an aggregate of 6,13,80,992 Equity Shares of face value of ₹ 5 each
equivalent to 99.98% of the issued, subscribed and paid-up pre-offered Equity Share capital of our Company. For
further details of shareholding of our Promoters and Promoter Group, see “Capital Structure” on page 88.

Details of our Promoters are as follows:

Dr. Manika Khanna, is the Promoter and the Managing Director of the
Company. For further details, i.e., her date of birth, residential address,
educational qualifications, professional experience, business and financial
activities, other directorships, see “Our Management – Board of Directors”
and “Our Management – Brief biographies of Directors” on page 199.

Her permanent account number is AKOPK8369C

Dr. Peeyush Khanna is the Promoter and the Whole Time Director of the
Company. For further details, i.e., his date of birth, residential address,
educational qualifications, professional experience, business and financial
activities, other directorships, see “Our Management – Board of Directors”
and “Our Management – Brief biographies of Directors” on page 199.

His permanent account number is AHPPK6576M.

Vishad Khanna is the Promoter and the Non-Executive Director of the

Company. For further details, i.e., his date of birth, residential address,
educational qualifications, professional experience, business and financial
activities, other directorships, see “Our Management – Board of Directors”
and “Our Management – Brief biographies of Directors” on page 199.

His permanent account number is JXJPK8311M

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Our Company confirms that the details of the PAN, Bank Account Number(s), Aadhar card number, driving license
number and passport number of our Promoters have been submitted to the Stock Exchange(s) at the time of filing the
Draft Red Herring Prospectus.

Interests of our Promoters

Interest in promotion of our Company

Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of
their shareholding in our Company, any dividends payable to them and any other distributions in respect to their
shareholding in our Company. For details pertaining to our Promoter’s shareholding, please see “Capital Structure”
on page 88 of this Red Herring Prospectus.

Interest other than in promotion of our Company

Our Promoters, Dr. Manika Khanna, Dr. Peeyush Khanna, and Vishad Khanna may also be considered interested to
the extent of commission, sitting fees payable and reimbursement of expenses payable to them by virtue of being a
Director of our Company.

For further information, please refer to chapter titled “Our Management” beginning on page 199 of this Red Herring
Prospectus.

Interest in property, land, construction of building and supply of machinery, etc.

Except as stated under “Related Party Transactions” in the chapter titled “Restated Consolidated Financial
Information” on page 225, our Promoters have no interest in any property acquired by our Company in the three years
preceding the date of this Red Herring Prospectus or proposed to be acquired by our Company.

Further, our Promoters have no interest in any transaction by our Company for acquisition of land, construction of
building or supply of machinery.

Interest in our Company arising out of being a member of a firm or company

No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are a
member, in cash or shares or otherwise by any person either to induce such person to become, or to qualify such person
as a director, or otherwise for services rendered by such Promoters or by such firm or company in connection with the
promotion or formation of our Company.

Other Interest and Disclosures

Except as stated under “Related Party Transactions” in the chapter titled “Restated Consolidation Financial
Statements” on page 225 of this Red Herring Prospectus, our Company has not entered into any contract, agreements
or arrangements or proposes to enter into any such contract in which our Promoters are directly or indirectly interested
and no payments have been made to him in respect of the contracts, agreements or arrangements which are proposed
to be made with him.

Our Promoters are not related to any sundry debtors of our Company except as disclosed, if any in Restated
Consolidated Financial Information.

Our Promoters do not have any interest in any venture that is involved in any activities similar to those conducted by
our Company.

Promoter Group of our Company

In addition to our Promoters, the individuals and entities that form part of the Promoter Group of our Company in
terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below:

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a) Natural Persons who are part of the Promoter Group

Immediate Relatives of our Promoters

Name of the Promoter Relationship/ reason for Name of the Promoter Group
classification as promoter group individual
Father Rajinder Kumar Anand
Mother Malini Anand
Spouse Peeyush Khanna
Brother(s) Gautam Anand
Sister(s) -
Dr. Manika Khanna Son (s) Vishad Khanna
Daughter (s) Shobhini Khanna
Spouse Father Roop Narayan
Spouse Brother -
Sucharita Malhotra
Spouse Sister
Ritambhara Dewan

Name of the Promoter Relationship/ reason for Name of the Promoter Group
classification as promoter group individual
Father Roop Narayan
Spouse Manika Khanna
Brother(s) -
Sucharita Malhotra
Sister(s)
Ritambhara Dewan
Dr. Peeyush Khanna Son(s) Vishad Khanna
Daughter(s) Shobhini Khanna
Spouse Father Rajinder Kumar Anand
Spouse Mother Malini Anand
Spouse Brother Gautam Anand
Spouse Sister -

Relationship/ reason for Name of the Promoter Group

Name of the Promoter
classification as promoter group individual
Father Dr. Peeyush Khanna
Mother Dr. Manika Khanna
Spouse -
Brother(s) -
Sister(s) Shobhini Khanna
Vishad Khanna Son(s) -
Daughter(s) -
Spouse Father -
Spouse Mother -
Spouse Brother -
Spouse Sister -

b) Entities forming a part of Promoter Group

As on the date of filing of this Red Herring Prospectus, the following entities form part of our Promoter Group :

Sr. No. Name of the Entity

1) EKK Hospitality Private Limited
2) EKK Global Private Limited*

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 Sr. No. Name of the Entity
3) Gaudium Foundation
4) Gaudium Signature Lab
5) Evexia Health
*The shares of EKK Global Private Limited which were held by Gaudium IVF and Women Health Limited were
transferred to Vishad Khanna and Dr. Manika Khanna, the promoters of the company on August 05 2025, thus w.e.f
the said date EKK Global Private Limited became part of the promoter group entity.

Other than as disclosed above, our Company has no other companies or entities that form part of our Promoter Group.

Pictorial representation

Shareholding of the Promoter Group in our Company

For details of shareholding of members of our promoter group as on the date of this Red Herring Prospectus please
see “Capital Structure” on page 88 of this Red Herring Prospectus.

Confirmations

The Company hereby confirms that:

 Our Promoters have not been declared as a Wilful Defaulters or Fraudulent Borrower

 Our Promoters and members of the Promoter Group have not been prohibited from accessing or operating in the
capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

 Our individual Promoter have not been declared as fugitive economic offender under section 12 of the Fugitive
Economic Offender Act, 2018.

 Our Promoters are not a promoter, director or person in control of any other company which is prohibited from
accessing or operating in the capital markets under any order or direction passed by SEBI or any other regulatory
or governmental authority.

Page 221 of 475

Related Party Transactions

For details of related party transactions entered into by our Promoters, Promoter Group and our Company during the
last three financial years and stub period, the nature of transactions and the cumulative value of transactions, please
refer to “Note 42– Related Party Disclosure” in the chapter titled “Restated Consolidated Financial Information” on
page 225 of this Red Herring Prospectus.

Payment or benefits to our Promoters and Promoter Group

Except as stated otherwise under “Note 42– Related Party Disclosure” in the chapter titled “Restated Consolidated
Financial Information” on page 225 of this Red Herring Prospectus about the related party transactions entered into
during the last three (3) financial years and stub period as per IND AS 24 and in “Interest of our Promoters” disclosed
in this Chapter, there has been no other payment or benefit to our Promoter or Promoter Group nor is there any
intention to pay or give any benefit to our Promoter or Promoter Group as on the date of this Red Herring Prospectus.

Experience of the Promoters in the business of the Company

Our Promoters has adequate experience in the business activities undertaken by our Company.

Disassociation by the Promoters from entities in last three (3) years

Our Promoters have not disassociated themselves from any company or firm in the three years immediately preceding
the date of this Red Herring Prospectus.

Change in the management and control of our Company

There has been no change in management and control of our Company during the last five years immediately
preceding the date of filing of this Red Herring Prospectus.

Material Guarantees

There are no material guarantees given to third parties by the Promoters with respect to Equity Shares of the Issuer.

Outstanding Litigation

For details of legal and regulatory proceedings involving our Promoters, please refer chapter titled “Outstanding
Litigation and Material Developments” beginning on page 319 of this Red Herring Prospectus.

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Page 222 of 475

 OUR GROUP COMPANIES

In accordance with the SEBI ICDR Regulations, the term ‘group companies’ includes (i) such companies (other than
subsidiary(ies) with which there were related party transactions during the period for which financial information is
disclosed in this Red Herring Prospectus, as covered under applicable accounting standards, and (ii) any other
company, as considered material by our Board.

Subsequently, for (i) above, our Company has considered companies with which there were related party transactions,
in the preceding financial year and stub period if any as per Restated consolidated financial statements and also other
companies as considered ‘material’ by the Board.

In addition, for the purposes of (ii) above, the Board pursuant to the materiality policy adopted by the Board pursuant
to its resolution dated November 04, 2024 and further amended by the Board in the meeting held on November 30,
2024 has determined that a company (other than the companies covered under the schedule of related party transactions
as per the Restated Consolidated Financial Information) shall be considered ‘material’ and will be disclosed as a
‘group company’ in the offer document and offer documents, if (i)Such company that forms part of the Promoter
Group of our Company in terms of Regulation 2(1)(pp) of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018; and Our Company has entered into one or more transactions with
such company in preceding fiscal or audit period as the case may be exceeding 10.00% of total revenue of the company
as per Restated Consolidated Financial Statements.

Accordingly, as based on the parameters outlined above, as on date of this Red Herring Prospectus, our Board has not
identified any group companies.

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Page 223 of 475

 DIVIDEND POLICY

The dividend distribution policy of our Company was approved and adopted by our Board on April 20, 2023 and
further amended on November 04, 2024 (“Dividend Distribution Policy”). In terms of the Dividend Policy, the
dividend, if any, will depend on a number of internal and external factors, including but not limited to, the profits
earned during the financial year and the profits earned for any previous financial year, profit available for distribution,
business expansion and growth, macro-economic environment, regulatory changes, taxation policy and other factors
considered by our Board. The Articles of Association also provides discretion to our Board to declare and pay interim
dividends.

Dividend would be declared on the face value of the Equity Shares and on per share basis of the Company. Parameters
for dividend payments in respect of any other class of shares will be as per the respective terms of issue and in
accordance with the applicable laws and will be determined, if and when the Company decides to issue other classes
of shares. Therefore, dividend declared will be distributed amongst all shareholders, based on their shareholding on
the record date.

Except as disclosed below, our Company has not declared and paid any dividends on the Equity Shares during period
ended September 30, 2025 and during fiscal 2025, Fiscal 2024 and Fiscal 2023.

Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Face value per share (in ₹ ) 5.00 5.00 10.00 10.00
No. of Shares 6,13,94,384 6,13,94,384 9,90,232 9,90,232
Dividend (in ₹ lakhs) - - - 635.00
Dividend per share (₹ ) - - - 64.13
Rate of dividend (%) - - - 641.26%
Dividend Tax (%) - - - 10%
As certified by S K G N & Associates LLP, Chartered Accountants by their certificate dated September 11, 2025.

The amounts paid as dividends in the past are not necessarily indicative of dividend amounts that will be paid, if any,
in the future. Investors are cautioned not to rely on past dividends as an indication of the future performance of our
Company or for an investment in the Equity Shares offered in the Offer. There is no guarantee that any dividends will
be declared or paid in the future.

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 SECTION V - FINANCIAL INFORMATION

RESTATED CONSOLIDATED FINANCIAL INFORMATION

Independent Auditor’s Examination Report on the

Restated Consolidated Financial Information

The Board of Directors,

Gaudium IVF and Women Health Limited
(formerly known as Gaudium IVF and Women Health Private Limited)
B1/51, Janak Puri,
Janakpuri B-1,
West Delhi, Delhi-110058

Dear Sir/Madam,

1. We, S K G N & Associates LLP, Chartered Accountants (“we” or “us”) have examined the attached Restated
Consolidated Financial Information of Gaudium IVF and Women Health Limited (formerly known as
Gaudium IVF and Women Health Private Limited) (the “Company”, “Holding Company” or the “Issuer”)
and its subsidiary i.e., Gaudium International Private Limited and EKK Global Private Limited (subsidiary
upto 5th August 2025) (the Company and its subsidiary are collectively referred to as the “Group”), comprising
of the Restated Consolidated Statement of Assets and Liabilities as at 30 th September 2025, 31st March 2025,
31st March 2024 and 31st March 2023, (enclosed as Annexure I); the Restated Consolidated Statement of Profit
and Loss (including Other Comprehensive Income) for the six months period ended 30th September 2025, for
the years ended 31st March 2025, 31st March 2024 and 31st March 2023, (enclosed as Annexure II); the Restated
Consolidated Statement of Cash Flows for the six months period ended 30th September 2025, for the years
ended 31st March 2025, 31st March 2024 and 31st March 2023 (enclosed as Annexure III ); and the Restated
Consolidated Statement of Changes in Equity for the six months period ended 30th September 2025, for the
years ended 31st March 2025, and 31st March 2024 and 31st March 2023 (enclosed as Annexure IV); the
Consolidated Summary of Material Accounting Policies and other explanatory information (enclosed as
Annexure V); (hereinafter collectively referred to as the “Restated Consolidated Financial Information”) as
approved by the Board of Directors of the Company (“the Board”) at their meeting held on 30th December
2025, for the purpose of inclusion in the Red Herring Prospectus ("RHP") and Prospectus (hereinafter referred
to as the “Offer Documents”) prepared by the Company in connection with its proposed Initial Public Offer
of equity share of face value of ₹ 5 each of the Company comprising of fresh issue of equity shares and offer
for sale (“the Issue” / “the IPO”) and prepared in terms of the requirements of :

a. Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (“the Companies Act”);
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations,
2018, as amended (the “SEBI ICDR Regulations”); and
c. The Guidance Note on Report in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the Guidance Note”).

Management’s Responsibilities for the Restated Consolidated Financial Information

2. The Company’s management is responsible for the preparation of the Restated Consolidated Financial
Information which have been approved by the Board of Directors for the purpose of inclusion in the Offer
Prospectus to be filed with Securities and Exchange Board of India (“SEBI”), the BSE Limited (“BSE”), The
National Stock Exchange of India Limited (“NSE”) (collectively “the Stock Exchanges”) and the Registrar of
Companies, Delhi and Haryana at New Delhi (“RoC”) in connection with the proposed Issue. The Restated
Consolidated Financial Information has been prepared by the management of the Company on the basis of
preparation stated in Note No. 2 of Annexure V to the Restated Consolidated Financial Information. The
responsibility of the respective Board of Directors of the companies included in the Group includes designing,
implementing and maintaining adequate internal controls relevant to the preparation and presentation of the
respective Restated Financial Information, which have been used for the purpose of preparation of these

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 Restated Consolidated Financial Information by the management of the Company, as aforesaid. The respective
Board of Directors are also responsible for identifying and ensuring that the Group complies with the
Companies Act, the SEBI ICDR Regulations and the Guidance Note as applicable.

Auditor’s Responsibilities for the Restated Consolidated Financial Information

3. We have examined the Restated Consolidated Financial Information taking into consideration:

a. The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated 25th October 2025 in connection with the proposed Issue;
b. The Guidance Note as applicable. The Guidance Note also requires that we comply with the ethical
requirements of the Code of Ethics issued by the ICAI;
c. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Consolidated Financial Information; and
d. The requirements of Section 26 of the Companies Act and the SEBI ICDR Regulations and the Guidance
Note as applicable.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the
Companies Act, the SEBI ICDR Regulations and the Guidance Note as applicable in connection with the proposed
IPO.

These Restated Consolidated Financial Information includes financial information of Gaudium International Private
Limited (subsidiary w.e.f. 2nd February 2023) and EKK Global Private Limited (subsidiary w.e.f 16 th October 2024
and upto 5th August 2025).

Restated Consolidated Financial Information

4. For the purpose of the proposed Issue, the Management of the Company has prepared a Ind AS Restated
Consolidated Financial Statements by voluntarily adopting Ind AS. Accordingly, the Management has
considered 31st March 2025 as the reporting date for first time adoption and consequently, 1 st April 2023 is
considered as the transition date for the preparation of the Ind AS Restated Consolidated Financial Statements.
However, as required under the Companies Act, the Company had been preparing its Financial Statements in
accordance with the Accounting Standard as prescribed under Section 133 of the Companies Act, read with
Companies (Accounting Standards) Rules, 2021 (“Indian GAAP”). This Restated Consolidated Financial
Information has been prepared by making Ind AS adjustments to the audited Indian GAAP Financial
Statements as at and for the financial years ended 31 st March 2024 and 31st March 2023, which have been
approved by the Board of Directors at their meeting held on 10th September 2025 as described in Note No. 2
of Annexure V to the Restated Consolidated Financial Information.

5. These Restated Consolidated Financial Information have been compiled by the Management of the Company
from:

a. Audited Special Purpose Ind AS Interim Consolidated Financial Statements of the Group, as at and for the
six months period ended 30th September 2025, which have been prepared in accordance with the basis of
preparation, as set out in Note 2 of the Special Purpose Ind AS Consolidated Financial Statements of the
Group, which have been approved by the Board of Directors at their meeting held on 30 th December 2025.

b. Audited Ind AS Consolidated Financial Statements of the Group as at and for the years ended 31st March
2025 and 31 March 2024 (being comparative period for the financials for the year ended 31 March 2025),
which have been prepared in accordance with the basis of preparation, as set out in Note 2 of the Ind AS
Consolidated Financial Statements of the Group, which have been approved by the Board of Directors at
their meeting held on 10th September 2025.

c. Special Purpose Ind AS Consolidated Financial Statements of the Group, for the year ended 31 st March
2023, which have been prepared in accordance with the Ind AS and other accounting principles generally

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 accepted in India and which have been approved by the Board of Directors at their meeting held on 10 th
September 2025, after making Ind AS adjustments to the audited Consolidated Financial Statements of the
Company as at and for the year ended 31st March 2023, prepared in accordance with the Indian GAAP
which was approved by the Board of directors at their meeting held on 21 st June 2023.

d. Financial statements and other financial information in relation to the Company’s subsidiary EKK Global
Private Limited been audited by Other Auditors and included in the consolidated Ind AS financial
statements of the Group as applicable.

6. For the purpose of our examination, we have relied on:

a. Auditor’s report issued by us dated 30th December 2025 on the Ind AS Consolidated Financial Statements
of the Group as at and for the six months period ended 30 th September 2025 as referred in Para 5(a) above
on which we have issued an unmodified opinion, but includes the following Emphasis of Matter:

a. Basis of Preparation

We draw attention to Note 2 to the Special Purpose Interim Consolidated Financial Statements which
describes the purpose and basis of accounting the Special Purpose Interim Consolidated Financial
Statements.

These Special Purpose Interim Consolidated Financial Statements have been prepared by the management
of the Holding Company and approved by the Board of Directors of the Holding Company solely for the
purpose of preparation of the Restated Consolidated Financial Information of the Company to be included
in the Draft Red Herring Prospectus ("DRHP"), Red Herring Prospectus ("RHP") and Prospectus
(collectively referred to "Offer Documents") in connection with its proposed initial public offer of equity
shares as required by:

a. Section 26 of Part I of Chapter III of the Companies Act;

b. The Securities and Exchange Board of India (Issue of Capital and Disclosure requirements)
Regulations, 2018, as amended (the “SEBI ICDR Regulations”); and
c. The Guidance Note on Report in Company Prospectuses (Revised 2019) issued by the ICAI, as
amended from time to time (the Guidance Note”);

As a result, these Special Purpose Interim Consolidated Financial Statements may not be suitable for any
another purpose.

Our report is addressed to the Board of Directors of the Holding Company solely for the purpose as
specified above, and this should not be distributed to or used by any other parties. S K G N & Associates
LLP shall not be liable to the Company or to any other concerned for any claims, liabilities or expenses
relating to this assignment. Accordingly, we do not accept or assume any liability or any duty of care for
any other purpose or to any other person to whom this report is shown or into whose hands it may come
without our prior consent in writing.

b. Income Tax Matter

We draw attention to Note No. 39 to the Special Purpose Interim Consolidated Financial Statements, in
respect of assessments by the Income Tax Department and subsequent notices under of the Income Tax
Act, 1961, demands for amount aggregating to Rs. 3,091.03 Lakhs and interest thereon is raised on the
Company. The management has filed appeals before the Hon’ble Commissioner of Income Tax (Appeals)
(“CIT(A)”). Based on the expert legal opinion obtained, the management of the Company is of the opinion
that the said demands will be set aside in the appropriate forum and there will be no liability.

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 Our opinion is not modified in respect of this matter.

b. Auditor’s report issued by us dated 10th September 2025 on the Ind AS Consolidated Financial Statements
of the Group as at and for the year ended 31st March 2025 as referred in Para 5(b) above on which we
have issued an unmodified opinion, but includes the following Emphasis of Matter:

Attention is invited to Note No. 39 to the Consolidated Financial Statements, in respect of assessments by
the Income Tax Department and subsequent notices under of the Income Tax Act, 1961, demands for
amount aggregating to Rs. 3,091.03 Lakhs and interest thereon is raised on the Company. The management
has filed appeals before the Hon’ble Commissioner of Income Tax (Appeals) (“CIT(A)”) and an
application for stay against the recovery of demand with the Income Tax department. Based on the expert
legal opinion obtained, the management of the Company is of the opinion that the said demands will be
set aside in the appropriate forum and there will be no liability.

c. Auditor’s Report issued by Predecessor Auditor, Brahmayya & Co., dated 28 th August 2024 on the
Consolidated Financial Statements of the Group as at and for the year ended 31st March 2024 on which
they have issued an unmodified opinion, but includes the following Emphasis of Matter:

Attention is invited to Note No. 35 to the Consolidated Financial Statements, in respect of assessment
order issued by the Income Tax Department under Section 143(3) and subsequent notice under Section
156 of the Income Tax Act, 1961, demanding an amount of Rs. 2,444.26 Lakhs and interest thereon, from
the Holding Company for the Assessment Year 2022-23. The management of the Holding Company has
filed an appeal before the Hon’ble Commissioner of Income Tax (Appeals) (“CIT(A)”) and an application
for stay against the recovery of demand with the Assistant Commissioner of Income Tax. Based on the
expert legal opinion obtained, the management of the Holding Company is of the opinion that the said
demands will be set aside in the appropriate forum and there will be no liability.

d. Auditor’s Report issued by Predecessor Auditor, Vikas Katyal & Associates, dated 21 st June 2023 on the
Consolidated Financial Statements of the Group as at and for the year ended 31 st March 2023, on which
they have issued an unmodified opinion.

We did not audit the Consolidated Financial Statements of the Group as at and for the financial year ended 31 st March
2024 and Consolidated Financial Statements of the Company as at and for the financial year ended 31 st March 2023.
Audit for the financial years ended 31st March 2024 was conducted by the Predecessor Auditor, Brahmayya & Co.,
and for the financial years ended 31st March 2023 was conducted by the Predecessor Auditor, Vikas Katyal &
Associates, whose reports have been furnished to us by the Management. Based on the terms of our engagement, we
have examined and reported on the Restated Consolidated Financial Information as at and for the year ended 31st
March 2024 and Restated Consolidated Financial Information as at and for the year ended 31 st March 2023. The
adjustments in the Restated Financial Information with respect to the audited financial statements as at and for the
year ended 31st March 2024 and 31st March 2023, in so far as they relate to the amounts, disclosures, regrouping,
reclassification, etc., are restricted to and based solely on such audited financial statements and the Predecessor
Auditor’s report thereon. We have not performed any additional procedures other than those stated herein and do not
accept any responsibility of whatsoever nature in this regard.

7. Emphasis of Matter

a. Basis of Preparation

We draw attention to Note No. 2 of Annexure V to the Restated Consolidated Financial Information and Para
4 above which describes the purpose and basis of preparation. The Special Purpose Ind AS Restated
Consolidated Financial Statements have been prepared by the management and approved by the Board of
Directors of the Holding Company solely for the purpose of preparation of the Restated Consolidated
Financial Information as required under the SEBI ICDR Regulations in relation to the proposed initial public

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 offer of the Company as confirmed by the Management. As a result, the Restated Consolidated Financial
Information, may not be suitable for any another purpose and are not financial statements prepared pursuant
to any requirements under Section 129 of the Companies Act, 2013, as amended. Our report is addressed to
the Board of Directors of the Holding Company solely for the purpose of preparation of the Restated
Consolidated Financial information and to comply with requirement of the BRLM and is not to be used,
referred to or distributed for any other purpose without our prior written consent.

These Restated Consolidated Financial Information includes financial information of Gaudium International
Private Limited (subsidiary w.e.f. 2nd February 2023) and EKK Global Private Limited (subsidiary w.e.f 16 th
October 2024 and upto 5th August 2025).

b. Income Tax Matter

We draw attention to Note No. 39 to the Consolidated Financial Statements, in respect of assessments by the
Income Tax Department and subsequent notices under of the Income Tax Act, 1961, demands for amount
aggregating to Rs. 3,091.03 Lakhs and interest thereon is raised on the Company. The management has filed
appeals before the Hon’ble Commissioner of Income Tax (Appeals) (“CIT(A)”). Based on the expert legal
opinion obtained, the management of the Holding Company is of the opinion that the said demands will be
set aside in the appropriate forum and there will be no liability.

Our opinion is not modified in respect of the above matters.

8. Based on our examination and according to the information and explanations give to us and also as per the
reliance placed on the Independent Auditor’s reports issued by the Predecessor Auditor for the respective
years, we report that the Restated Consolidated Financial Information of the Group:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors
and regrouping/ reclassifications retrospectively in the financial years ended 31st March 2025, 31 st March
2024 and 31st March 2023 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed, if any, as at and for the six months period ended 30 th September 2025.

b) have been prepared after incorporating Ind AS adjustments to the audited Indian GAAP financial
statements as at and for the years ended 31st March 2024 and 31st March 2023 as described in Note No. 2
of Annexure V to the Restated Consolidated Financial Information;

c) does not contain any qualifications requiring adjustments. There are no qualifications in the Companies
(Auditor's Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of
Section 143 of the Companies Act. The impact of Emphasis of Matter above and Reporting under Rule
11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) which do not require any
corrective adjustments in the Restated Consolidated Financial Information have been disclosed in the
Restated Consolidated Financial Information.

d) has been prepared in accordance with the Companies Act, SEBI ICDR Regulations and the Guidance Note.

9. We have not audited any financial statements of the Group as at any date or for any period subsequent to 31 st
March, 2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows
and statement of changes in equity of the Group as at any date or for any period subsequent to 31st March,
2025.

10. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent
to the respective dates of the reports on the audited Consolidated IGAAP and Standalone IGAAP Financial
Statements.

11. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,
Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other
Assurance and Related Services Engagements.

Page 229 of 475

12. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports
issued by us or the Predecessor Auditors, nor should this report be construed as a new opinion on any of the
financial statements referred to herein.

Restriction on Use

13. We have no responsibility to update our report for events and circumstances occurring after the date of the
report.

14. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to be filed
with SEBI, Stock Exchanges and the RoC in connection with the proposed Issue. We shall not be liable to the
Group or to any other concerned for any claims, liabilities or expenses relating to this engagement. Our report
should not be used, referred to or distributed for any other purpose except with our prior consent in writing.
Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other
person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For S K G N & Associates LLP

Chartered Accountants
FRN :-023403N/N500052

Sd/-
Sumit Kr. Goyal
Partner
M. No-515406
UDIN: 25515406QRETFN6966
Place: Delhi
Date: December 30, 2025

Page 230 of 475

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 OTHER FINANCIAL INFORMATION

Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Earnings Per Equity Share (Basic & Diluted) 1 2.04 3.12 1.68 2.20
Return on Net worth 2 (₹ in Lakhs) 21.25% 41.31% 38.23% 59.51%
Return on Capital Employed 3 21.03% 39.37% 38.74% 54.40%
Net Asset Value (NAV) Per Equity Shares 4 9.59 7.54 4.40 3.70
EBITDA 5 (₹ in Lakhs) 1,895.23 2,862.59 1,927.47 2,006.55
Note:
1. Basic/Diluted EPS is calculated as profit for the year/period attributable to owners of our Company divided by
the weighted average number of Equity Shares outstanding during the year/period and the weighted average
number of Equity Shares that could have been issued upon conversion of all dilutive potential Equity Shares.
2. RoNW is calculated- as net profit after taxation and minority interest attributable to the equity shareholders of
the Company divided by shareholder’s funds for that year. Shareholder’s funds = Share capital + reserves &
surplus - revaluation reserves. Net worth has been defined as the aggregate value of the paid-up share capital
and all reserves created out of the profits and securities premium account and credit balance of profit and loss
account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves
created out of revaluation of assets, write-back of depreciation and amalgamation as on respective periods in
accordance with Regulation 2(l) (hh) of the Securities and Exchange Board of India (Issue of Capital and
Disclosure requirements) Regulations, 2018, as amended.
3. Return on Capital Employed is calculated as EBIT divided by Capital Employed
4. NAV per Equity Share (in ₹ ) is computed as net worth at the end of the period/ year / weighted average number
of equity shares outstanding at the end of the period/ year.
5. EBITDA (Earnings Before interest, tax, depreciation and amortization) is calculated as profit before exceptional
items and tax plus finance cost, depreciation and amortization expenses.

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Page 278 of 475

 RELATED PARTY TRANSACTION

For details of the related party transactions, as per the requirements under applicable Accounting Standards, i.e., Ind
AS 24 - Related Party Disclosures, read with the SEBI ICDR Regulations during the period ended September 30, 2025
and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 and as reported in the Restated
Consolidated Financial Information, see “Restated Consolidated Financial Information – Notes forming part of the
Restated Consolidated Financial Information – Note 42 Related Party Disclosures ” on page 251.

[Remainder of this page has been left intentionally blank]

Page 279 of 475

 FINANCIAL INDEBTEDNESS

Our Company has certain loans sanctioned in the ordinary course of its business for the purposes of meeting working
capital requirements and capital expenditure requirements. Our Board is empowered to borrow monies as may be
required for the purpose of the business of our Company, in accordance with Section 179 and Section 180 of the
Companies Act and our Articles of Association.

The following table sets forth details of the aggregate outstanding borrowings of our Company, on a restated
consolidated financial statement, as at September 30, 2025.
(Rs. in Lakhs)
Outstanding
Category of Sanctioned Lender’s Sanction amount as on
Loan Type Tenure ROI
Borrowings Amount Name Date September 30,
2025
Secured Loans
Fund Based Facilities
HDFC Bank 129
Term Loans# 257.00 Term Loan 02.07.2021 8.50% 182.48
Limited Months
HDFC Bank 120
Term Loans# 1,700.00 Term Loan 04.08.2025 8.50% 1,700.00
Limited Months
Working Capital HDFC Bank Overdraft 12
750.00 30.07.2025 8.75% *368.16
Limits# Limited Facility Months
Working Capital HDFC Bank Overdraft 12
300.00 30.07.2025 8.75% *0.72
Limits## Limited Facility Months
Total 2,251.37
There are no Non-Fund based facilities availed by the Company.
#Related to Gaudium IVF and Women Health Limited
##Related to Gaudium International Private Limited, Wholly owned subsidiary company
As certified by S K G N & Associates LLP, Chartered Accountants by their certificate dated January 20, 2026
*Book Balance represents the accounting of cheques issued but not presented for payment at bank and therefore those
are items of Bank Reconciliation.
There have been no defaults in repayment of borrowings with any financial institutions/ banks as on the date of this
Red Herring Prospectus. We have received all the necessary approvals from the concerned lenders for the proposed
Issue.
For further information, see Risk Factor “Our inability to meet our obligations, including financial and other
covenants under our debt financing arrangements could adversely affect our business, results of operations and
financial condition” on chapter titled “Risk Factor” on page no 31 this Red Herring Prospectus.
Principal terms of the borrowings availed by us:
A summary of the principal terms of our borrowings are as set out below. The details provided below are indicative
and there may be additional terms, conditions and requirements under the various borrowing arrangements entered
into by us:
1. Tenor: The tenor of our Borrowings is generally a period of 120 months and 129 months for secured loan.
2. Interest: The interest rate charged for unsecured loan by the lenders for our Borrowings is Policy Repo Rate
6.50% + Spread of 2.90% = 9.40% p.a. and 6.50% + Spread of 3.00% = 9.50% p.a.
3. Events of default: In the event of any default in the payment or repayment of the loan, including interest or other
amounts when due, or failure to comply with any terms and conditions of the loan, the following actions will be
initiated:
a) Entire Overdraft Facility with all the monies shall become payable forthwith by the Borrower to the Bank
without any prejudice to the rights and remedies of the Bank;
b) Bank shall be entitled to enforce the assets underlying the Security and take such actions as necessary for
recovery;

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4. Consequences of event of default: Upon the occurrence of the default, Overdraft Account will become irregular
and the Borrower shall be liable to pay a default interest (“Default Interest”) at the rate specified in this Sanction
Letter and/or the Overdraft Agreement.

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Page 281 of 475

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION

The following discussion of our financial condition and results of operations is based on, and should be read in
conjunction with, our Restated Consolidated Financial Statements (including the schedules, notes and significant
accounting policies thereto), included in the section titled “Restated Consolidated Financial Statements” beginning on
page 225.

Our Restated Consolidated Financial Statements have been derived from our audited financial statements and restated
in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note. Our financial statements are prepared
in accordance with IND AS, notified under the Companies (Indian Accounting Standards) Rules, 2015, and read with
Section 133 of the Companies Act, 2013 to the extent applicable. IND AS differs in certain material respects from
IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. Accordingly,
the degree to which the financial statements prepared in accordance with IND AS included in this Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with IND AS
accounting policies. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial information
included in this Red Herring Prospectus, nor do we provide a reconciliation of our financial information to IFRS or
U.S. GAAP. Any reliance by persons not familiar with IND AS accounting policies on the financial disclosures
presented in this Red Herring Prospectus should accordingly be limited.

Unless otherwise indicated or the context requires otherwise, the financial information as at September 30, 2025 and
for Fiscal 2025, Fiscals 2024 and 2023 included herein have been derived from our restated consolidated balance
sheets of period ended September 30, 2025 and March 31, 2025, March 31, 2024, March 31, 2023 and restated
consolidated statements of profit and loss, cash flows and changes in equity during the Period ended September 30,
2025 and for the fiscal years ended March 31, 2025, March 31, 2024 and March 31, 2023 of the Company, together
with the statement of significant accounting policies, and other explanatory information thereon.

Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or derived
from the report titled “IVF and Fertility Services Industry Report ” dated September 25, 2025 prepared by Infomerics
Analytics and Research Private Limited (the “Infomerics Research”) and publicly available information as well as
other industry publications and sources. The Report has been exclusively commissioned at the request of our Company
and paid for by our Company for the purposes of this Issue and is available on the website of the Company at
[Link].

Our fiscal year ends on March 31 of each year, and references to a particular fiscal period are to the 12 months ended
March 31 of that year. All references to a year are to that Fiscal Year, unless otherwise noted.

Some of the information contained in this section, including information with respect to our strategies, contain
forward-looking statements that involve risks and uncertainties. You should read the section titled “Forward Looking
Statements” beginning on page 21 for a discussion of the risks and uncertainties related to those statements and also
the section titled “Risk Factors” and “Our Business” beginning on pages 31 and 163, respectively, for a discussion of
certain factors that may affect our business, results of operations and financial condition. The actual results of the
Company may differ materially from those expressed in or implied by these forward-looking statements.

Unless otherwise stated, references to “the Company”, “our Company”, “we”, “us”, and “our” are to Gaudium IVF
and Women Health Limited.

Business Overview

Incorporated in the year 2015, our company is engaged in IVF (In vitro fertilization) treatment in India and has grown
into several states with Hub and spoke model over the years. Gaudium IVF is founded by our Promoter Dr. Manika
Khanna, a specialist with advanced training in gynecological endoscopic surgery from Kiel, Germany, and Melbourne
IVF Gujarat Private Limited. Having a PAN-India presence, the company operates 30+ locations, which comprises of
7 hubs (centers) and 28 spokes (company has entered into a strategic alliance with Spokes i.e Infertility Expert) to
achieve the mutual goal of spreading awareness about ART and IVF treatment). Our Main centers (Hubs) are located
in major cities of which 2 centers are located in Delhi (Janakpuri & Kailash Colony), 1 center in Maharashtra (Mumbai

Page 282 of 475

-Khar West), 1 center in Punjab (Ludhiana), 1 center in Jammu & Kashmir (Srinagar), 1 center in Bihar (Patna) and
1 center in Karnataka (Bangalore), to cater potential locations across India.

Parenthood is a joyful journey, especially for mothers who experiences motherhood. We understand the challenges
couples face in building a family due to infertility, medical issues, or lifestyle factors. Our mission is to help make
their dream of parenthood come true through personalized fertility treatments. From the first consultation to a
successful pregnancy, we provide expert care, support, and a close partnership with our patients, ensuring a hopeful
and joyful future.

For further details, kindly refer “Our Business” on page 163

Key Performance Indicator

(₹ in Lakhs)
Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Revenue from Operations 4,949.88 7,072.40 4,789.01 4,423.69
Total Revenue 4,974.97 7,095.84 4,815.31 4,426.02
EBITDA1 1,895.23 2,862.59 1,927.47 2,006.55
EBIT2 1,778.60 2,681.34 1,737.91 1,865.48
EBT3 1,678.29 2,542.25 1,663.16 1,831.24
4
PAT 1,250.56 1,912.74 1,031.69 1,352.54
EBITDA Margin 5 38.29% 40.48% 40.25% 45.36%
EBIT Margin 6 35.75% 37.79% 36.09% 42.15%
7
EBT Margin 33.73% 35.83% 34.54% 41.37%
PAT Margin 8 25.14% 26.96% 21.43% 30.56%
Debt / Equity 9 0.38 0.41 0.58 0.43
RoE 10 21.25% 41.31% 38.23% 59.51%
RoCE 11 21.03% 39.37% 38.74% 54.40%
Basic EPS 2.04 3.12 1.68 2.20
Diluted EPS 2.04 3.12 1.68 2.20
12 9.59 7.54 4.40 3.70
NAV
Note:
1.
EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) is calculated as sum of Profit Before
Tax, Finance Cost & Depreciation and Amortization Less Other Income
2.
EBIT (Earning Before Interest & Tax) is calculated as EBITDA less Depreciation add Other Income
3.
EBT (Earning Before Tax) is calculated as EBIT less Finance Cost
4.
PAT (Profit After Tax) is calculated as EBT less Tax
5.
EBITDA Margin is calculated as EBITDA divided by Revenue from Operation
6.
EBIT Margin is calculated as EBIT divided by Total Revenue
7.
EBT Margin is calculated as EBT divided by Total Revenue
8.
PAT Margin is calculated as PAT divided by Total Revenue
9.
Debt / Equity is calculated as Total Debt (Short Term Borrowing + Long Term Borrowing) divided by Equity
(Net Worth)
10.
RoE (Return on Equity) is calculated as PAT divided by Equity (Net worth)
11.
RoCE (Return on Capital Employed) is calculated as EBIT less interest income divided by Capital Employed
(Net worth + Total Borrowings + Lease Liabilities + Deferred Tax Liabilities)
12.
NAV (Net Asset Value Per Share) is calculated as Net worth divided by weighted average number of outstanding shares

Page 283 of 475

Significant Factors Affecting our Result of Operations

The significant accounting policies applied by the Company in the preparation of its financial statements are listed
below. Such accounting policies have been applied consistently to all the periods presented in these financial
statements, unless otherwise indicated.

Presentation of Financial Information

The Restated Consolidated Financial Information of Gaudium IVF and Women Health Limited and its subsidiaries,
comprising the Restated Consolidated Statement of Assets and Liabilities as at 30th September 2025, and year ended
31st March 2025, and year ended 31st March 2024, and year ended 31st March 2023, the Restated Consolidated
Statement of Profit and Loss (including Other Comprehensive Income) for the period ended September 30, 2025 and
year ended 31st March 2025 and year ended 31st March 2024 and year ended 31st March 2023, the Restated
Consolidated Statement of Cash Flows for the period ended September 30, 2025 and year ended 31st March 2025 and
the year ended 31st March 2024 and year ended 31st March 2023, The Restated Consolidated Changes in Equity for
the period ended September 30, 2025 and year ended 31st March 2025 and the year ended 31st March 2024, and year
ended 31st March 2023 and the summary statement of material accounting policies, and other explanatory information
(collectively, the "Restated Consolidated Financial Information"), as approved by the Board of Directors of the
Company at their meeting held on 30th December 2025 for the purpose of inclusion in the Draft Red Herring Prospectus
("DRHP")/Red Herring Prospectus/Prospectus has been prepared by the Company in connection with its proposed
initial public offer of equity shares of the Company ("IPO") prepared in terms of the requirements of:

 Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ("the Act");
 The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended ("ICDR Regulations"); and
 The Guidance Note on Report in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI) as amended from time to time (the “Guidance Note”).

These Restated Consolidated Financial Information have been compiled by the Management of the Company from:

• The Restated Consolidated Financial Statements as at and for the period ended 30th September 2025, and
years ended 31st March 2025 and 31st March 2024 have been compiled by the Management from the audited
consolidated financial statements of the Company as at period ended 30th September 2025, and and for the
year ended 31st March 2025 which include the comparative Ind AS consolidated financial statements as at
and for the year ended 31st March 2024 prepared in accordance with Indian Accounting Standards (Ind AS)
as prescribed under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting
Standards) Rules 2015, subsequent amendments thereof and other relevant provisions of the Act; and

• Special Purpose Ind AS Consolidated Financial Statements of the Group, for the year ended 31st March 2023,
which have been prepared in accordance with the Ind AS, as prescribed under Section 133 of the Act read
with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles
generally accepted in India and which have been approved by the Board of Directors at their meeting held
on 10th September 2025, after making Ind AS adjustments to the audited consolidated financial statements of
the Company as at and for the year ended 31st March, 2023, prepared in accordance with the Indian GAAP
which was approved by the Board of directors at their meeting held on 21st September 2023.

There are no qualifications in the Auditors' Reports on the Audited Restated Consolidated Financial Statements of
the Group for the period ended 30th September 2025, and for the year ended 31st March 2025, and for the years
ended 31st March 2024 and 31st March 2023 which require any adjustments to the Restated Consolidated Financial
Information and in the Companies (Auditor’s Report) Order, 2020 issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, which require any corrective adjustments in the Restated
Consolidated Financial Information.

The explanation to Emphasis of Matter Paragraph provided by the Statutory Auditor and Compliance under Rule
11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) which do not require any corrective

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adjustments in the Restated Consolidated Financial Information have been disclosed in the Restated Consolidated
Financial Information. (Refer Note 39)

a) Historical Cost Convention

The Restated Consolidated Financial Information have been prepared on a historical cost basis, except for the
following:

 Certain financial assets and liabilities (including derivative instruments) and contingent consideration that is
measured at fair value or amortized cost;
 Defined benefit plans – plan assets measured at fair value;

b) Current / Non-Current Classification

Any asset or liability is satisfied as current if it satisfies any of the following conditions:

 Asset / Liability is expected to be realised / settled in the Group’s normal operating cycle
 Asset is intended for sale or consumption
 Asset / Liability is held primarily for the purpose of trading
 Asset is a cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting date
 In case of a Liability, the Group does not have an unconditional right to defer settlement of the liability for at
least twelve months after the reporting date

For the purpose of this classification, the Group has ascertained its normal operating cycle as twelve months, which
is based on the nature of business and time between acquisition of assets and inventories for processing and their
realisation in cash and cash equivalents.

c) Use of Material Accounting Estimates and Judgements

Estimates, assumptions concerning the future and judgements are made in the preparation of the financial
statements. They affect the application of the Group’s accounting policies, reporting amounts of assets, liabilities,
income and expense and disclosures made. Although these estimates are based on management’s best knowledge
of current events and actions, actual result may differ from those estimates.

The critical accounting estimates and assumptions used and areas involving a high degree of judgements are
described below:

3.1 Use of estimation and assumption

In the process of applying the entity’s accounting policies, management had made the following estimation and
assumptions that have the significant effect on the amounts recognized in the financial statements. The estimates
and assumptions used in accompanying financial statements are based upon management’s evaluation of the
relevant facts and circumstances as on the date of the financial statements, reviewed on an ongoing basis. Any
revision to accounting estimates is recognized prospectively in current and future periods.

a) Property, Plant and Equipment & Intangible Assets

Key estimates related to long-lived assets (property, plant and equipment and intangible assets) include useful
lives, recoverability of carrying values and the existence of any retirement obligations. As a result of future
decisions, such estimates could be significantly modified. The useful lives as mentioned in Note No. 4.2 and Note
No. 4.3 is applied as per Schedule II of Companies Act, 2013 and estimated based upon our historical experience,
technical estimates and industry information. These estimates include an assumption regarding periodic
maintenance and an appropriate level of annual capital expenditures to maintain the assets.

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b) Employee Benefits - Measurement of Defined Benefit Obligation (DBO)

Management assesses post-employment and other employee benefit obligations using the projected unit credit
method based on actuarial assumptions which represent management’s best estimates of the variables (such as
standard rates of inflation, medical cost trends, mortality, discount rate and anticipation of future salary increases)
that will determine the ultimate cost of providing post-employment and other employee benefits. Variation in
these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.

c) Income Taxes

The Group recognizes tax liabilities based upon self-assessment as per the tax laws. When the final tax outcome
of these matters is different from the amounts that were initially recognized, such differences will impact the
income tax and deferred tax provisions in the period in which such determination is made.

3.2 Critical judgements made in applying accounting policies

a) Revenue

The Group recognizes revenue from contracts with customers based on a five-step model as per Ind AS 115 which
involves judgements such as identification of distinct performance obligation involves judgement to determine the
deliverables and the ability of the customer to benefit independently from such deliverables. The management
exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a
period of time It considers indicators such as how customer consumes benefits as services are rendered or who
controls the asset as it is being created or existence of enforceable right to payment for performance to date and
alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of
delivery by the customer, etc.

Revenue from services which is recognized over time using percentage-of-completion method. The management
uses judgement to estimate the services provided as on reporting date as a proportion of total services provided
which is used to determine the degree of the completion of the performance obligation.

b) Recognition of Deferred Tax Assets

The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the future
taxable income against which the deferred tax assets can be utilized. In addition, significant judgement is required
in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions.

c) Recognition of Deferred Tax Liabilities on Undistributed Profits

The extent to which the Group can control the timing of reversal of deferred tax liability on undistributed profits
of its subsidiaries requires judgement.

d) Evaluation of Indicators for Impairment of Assets

The evaluation of applicability of indicators of impairment of assets requires assessment of several external and
internal factors which could result in deterioration of recoverable amount of the assets.

e) Expected Credit Losses

Expected credit losses of the Group are based on an evaluation of the collectability of receivables. A considerable
amount of judgement is required in assessing the ultimate realization of these receivables, including their current
credit worthiness, past collection history of each customer and ongoing dealings with them. If the financial
conditions of the counterparties with which the Group contracted were to deteriorate, resulting in an impairment
of their ability to make payments, additional expected credit loss may be required.

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 f) Useful Life of Depreciable/Amortizable Assets

Management reviews its estimate of the useful lives of depreciable/amortizable assets at each reporting date, based
on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence
that may change the utility of certain software, customer relationships, IT equipment and other plant and
equipment.

g) Fair Value Measurements

Management applies valuation techniques to determine the fair value of financial instruments (where active market
quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent
with how market participants would price the instrument. Management uses the best information available.
Estimated fair values may vary from the actual prices that would be achieved in an arm’s length transaction at the
reporting date.

h) Provisions

At each balance sheet date, basis the management judgement, changes in facts and legal aspects, the Group assess
the requirement of the provisions. However, the actual future outcome may be different from this judgement.

i) Leases

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered
by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to
terminate the lease, if it is reasonably certain not to be exercised. The Group has several lease contracts that include
extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain or
not to exercise the option to renew or terminate the lease. That considers all relevant factors that create an economic
incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses
the lease term if there is a significant event or change in circumstances that is within its control and affects its
ability to exercise or not to exercise the option to renew or to terminate.

4. Material Accounting Policy Information

1.1. Basis of Consolidation

Subsidiaries

The Subsidiaries, Gaudium International Private Limited and EKK Global Private Limited, are the Entities over
which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power to direct
the relevant activities of the entity. The Subsidiary is fully consolidated from the date on which control is
transferred to the Group. It is deconsolidated from the date that control ceases. Profit or loss and other
comprehensive income (‘OCI’) of subsidiary acquired or disposed of during the period are recognized from the
effective date of acquisition, or up to the effective date of disposal, as applicable. The subsidiary has a consistent
reporting date of that of the Holding Company.

The Group combines the financial statements of the parent and its subsidiaries line by line adding together like
items of assets, liabilities, equity, income and expenses. Intergroup transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred asset. Accounting policies of the subsidiaries is aligned
where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests, if any, presented as part of equity, represent the portion of a subsidiary’s profit or loss
and net assets that is not held by the Group. Profit or loss and each component of OCI are attributed to the equity
holders of the Holding Company and to the non-controlling interests, if any, even if this results in the non-
controlling interests having a deficit balance. The Group attributes total comprehensive income or loss of

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subsidiaries between the owners of the parent and the non-controlling interests, if any, based on their respective
ownership interests.

The Group treats transactions with non-controlling interests, if any that do not result in a loss of control as
transactions with equity owners of the group. A change in ownership interest results in an adjustment between the
carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the
subsidiaries. Any difference between the amount of the adjustment to non-controlling interests and any
consideration paid or received is recognized within equity.

Business Combinations

The Group applies the acquisition method in accounting for business combinations. The consideration transferred
by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets
transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any
asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their acquisition date fair values.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the
amount recognized for non-controlling and any previous interest held, over the net identifiable assets acquired and
liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred,
the difference is recognized in OCI and accumulated in equity as capital reserve. However, if there is no clear
evidence of bargain purchase, the entity recognizes the gain directly in equity as capital reserve, without routing
the same through OCI.

Where settlement of any part of cash consideration is deferred, the amount payable in the future is discounted to
their present value as at the date of exchange. The discount rate used is the Group’s incremental borrowing rate,
being the rate at which the similar borrowing could be obtained from an independent financier under comparable
terms and condition.

Contingent consideration is classified either as equity or financial liability. Amount classified as financial liability
are subsequently re-measured to fair value with changes in fair value recognized in profit or loss.

Business combinations involving entities or businesses under common control have been accounted for using the
pooling of interest’s method. The assets and liabilities of the combining entities are reflected at their carrying
amounts. No adjustments have been made to reflect fair values, or to recognize any new assets or liabilities except
changes made to harmonize the accounting policies.

1.2. Property, Plant and Equipment and Depreciation

Initial Recognition

All items of property, plant and equipment are initially measured at cost. The cost of an item of plant and equipment
is recognized as an asset if, and only if, it is probable that future economic benefits associated with the item will
flow to the Group and the cost of the item can be measured reliably.

Cost includes its purchase price (after deducting trade discounts and rebates), import duties & non-refundable
purchase taxes, any costs directly attributable to bringing the asset to the location & condition necessary for it to
be capable of operating in the manner intended by management, borrowing costs on qualifying assets and asset
retirement costs.

The activities necessary to prepare an asset for its intended use or sale extend to more than just physical
construction of the asset. It may also include technical (DPR, environmental, planning, Land acquisition and
geological study) and administrative work such as obtaining approvals before the commencement of physical
construction.

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The cost of replacing a part of an item of property, plant and equipment is capitalized if it is probable that the
future economic benefits of the part will flow to the Group and that its cost can be measured reliably. The carrying
amount of the replaced part is derecognized.

Costs of day-to-day repairs and maintenance costs are recognized into the statement of profit and loss account as
incurred.

Subsequent measurement

Subsequent to recognition, property, plant and equipment are measured at cost less accumulated depreciation and
any accumulated impairment losses.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable.

The residual values, estimated useful lives and depreciation method are reviewed at each financial year-end, and
adjusted prospectively, if appropriate.

Depreciation

Depreciation is provided on Straight Line Method, as per the provisions of Schedule II of the Companies Act, 2013
or based on useful life estimated on the technical assessment. Asset class wise useful lives are as under:

Type of Assets Useful Life

Plant and Machinery 15 years
Operation Theatre Equipment 13 years
Furniture and Fixtures 10 years
Electrical Equipment 10 years
Motor Vehicles 8 years
Office Equipments 5 years
Computers 3 years
Leasehold Improvements Over Lease Term

In respect of additions / deletions to the fixed assets / leasehold improvements, depreciation is charged from the
date the asset is ready to use / up to the date of deletion.

De-recognition

An item of plant and equipment is derecognized upon disposal or when no future economic benefits are expected
from its use or disposal. Any gain or loss arising on de-recognition of the asset is recognized in the profit or loss
in the year the asset is derecognized.

Capital Work in Progress and Capital Advances

Cost of asset not ready for intended use and assets under installation or under construction as at the Balance Sheet
date will be shown as Capital Work in Progress. Advances given towards acquisition of fixed assets outstanding
at each Balance Sheet date are disclosed as Other Non-Current Asset in accordance with Schedule III to the
Companies Act, 2013.

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1.3. Intangible Assets & Amortization

Initial Recognition

Intangible assets acquired separately are initially measured at cost. Intangible assets are recognized if and only if,
it is probable that the future economic benefits that are attributable to the asset will flow to the Group and the cost
of the asset can be measured reliably.

Cost of separately acquired intangible assets includes its purchase price (after deducting trade discounts and
rebates), import duties & non-refundable purchase taxes, any costs directly attributable to preparing the asset for
its intended use.

Subsequent measurement and Amortization

Intangible assets are stated at cost of acquisition less accumulated amortization and accumulated impairment
losses, if any. Subsequent expenditure related to an item of intangible assets are added to its book value only if
they increase the future benefits from the existing asset beyond its previously assessed standard of performance.

The carrying values of intangible assets are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable.

The residual values, estimated useful lives and amortization method are reviewed at each financial year-end, and
adjusted prospectively, if appropriate

The useful lives of intangible assets are assessed as either finite or indefinite. Finite-life intangible assets are
amortised on a straight-line basis over the period of their estimated useful lives. Estimated useful lives by major
class of finite-life intangible assets are as follows

Intangible Assets Method of Amortization Estimated Useful life

Trademarks on straight-line basis 10 years
Software on straight-line basis 3 years

The amortization expense is recognized in the statement of profit and loss unless such expenditure forms part of
carrying value of another asset.

Indefinite life intangible assets comprises of those assets for which there is no foreseeable limit to the period over
which they are expected to generate net cash inflows. These are considered to have an indefinite life, given the
strength and durability of the Company and the level of marketing support.

De-recognition

The amortization expense is recognized in the statement of profit and loss unless such expenditure forms part of
carrying value of another asset. Indefinite-life intangible assets comprises of those assets for which there is no
foreseeable limit to the period over which they are expected to generate net cash inflows.
These are considered to have an indefinite life, given the strength and durability of the Group and the level of
marketing support.

For indefinite life intangible assets, the assessment of indefinite life is reviewed annually to determine whether it
continues, if not, it is impaired or changed prospectively based on revised estimates.

1.4. Intangible Asset Under Development

Recognition and Initial Measurement

Intangible development costs are capitalized only when the following criteria are met:

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  Technical and commercial feasibility is demonstrated
 Future economic benefits are probable
 The company intends and is able to complete and use or sell the asset
 The costs can be measured reliably
 Development costs are capitalized as an intangible asset if it can be demonstrated that prescribed
capitalisation criteria are met, the project is expected to generate future economic benefits, it is probable that
those future economic benefits will flow to the Company and the costs of the asset can be measured reliably,
else it is charged to the Statement of Profit and Loss.

Intangibles under development represent the costs incurred in the development of Gaudium Advanced Analysis and
Treatment (GAAT)

1.5. Inventories

Inventories of medicines, medical consumables and drugs are valued at lower of cost and net realizable value. Cost
of inventory includes cost of purchase and other costs incurred in bringing them to their present location and
condition. Net Realizable Value in respect of consumables is the estimated current procurement price in the
ordinary course of the business. Cost is determined on First in First Out (FIFO) basis.

4.5 Impairment of Non – Financial Assets

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where
an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying
amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its
recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or
groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the
asset belongs.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Impairment losses of continuing operations, including impairment on inventories, are recognized in the statement
of Profit and Loss, except for properties previously revalued with the revaluation surplus taken to OCI. For such
properties, the impairment is recognized in OCI up to the amount of any previous revaluation surplus.

After impairment, depreciation or amortization is provided on the revised carrying amount of the asset over its
remaining useful life.

The impairment assessment for all assets is made at each reporting date to determine whether there is an indication
that previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Group
estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if
there has been a change in the assumptions used to determine the asset’s recoverable amount since the last
impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed
its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had
no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of
profit or loss.

4.6 Financial Assets

Financial assets comprise of investments in equity and debt securities, mutual funds, loans, trade receivables, cash
and cash equivalents and other financial assets.

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Initial Recognition

All financial assets except investments in associates and joint venture are recognized initially at fair value.
However, trade receivables that do not contain a significant financing component are measured at transaction price.
Purchases or sales of financial asset that require delivery of assets within a time frame established by regulation
or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Group
commits to purchase or sell the assets.

Subsequent Measurement

a. Financial assets measured at amortized cost:

Financial assets held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding are measured at amortised
cost using effective interest rate (EIR) method. The EIR amortization is recognized as finance income in the
Statement of Profit and Loss.

The Group while applying above criteria has classified the following at amortised cost:
a. Loans
b. Trade Receivable
c. Cash and Cash Equivalents
d. Other Financial Assets

b. Financial assets at fair value through other comprehensive income (FVTOCI):

Financial assets held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows, selling the financial assets and the contractual terms of the financial assets give rise on
specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding
are measured at FVTOCI. Fair Value movements in financial assets at FVTOCI are recognized in other
comprehensive income. Equity instruments held for trading are classified at fair value through profit or loss
(FVTPL). For other equity instruments the Company classifies the same either at FVTOCI or FVTPL on
instrument to instrument basis. The classification is made on initial recognition and is irrevocable. Fair value
changes on equity investments at FVTOCI, excluding dividends are recognized in other comprehensive income
(OCI).

c. Financial assets at fair value through profit or loss (FVTPL)

Financial assets are measured at fair value through profit or loss if it does not meet the criteria for classification
as measured at amortised cost or at fair value through other comprehensive income. All fair value changes are
recognized in the statement of profit and loss.

d. Investments in joint ventures & associates, if any, are carried at cost in the Restated Consolidated Financial
Information. However, a provision for diminution in value is made to recognize a decline other than
temporary in value of the investments.

Impairment

Financial assets are tested for impairment based on the expected credit losses in accordance with Ind AS 109 on
the following financial assets:

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a. Trade Receivables

An impairment analysis is performed at each reporting date. The expected credit losses over life time of the asset
are estimated by adopting the simplified approach using a provision matrix on its portfolio of trade receivables,
which is based on historical loss rates reflecting current condition and forecasts of future economic conditions. In
this approach assets are grouped on the basis of similar credit characteristics such as customer segment, past due
status and other factors which are relevant to estimate the expected cash loss from these assets.

b. Other financial assets

Other financial assets are tested for impairment based on significant change in credit risk since initial recognition
and impairment is measured based on probability of default over the life time when there is significant increase in
credit risk.

De-recognition

A financial asset is derecognized only when:

 The Group has transferred the rights to receive cash flows from the financial asset or
 The contractual right to receive cash flows from financial asset is expired or
 Retains the contractual rights to receive the cash flows of the financial asset but assumes a contractual
obligation to pay the cash flows to one or more recipients.

Where the entity has transferred an asset and transferred substantially all risks and rewards of ownership of the
financial asset, in such cases the financial asset is derecognized. Where the entity has neither transferred a financial
asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is also
derecognized if the Group has not retained control of the financial asset.

4.7 Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank (including deposits with banks with original maturity of three
months or less) and cash in hand and short-term investments with an original maturity of three months or less.
Deposits with banks are subsequently measured at amortized cost and short-term investments are measured at fair
value through statement of profit & loss account.

4.8 Financial Liabilities

Initial Recognition

Financial liabilities are recognized when, and only when, the Group becomes a party to the contractual provisions
of the financial instrument. The Group determines the classification of its financial liabilities at initial recognition.
All financial liabilities are recognized initially at fair value plus any directly attributable transaction costs, such as
loan processing fees and issue expenses.

Subsequent Measurement - at amortised cost

After initial recognition, financial liabilities are subsequently measured at amortised cost using the effective
interest rate (EIR) method. Gains and losses are recognized in profit or loss when the liabilities are de recognized,
and through the amortization process.

De-recognition

A financial liability is de recognized when the obligation under the liability is discharged or cancelled or expired.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de

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recognition of the original liability and the recognition of a new liability, and the difference in the respective
carrying amounts is recognized in profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis,
to realize the assets and settle the liabilities simultaneously.

4.9 Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes
a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the
respective asset. Capitalisation of borrowing cost is suspended in the period during which the active development
is delayed due to other than temporary interruption. All other borrowing costs are expensed in the period they
occur. Borrowing costs consist of interest, exchange differences arising from foreign currency borrowings to the
extent they are regarded as an adjustment to the interest cost and other costs that an entity incurs in connection
with the borrowing of funds.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalization.

4.10 Employee benefits

Employee benefits are charged to the Statement of Profit and Loss for the year.

Retirement benefits in the form of Provident Fund are defined contribution scheme and such contributions are
recognized, when the contributions to the respective funds are due. There is no other obligation other than the
contribution payable to the respective funds

Gratuity liability is defined benefit obligation and is provided for on the basis of actuarial valuation on projected
unit credit method made at the end of each financial year. Re measurement in case of defined benefit plans gains
and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period
in which they occur, directly in other comprehensive income and they are included in the statement of changes in
equity.

Compensated absences are provided for on the basis of actuarial valuation on projected unit credit method made
at the end of each financial year. Re measurements as a result of experience adjustments and changes in actuarial
assumptions are recognized in statement of profit or loss account.

The amount of Non-current and Current portions of employee benefits is classified as per the actuarial valuation
at the end of each financial year.

4.12 Income Taxes

Income tax expense is comprised of current and deferred taxes. Current and deferred tax is recognized in net
income except to the extent that it relates to a business combination, or items recognized directly in equity or in
other comprehensive income. Current income tax relating to items recognized outside profit and loss is recognized
outside profit and loss (either in other comprehensive income or in equity). Current income taxes for the current
period, including any adjustments to tax payable in respect of previous years, are recognized and measured at the
amount expected to be recovered from or payable to the taxation authorities based on the tax rates that are enacted
or substantively enacted by the end of the reporting period.

Deferred income tax assets and liabilities are recognized for temporary differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax base using the tax rates that are expected

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to apply in the period in which the deferred tax asset or liability is expected to settle, based on the laws that have
been enacted or substantively enacted by the end of reporting period.

Deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the
initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects
neither the taxable income nor the accounting income. Deferred tax assets are generally recognized for all
deductible temporary differences to the extent that it is probable that taxable income will be available against
which they can be utilized. Deferred tax assets are reviewed at each reporting date and reduced accordingly to the
extent that it is no longer probable that they can be utilized.

Deferred tax assets and liabilities are offset when there is legally enforceable right of offset current tax assets and
liabilities when the deferred tax balances relate to the same taxation authority. Current tax asset and liabilities are
offset where the entity has legally enforceable right to offset and intends either to settle on a net basis, or to realize
the asset and settle the liability simultaneously. Deferred Tax relating to items recognized outside profit or loss is
recognized outside profit and loss (either in other comprehensive income or in equity).

4.13 Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration.

Group as a lessee

The Group assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group
assesses whether:
i. the contract involves the use of an identified asset
ii. the Group has substantially all of the economic benefits from use of the asset through the period of the
lease, and
iii. the Group has the right to direct the use of the asset

The Group’s lease assets consist of the following:

Asset Description Useful life

Leasehold Building As per Lease period

At date of commencement of leases, the Group recognized a right -of-use of asset (ROU) and a corresponding
lease liability for all the lease arrangements, except for those with a term of twelve month or less (short term leases)
and leases of low value assets. For these leases, the Group recognizes lease payments as an operating expense on
straight line basis over the lease term.

Initial Measurement

ROU assets are initially measured at cost that comprises of the initial amount of lease liability adjusted for any
lease payments made at or prior to the date of commencement, initial direct costs and lease incentives (if any).

Lease Liability is initially measured at the present value of future lease payments that are not paid at that date. The
lease payments shall be discounted using the interest the interest rate implicit in the lease or, if not readily
determinable, incremental borrowing rate.

Subsequent Measurement

ROU assets are subsequently measured at cost less accumulated depreciation and impairment loss, if any. ROU is
depreciated from the date of commencement on a straight-line basis over the shorter of lease term or useful life of
the underlying asset.

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Lease Liability is subsequently measured by increasing the carrying amount to reflect interest and reducing the
carrying amount to reflect the lease payments made.
The carrying amount of lease liability is remeasured to reflect any reassessment or lease modification such as
change in lease term.

ROU asset and lease liability are separately presented in the balance sheet and lease payments have been classified
as financing cash flows.

Group as a lessor

Leases for which the Group is a lessor is classified as finance or operating lease. Leases in which the Group does
not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating
leases. Lease income from operating leases is recognized in the statement of profit and loss income on a straight-
line basis over the lease term unless the receipts are structured to increase in line with expected general inflation
to compensate for the expected inflationary cost increases. The respective leased assets are included in the
balance sheet based on their nature.

4.14 Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are measured at the present value of management’s best estimate of the expenditure required
to settle the present obligation at the end of the reporting period.

The Group recognizes decommissioning provisions in the period in which a legal or constructive obligation is
incurred. A corresponding decommissioning cost is added to the carrying amount of the associated property, plant
and equipment, and it is depreciated over the estimated useful life of the asset.

4.15 Contingent Liabilities

Contingent liability is disclosed in case of:

 A present obligation arising from past events, when it is not probable that an outflow of resources will be
required to settle the obligation;
 A present obligation arising from past events, when no reliable estimate is possible;
 A possible obligation arising from past events whose existence will be confirmed by the occurrence or non-
occurrence of one or more uncertain future events beyond the control of the Group where the probability of
outflow of resources is not remote.

4.16 Contingent Assets

Contingent assets are not recognized but disclosed in the financial statements when an inflow of economic benefits
is probable.

4.17 Fair Value Measurements

Group follows the following mentioned underneath hierarchy for determining fair values of its financial
instruments:

 Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;
 Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly (prices) or indirectly (derived from prices); and
 Level 3 – Inputs for the asset or liability that are not based on observable market data.

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The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting
dates. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer,
broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly
occurring market transactions on an arm’s length basis. The fair value for these instruments is determined using
Level 1 inputs.
The fair value of financial instruments that are not traded in an active market (for example, over the counter
derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of
observable market data where it is available and rely as little as possible on entity specific estimates. If all
significant inputs required to fair value an instrument are observable, the instrument is fair valued using level 2
inputs.

If one or more of the significant inputs is not based on observable market data, the instrument is fair valued using
Level 3 inputs. Specific valuation techniques used to value financial instruments include:

 Quoted market prices or dealer quotes for similar instruments

 The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based
on observable yield curves
 The fair value of forward foreign exchange contracts is determined using forward exchange rates at the
reporting dates, with the resulting value discounted back to present value
 Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining
financial instruments.

4.18 Revenue Recognition

Sale of Services: The Group derives revenues primarily from business of providing IVF treatment in bundled
packages which includes injections, Ovum/Egg pickup, Embryo Creation and Embryo Transfer. Revenue from
service transactions is usually recognised as the service is performed, either by proportionate completion method
or by the completed service contract method.

Sale of Products: Revenue is measured at the fair value of the consideration received or receivable for goods
supplied, net of returns and discounts to customers. Revenue from sale of goods is recognised on transfer of
significant risks and rewards of ownership to the buyer, which generally coincides with the delivery of goods to
customers.

The Group recognizes revenue from contracts with customers based on a five-step model, such as to, identifying
the contracts with a customer, identifying the performance obligations in the contract, determine the transaction
price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or
as) the entity satisfies a performance obligation at a point in time or over time.

The Group satisfies a performance obligation and recognizes revenue over time, if one of the following criteria is
met:
 The customer simultaneously receives and consumes the benefits provided by the Group’s performance as
the Group performs; or
 The Group’s performance creates or enhances an asset that the customer controls as the asset is created or
enhanced; or
 The Group’s performance does not create an asset with an alternative use to the Group and the entity has an
enforceable right to payment for performance completed to date.

For performance obligations where one of the above conditions are not met, revenue is recognized at the point in
time at which the performance obligation is satisfied.

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that
reflects the consideration we expect to receive in exchange for those products or services.

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4.19 Other Income

Interest Income

For all debt instruments measured either at amortised cost or at fair value through other comprehensive income,
interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the
estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period,
where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability.
When calculating the effective interest rate, the Group estimates the expected cash flows by considering all the
contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but
does not consider the expected credit losses. Interest income is included in finance income in the statement of
profit and loss.

Interest income on fixed deposits is recognized on a time proportion basis taking into account the amount
outstanding and the applicable interest rate.

Dividend income

Dividend income is recognized at the time when right to receive the payment is established, which is generally
when the shareholders approve the dividend and it is probable that the economic benefit associate with the dividend
will flow to the Group, and the amount of the dividend can be measured reliably.

4.20 Foreign currency transactions

Functional and presentation Currency

The Financial statements are presented in Indian Rupee (₹) which is also the functional and presentation currency
of the Group.

Transaction and Balances

Transactions in foreign currencies are translated to the functional currency of the Group, at exchange rates in effect
at the transaction date. At each reporting date monetary assets and liabilities denominated in foreign currencies are
translated at the exchange rate in effect at the date of the financial statement. The translation for other non-
monetary assets and liabilities are not updated from historical exchange rates unless they are carried at fair value.

4.21 Earnings per share

Basic earnings per share are calculated by dividing the profit attributable to owners of the Group by the weighted
average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares
issued during the year and excluding treasury shares.

Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into
account, the after income tax effect of interest and other financing costs associated with dilutive potential equity
shares and the weighted average number of additional equity shares that would have been outstanding assuming
the conversion of all dilutive potential equity shares.

4.22 Segment Reporting

Operating segments are identified and reported in a manner consistent with the internal financial reporting provided
to the chief operating decision makers responsible for allocating resources and assessing performance of the
operating segments.

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 4.23 Events after reporting date

Where events occurring after the Balance Sheet date provide evidence of conditions that existed at the end of the
reporting period, the impact of such events is adjusted within the Restated Consolidated Financial Information.
Non adjusting events after the Balance Sheet date which are material in size or nature are disclosed separately in
the Restated Consolidated Financial Information.

Results of Operations

The following table sets forth select financial data from our restated consolidated statement of profit and loss for the
period ended September 30, 2025 and for Fiscal 2025, Fiscals 2024, and fiscal 2023 the components of which are also
expressed as a percentage of total income for such years/ period
Rs in Lakhs
Period
ended Fiscal Fiscal Fiscal
Particulars
September 2025 2024 2023
30, 2025
Revenue from Operations 4,949.88 7,072.40 4,789.01 4,423.69
As % of Total Income 99.50% 99.67% 99.45% 99.95%
Other Income 25.09 23.44 26.30 2.33
As % of Total Income 0.50% 0.33% 0.55% 0.05%
Total Income 4,974.97 7,095.84 4,815.31 4,426.02
EXPENSES
Cost of Rendering Services 397.64 525.33 513.35 357.53
As % of Total Income 7.99% 7.40% 10.66% 8.08%
Purchase of Medical Consumable and Drugs 1,225.80 2,020.60 517.65 594.46
As % of Total Income 24.64% 28.48% 10.75% 13.43%
Changes in Inventories of Medical Consumable and
241.34 (512.68) (62.78) (98.58)
Drugs
As % of Total Income 4.85% -7.23% -1.30% -2.23%
Employee benefits expenses 374.63 745.67 635.38 569.23
As % of Total Income 7.53% 10.51% 13.19% 12.86%
Finance cost 100.31 139.09 74.75 34.24
As % of Total Income 2.02% 1.96% 1.55% 0.77%
Depreciation and Amortization expense 141.72 204.69 215.86 143.40
As % of Total Income 2.85% 2.88% 4.48% 3.24%
Other expenses 815.25 1,430.90 1,257.94 994.50
As % of Total Income 16.39% 20.17% 26.12% 22.47%
Total Expenses 3,296.69 4,553.59 3,152.15 2,594.78
As % of Total Income 66.27% 64.17% 65.46% 58.63%
Profit / (Loss) before Exceptional Items and Tax 1,678.29 2,542.25 1,663.16 1,831.24
As % of Total Income 33.73% 35.83% 34.54% 41.37%
Exceptional Items - - - -
As % of Total Income 0.00% 0.00% 0.00% 0.00%
Profit / (Loss) before Tax 1,678.29 2,542.25 1,663.16 1,831.24
As % of Total Income 33.73% 35.83% 34.54% 41.37%
Tax Expense
(a) Current tax 424.45 613.27 586.37 456.59
(b) Deferred tax 3.28 16.24 45.10 22.11
Total Tax Expense 427.73 629.51 631.47 478.70
As % of Total Income 8.60% 8.87% 13.11% 10.82%
Profit / (Loss) for the Period 1,250.56 1,912.74 1,031.69 1,352.54
As % of Total Income 25.14% 26.96% 21.43% 30.56%
Other Comprehensive Income

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 Period
ended Fiscal Fiscal Fiscal
Particulars
September 2025 2024 2023
30, 2025
A (i) Items that will not be reclassified to profit and loss 5.16 18.39 28.96 (9.00)
Total Comprehensive Income for the period 1,255.72 1,931.13 1,060.66 1,343.54
Earnings Per Equity Share
Basic EPS 2.04 3.12 1.68 2.20
Diluted EPS 2.04 3.12 1.68 2.20
Principal Components of Income and Expenditure:

 Total Income/ Revenue

Total income comprises of (i) Revenue from Operations and (ii) Other Income

1) Revenue from Operations: Revenue from operation consist of Revenue from rendering of Healthcare Services
and Sale of Products
2) Other Income: Other income of our company comprises of Interest from tax refunds and loans and gain on
sale of subsidiary, Other professional receipts and Unclaimed Balances and Excess Provisions Written Back

 Expenses

Total Expenses includes (i) Cost of Rendering Services, (ii) Purchase of Medical Consumable and Drugs, (iii)
Changes in Inventories of Medical Consumable and Drugs, (iv) Employee benefits expenses, (v) Finance cost
(vi) Depreciation and Amortization Expense and (vii) Other expenses.

Component of Total Income:

Total Revenue / Income

(₹In Lakhs)
Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Revenue from Operation 4,949.88 7,072.40 4,789.01 4,423.69
As % of Total Revenue 99.50% 99.67% 99.45% 99.95%
Other Income 25.09 23.44 26.30 2.33
As % of Total Revenue 0.50% 0.33% 0.55% 0.05%
Total Revenue / Income 4,974.97 7,095.84 4,815.31 4,426.02

The Total Revenue of our company was ₹ 4974.97 lakhs for the period ended September 30, 2025, ₹7095.84 lakhs in
fiscal 2025, ₹4,815.31 lakhs in fiscal 2024 and ₹4,426.02 lakhs in fiscal 2023.

Total revenue consists of Revenue from operations and Other Income, our company has reported the Revenue from
operations of₹ 4,949.88 lakhs, ₹7,072.40 lakhs, ₹4,789.01 lakhs and ₹4,423.69 lakhs for the period ended September
30, 2025, fiscal 2025, fiscal 2024 and fiscal 2023 respectively. Revenue from operations contributes 99.50%, 99.67%,
99.45% and 99.95% of the total income for the period ended September 30, 2025, fiscal 2025, fiscal 2024 and fiscal
2023 respectively.

Company has earned the Other income of ₹ 25.09 lakhs, ₹23.44 lakhs, ₹26.30 lakhs and ₹2.33 lakhs for period ended
September 30, 2025, fiscal 2025, fiscal 2024 and fiscal 2023 respectively. Other income contributes 0.50%, 0.33%,
0.55% and 0.05% of the total income for period ended September 30, 2025, fiscal 2025, fiscal 2024 and fiscal 2023
respectively.

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The following is the Income mix of Revenue from Operations:
(₹in Lakhs)
Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Revenue from Operation
Revenue from rendering of Healthcare Services 3,521.90 5,900.16 4,593.81 4,401.43
As % of Revenue from Operations 71.15% 83.43% 95.92% 99.50%
Sale of Products 1,427.99 1,172.24 195.20 22.26
As % of Revenue from Operations 28.85% 16.57% 4.08% 0.50%
Total Revenue from Operations 4,949.88 7,072.40 4,789.01 4,423.69

Our revenue from operations comprise of Revenue from rendering of Healthcare Services and Sales of products.
Revenue from rendering of Healthcare Services was ₹ 3,521.90 lakhs for the period ended September 30, 2025,
₹5,900.16 lakhs in fiscal 2025, ₹4,593.81 lakhs in fiscal 2024 and ₹4,401.43 lakhs in fiscal 2023. Revenue from
rendering of Healthcare Services as percent of Revenue from operations was 71.15% for the period ended September
30, 2025, 83.43% in fiscal 2025, 95.92% in fiscal 2024 and 99.50% in fiscal 2023.

The following is the mix of Other Income:

(₹in Lakhs)
Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Interest Income
From Bank - 0.47 0.40 0.48
From Income Tax Refund - - 0.89 -
Loan Given 20.00 22.44 - -
Total Interest Income 20.00 22.91 1.29 0.48
As % of Total Other Income 79.71% 97.74% 4.90% 20.60%
Gain on Subsidiary Sale 3.24 - - -
As % of Total Other Income 12.91% - - -
Other Professional Receipts - - - 1.85
As % of Total Other Income - - - 79.40%
Unclaimed Balances and Excess Provisions
1.85 0.53 25.01 -
Written Back
As % of Total Other Income 7.37% 2.26% 95.10% 0.00%
Total Other Income 25.09 23.44 26.30 2.33

Our Other income for the period ended September 30, 2025, fiscal 2025, fiscal 2024 and fiscal 2023 was reported at
₹ 25.09 lakhs, ₹23.44 lakhs, ₹26.30 lakhs and ₹2.33 lakhs respectively. Other income primarily comprise of Interest
income from banks, gain on sale of subsidiary, interest on loan to others, income tax refund, other professional receipts
and Unclaimed Balances and Excess Provisions Written Back.

The following is the mix of Total Expenses

(₹in Lakhs)
Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Cost of Rendering Services 397.64 525.33 513.35 357.53
As % of Total Expenditure 12.06% 11.54% 16.29% 13.78%
Purchase of Medical Consumable and Drugs 1,225.80 2,020.60 517.65 594.46

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 Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
As % of Total Expenditure 37.18% 44.37% 16.42% 22.91%
Changes in Inventories of Medical Consumable
241.34 (512.68) (62.78) (98.58)
and Drugs
As % of Total Expenditure 7.32% -11.26% -1.99% -3.80%
Employee benefits expenses 374.63 745.67 635.38 569.23
As % of Total Expenditure 11.36% 16.38% 20.16% 21.94%
Finance cost 100.31 139.09 74.75 34.24
As % of Total Expenditure 3.04% 3.05% 2.37% 1.32%
Depreciation and Amortization Expense 141.72 204.69 215.86 143.40
As % of Total Expenditure 4.30% 4.50% 6.85% 5.53%
Other expenses 815.25 1,430.90 1,257.94 994.50
As % of Total Expenditure 24.73% 31.42% 39.91% 38.33%
Total Expenditure 3,296.69 4,553.59 3,152.15 2,594.78

For the Period Ended September 30, 2025

Total Income/Revenue

Total income for the period ended September 30, 2025 was ₹ 4,974.97 lakhs, which comprised of revenue from
operations amounting to ₹ 4,949.88 lakhs and Other Income contributing to ₹ 25.09 lakhs. Revenue from Operations
and other income contributed 99.50% and 0.50% to the total income respectively.

Revenue from Operations

Revenue from operations for the period ended September 30, 2025, was reported at ₹ 4,949.88 lakhs, which comprised
of Revenue from rendering of Healthcare Services amounting to ₹ 3,521.90 lakhs, Revenue from Sale of Products
worth ₹ 1,427.99 lakhs. Revenue from rendering of Healthcare Services and Sale of Products has contributed 71.15%
and 28.85% to the revenue from operations respectively.

Revenue from operations comprised Revenue from rendering of Healthcare Services amounting to ₹ 3,521.90 lakhs
which is 71.15% of the revenue from operations and Sale of products amounting to ₹ 1,427.99 lakhs which is 28.85%
of revenue from operations.

Major contribution in revenue from rendering of health care services came from IVF treatment which amounted to
₹ 3,393.44 Lakhs and contributed 68.55% to revenue from operations, then hospital contributed ₹ 128.55 lakhs and
2.60% to revenue from operations and finally pharmacy business contributed ₹ 1,427.99 lakhs and 28.85% to the
revenue from operations.

Total Expenses

Total expenses for the period ended September 30, 2025 was ₹ 3,296.68 lakhs, which accounted to 66.27% of the
Total Income. Total expenses of company for the said period comprised of Cost of Rendering Services, Purchase of
Medical Consumable and Drugs, Changes in Inventories of Medical Consumable and Drugs, Employee Benefits
Expense, Finance Cost, Depreciation and Amortization Expense and Other Expenses.

Cost of Rendering Services

Cost of rendering services for the period ended September 30, 2025 amounted to ₹ 397.64 lakhs which was 7.99% of
the Total Income. The major item in cost of rending services is fees paid to doctors which accounted for ₹ 200.34
lakhs during the period ended September 30, 2025.

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Purchase of Medical Consumable and Drugs

Company has incurred ₹ 1,225.80 lakhs towards Purchase of Medical Consumable and Drugs for the period ended
September 30, 2025. As percent of Total income, it was 24.64%, this is the major part of the total expenses which
accounted to 37.18% of the total expenses.

Changes in Inventories

Change in inventory was recorded at ₹ 241.34 lakhs for the period ended September 30, 2025. Company has aggregate
inventory of ₹ 722.95 lakhs at the beginning of the financial year fiscal 2026 compared to ₹ 210.27 lakhs in fiscal
2025 and closing inventory of Medical Consumable and Drugs as at September 30, 2025 was ₹ 481.61 lakhs.

Employee Benefits Expenses

Employees expenses for the period ended September 30, 2025 was ₹ 374.63 lakhs and which was 7.53% of the total
income. Employee expenses comprised of Salaries, allowances and benefits to employees amounting to ₹ 352.01
lakhs, Contribution to Provident Fund and Other Funds of ₹ 17.01 lakhs and ₹ 5.61 lakhs were incurred for Staff
Welfare Expenses.

Finance Cost

During the period ended September 30, 2025, company has incurred ₹ 100.31 lakhs towards finance cost. The major
part of finance cost is Interest on borrowings amounting to ₹ 80.43 lakhs. Also there was Lease liabilities and
Processing Fees of ₹ 7.25 lakhs and ₹ 12.63 lakhs. Total Finance cost contributed to 2.02% of the Total Income.

Depreciation and Amortization Expense

Company has charged ₹ 141.72 lakhs towards Depreciation and amortization expenses for the period ended September
30, 2025 which was 16.39% of the Total Income. Depreciation comprised of Depreciation on Property, Plant and
Equipment to the extent of ₹ 70.20 lakhs and Depreciation on ROU asset of ₹ 12.24 lakhs. Amortization of intangible
asset was ₹ 59.28 lakhs during the said period.

Other Expenses

Other expenses for period ended September 30, 2025 was ₹ 815.25 lakhs and was 16.39% of the total income. The
major part of Other expense, comprised of Advertisement expenses of ₹ 314.72 lakhs, Bank Charges of ₹ 21.95 lakhs,
Housekeeping expenses of ₹ 22.13 lakhs, Director sitting fees of ₹ 12.40 lakhs, Directors sitting fees of ₹12.40 lakhs,
electricity expenses of ₹ 18.75 lakhs, Legal and Professional fees of ₹ 126.68 lakhs, Rates & Taxes of ₹ 36.24 lakhs,
Rent of ₹ 129.05 lakhs, Repair & Maintenance of ₹ 31.21 lakhs, Expected Credit Loss of ₹ 14.90 lakhs and Travelling
& Conveyance Expenses of ₹ 39.75 lakhs. These expenses collectively accounted for 94.18% of the Total Other
Expenses.

Profit / (loss) Before Tax

Company has generated Profit Before Tax (PBT) of ₹ 1,678.29 lakhs with margin of 33.73%, PBT margins are bit
lower as compared to 35.83% in fiscal 2025 due to increase in total expenses, total expenses as percent of revenue for
the period ended September 30, 2025 was 66.27% as compared to 64.17% in fiscal 2025. Also decrease in closing
stock has also contributed to higher total cost resulting to lower margins for the said period.

Tax Expenses

Tax expenses during the period was amounted to ₹ 427.73 lakhs which comprise of current tax of ₹ 424.45 lakhs and
Deferred Tax of 3.28 lakhs.

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Profit / (loss) After Tax

During the period ended September 30, 2025, company has generated post tax profit of ₹ 1,250.56 lakhs with PAT
margin of 25.14%. PAT margins are down by 1.82% compared to 26.96% in Fiscal 2025 due to higher total expenses.

Fiscal 2025 as Compared to Fiscal 2024

Total Income/Revenue

Total income for fiscal 2025 was reported at ₹7,095.84 lakhs which comprised of Revenue from operations of
₹7,072.40 lakhs and other income of ₹23.44 lakhs. Total income has grown by ₹2,280.53 lakhs and by 47.36%
compared to total income of ₹4,815.31 lakhs in fiscal 2024. Increase in total income was result of increase in revenue
from operations by ₹2,283.39 lakhs and by 47.68% compared to fiscal 2024.

Revenue from Operations

Revenue from operations for fiscal 2025 was reported was ₹7,072.40 lakhs that has increased by ₹2,283.39 lakhs and
by 47.68% compared to ₹4,789.01 lakhs in fiscal 2024. Also there been higher realisation of ET transfer, which led
to the rise in revenue from operations.

Revenue from operations comprised Revenue from rendering of Healthcare Services of Rs 5,900.16 lakhs, which
increased by ₹1,306.35 lakhs and by 28.44% from fiscal 2024 and Sale of Products was ₹1,172.24 lakhs which
increased by ₹977.04 lakhs and by 500.53% from fiscal 2024. Revenue from rendering of Healthcare Services and
Sale of Products was 83.43% and 16.57% of Revenue from operations.

Major contribution in revenue from rendering of health care services came from IVF treatment which grown by
31.45% compared to last year to ₹5,554.38. Revenue from hospital was ₹345.78 lakhs and revenue from pharmacy
was contributed to ₹1,172.24 lakhs and 16.57% of the revenue from operations. Increase in Revenue from operations
was mainly supported by number of Embryo transfer, the number of embryo transfer has increased by 29.08% to 1,913
in fiscal 2025 compared to 1,482 in fiscal 2024.

Our Company has performed 1,563 Ovum pickup (OPU) and 1,913 Embryo transfer (ET) during fiscal 2025 as
compared to 2,229 ovum pickup and 1,482 Embryo transfer in fiscal 2024. Also number of cycle performed during
the fiscal 2025 declined by 6.33% to 3,476 cycle compared to 3,711 cycle in fiscal 2024. We have realised Average
revenue per patient of ₹3.55 lakhs which has increased by 87.83% in fiscal 2025 compared to ₹1.89 lakhs in the fiscal
2024. Though the number of OPU has declined in fiscal 2025 compared to last fiscal, however increased number of
ET has led to the higher realisation per patient.

Also, Revenue from pharmacy has increased significantly by 500.53% to ₹1,172.24 lakhs in fiscal 2025 compared to
₹195.20 lakhs in fiscal 2024

Increase in ARPP, increase in number of ET and increase in revenue from sale of product has collectively led to
increase in revenue from operations.

Total Expenses

Total Expenses for fiscal 2025 was ₹4,553.59 lakhs, which has increased by 44.46% and by ₹1,401.44 lakhs compared
to ₹3,152.15 lakhs in fiscal 2024. Total expenses as a percent of total revenue was 64.17% which has gone down by
1.29% from fiscal 2024. Total expenses of company for the said period comprised of Cost of Rendering Services,
Purchase of Medical Consumable and Drugs, Changes in Inventories of Medical Consumable and Drugs, Employee
Benefits Expense, Finance Cost, Depreciation and Amortization Expense and Other Expenses.

Page 304 of 475

Cost of Rendering Services

Cost of rendering Services for fiscal 2025 was ₹525.33 lakhs compared to ₹513.35 lakhs in fiscal 2024, it has increased
by ₹11.98 lakhs and by 2.33% fiscal 2024. This primarily consists of fee paid to professional consultant doctors for
treatment. Cost of rendering Services is 11.54% to the total expenditure and 7.40% to the Total Revenue during the
fiscal 2025.

Purchase of Medical Consumable and Drugs

Purchase of Medical Consumable and Drugs for fiscal 2025 was recorded at ₹2,020.60 lakhs compared to ₹517.65
lakhs in fiscal 2024, for fiscal 2025 it has increased by ₹1,502.94 lakhs and by 290.34% from fiscal 2024. Purchase
of Medical Consumable and Drugs as a percent of total expenditure and total revenue was 44.37% and 28.48%
respectively. As percent of total revenue, purchases has increased from 10.75% in fiscal 2024 to 28.48% in fiscal
2025.

Changes in Inventories

Change in inventory for fiscal 2025 was negative to the extent of ₹512.68 lakhs. We had aggregate opening inventory
of ₹210.27 lakhs in fiscal 2025 compared to ₹149.96 lakhs in fiscal 2024. Closing inventory for fiscal 2025 was
₹722.95 lakhs compared to ₹210.27 lakhs in fiscal 2024.

Employee Benefit Expenses

Employee benefit expenses for fiscal 2025 was ₹745.67 lakhs which increased by ₹110.29 lakhs and by 17.36%
compared to ₹635.38 lakhs in fiscal 2024. Major part of the employee expense was Salaries, allowances and benefits
to employees of ₹701.09 lakhs, Contribution to provident and other fund ₹19.91 lakhs and ₹24.67 lakhs towards Staff
Welfare Expense. Employee benefit expenses primarily increased due to increase in number of Doctors and Admin,
Managerial and Support Staffs and general hike in salaries. However, as percent of total revenue, the employee cost
decreased to 10.51% in fiscal 2025 compared to 13.19% in fiscal 2024.

Finance Cost

Company has incurred ₹139.09 lakhs as finance cost in fiscal 2025. Finance cost comprised of ₹123.61 lakhs towards
the interest on bank borrowings and ₹15.48 lakhs for lease liabilities. Finance cost increased by ₹64.34 lakhs and by
86.07% from ₹74.75 lakhs in fiscal 2024. Increase in interest payment was resulted from increase in Drop down
overdraft facility from bank under short term borrowings to manage the working capital, this has increased from
₹1,361.10 lakhs in fiscal 2024 to ₹1,493.91 lakhs in fiscal 2025. Also, there was Overdraft used for ₹206.91 lakhs in
fiscal 2025.

Depreciation and Amortisation

Depreciation and amortisation of ₹204.69 lakhs were charged during fiscal 2025, which has decreased by ₹11.17 lakhs
and by 5.17% compared to ₹215.86 lakhs in fiscal 2024. As a part of total depreciation, ₹72.55 lakhs was charged as
Depreciation on Property, Plant and Equipment, ₹108.05 lakhs for Amortization of Intangible Assets and ₹24.09 lakhs
was charged for Depreciation on ROU Asset. Depreciable asset consists of Property, Plant and Equipment, Other
Intangible Assets and Right of Use Assets. Major part of depreciation is Amortization of Intangible Assets, for fiscal
2024, Gross block of other intangible assets was ₹738.50 lakhs which comprises of ₹738.82 lakhs was towards
Development of SOP.

Other Expenses

Other expenses accounted to ₹1,430.90 lakhs during fiscal 2025, which increased by ₹172.96 lakhs and by 13.75%
compared to ₹1,257.94 lakhs in fiscal 2024. Other expenses as percent of total income was 20.17% in fiscal 2025
compared to 26.12% in fiscal 2024. Major part of the other expenses was Advertisement expenses which increased
by ₹14.75 lakhs to ₹584.89 lakhs, Legal & Professional expenses increased by ₹85.85 lakhs to ₹199.64 lakhs and

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Rent Expenses increased by ₹18.90 lakhs to ₹250.20 lakhs. These major expenses contributed 72.31% to the total of
other expenses during fiscal 2025.

Profit / (loss) Before Tax

Profit before tax (PBT) for fiscal 2025 was ₹2,542.25 lakhs which increased by ₹879.09 lakhs and by 52.86%
compared to ₹1,663.16 lakhs in fiscal 2024. Profitability has increased with increase in revenue in absolute terms and
also, fall in total expenditure as percent of revenue from 65.46% in fiscal 2024 to 64.17% in fiscal 2025, also increase
in revenue from pharmacy has positively impacted overall profitability.

Tax Expenses

Total tax expenses of ₹629.51 lakhs were incurred in fiscal 2025. It consists of ₹613.27 lakhs towards current taxes
and ₹16.24 lakhs towards Deferred Tax.

Profit / (loss) After Tax

Profitability in Fiscal 2025 increased by 85.40% to ₹ 1,912.74 lakhs, compared to ₹ 1,031.69 lakhs in Fiscal 2024.
The primary driver of this growth was the rise in the number of embryo transfers, which increased from 1,482 in Fiscal
2024 to 1,913 in Fiscal 2025. Since the major costs related to medication and consumables are incurred during the
OPU stage, this shift resulted in a higher average revenue per patient, increasing to ₹ 3.55 lakhs in Fiscal 2025 from
₹ 1.89 lakhs in Fiscal 2024 which has led to higher profitability and margins.

Also the overall cost as percent of total income has fallen from 65.46% in fiscal 2024 to 64.17% in fiscal 2025 has
added to the profitability during the year. Also, in pharmacy business, company has entered into wholesale of medicine
and consumables which directly added to Profitability.

Fiscal 2024 as Compared to Fiscal 2023

Total Income/Revenue

Total income for fiscal 2024 was reported at ₹4,815.31 lakhs which comprised of Revenue from operations of
₹4,789.01 lakhs and other income of ₹26.30 lakhs. Total income has grown by ₹389.29 lakhs and by 8.80% compared
to total income of ₹4,426.02 lakhs in fiscal 2023. Increase in total income was result of increase in revenue from
operations by ₹365.32 lakhs and by 8.26% compared to fiscal 2023.

Revenue from Operations

Revenue from operations for fiscal 2024 was reported was ₹4,789.01 lakhs that has increased by ₹365.32 lakhs and
by 8.26% compared to ₹4,423.69 lakhs in fiscal 2023.

Revenue from operations comprised Revenue from rendering of Healthcare Services of Rs 4,593.81 lakhs, which
increased by ₹192.38 lakhs and by 4.37% from fiscal 2023 and Sale of Products was ₹195.20 lakhs which increased
by ₹172.94 lakhs and by 776.91% from fiscal 2023. Revenue from rendering of Healthcare Services and Sale of
Products was 95.92% and 4.08% as percent of Revenue from operations.

Major contribution in revenue from rendering of health care services came from IVF treatment which comprised of
88.17% of revenue from operations to ₹4,015.24 lakhs which increased by 5.16% compared to ₹4,222.42 lakhs in
fiscal 2024. Revenue from hospital contributed 7.76% to revenue from operations to ₹371.39 lakhs, and revenue from
pharmacy contributed 4.08% to revenue from operations to ₹195.20 lakhs.

Our company has performed 2,229 Ovum pickup and 1,482 Embryo transfer during fiscal 2024 compared to 1,167
ovum pickup and 2,345 Embryo transfer in fiscal 2023. We have realised Average revenue per patient of ₹1.89 lakhs
which decreased by 5.06% over the fiscal 2023. Also number of cycle performed during the fiscal 2024 increased by
5.67% to 3,711 cycle compared to fiscal 2023.

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Increase in ovum pickup and number of cycle performed as well as increase in revenue from sale of products has
collectively led to increase in Revenue from operations.

Total Expenses

Total Expenses for fiscal 2024 was ₹3,152.15 lakhs, which has increased by 21.48% and by ₹557.37 lakhs compared
to ₹2,594.86 lakhs in fiscal 2023. Total expenses as a percent of total revenue was 65.46% which has gone up 6.84%
from 58.63% in fiscal 2023. Total expenses of company for the said period comprised of Cost of Rendering Services,
Purchase of Medical Consumable and Drugs, Changes in Inventories of Medical Consumable and Drugs, Employee
Benefits Expense, Finance Cost, Depreciation and Amortization Expense and Other Expenses.

Decrease in purchase of medical consumables and drugs was the prime reason for fall in total expenses.

Cost of Rendering Services

Cost of rendering Services for fiscal 2024 was ₹513.35 lakhs compared to ₹357.53 lakhs in fiscal 2023, for fiscal
2024 it has increased by ₹155.82 lakhs and by 43.58% from fiscal 2023. This primarily consists of fee paid to
professional consultant doctors for treatment. Cost of rendering Services as percent is 12.23% to the total expenditure
and 8.45% to the Total Revenue during the fiscal 2024. Cost of rendering Services has increased due to increase in
number of OPU and number of cycled performed.

Purchase of Medical Consumable and Drugs

Purchase of Medical Consumable and Drugs for fiscal 2024 was ₹517.65 lakhs compared to ₹594.46 lakhs in fiscal
2023, for fiscal 2024 it has decreased by ₹76.81 lakhs and by 12.92% from fiscal 2023. Purchase of Medical
Consumable and Drugs as a percent of total expenditure and total revenue was 16.42% and 10.75% respectively. As
percent of total income, purchases has fallen from 13.43% in fiscal 2023 to 10.75% in fiscal 2024. Purchases during
the year was lower because of higher inventory received from last fiscal.

Changes in Inventories

Change in inventory for fiscal 2024 was ₹(62.78) lakhs. We had aggregate opening inventory of ₹149.96 lakhs in
fiscal 2024 compared to ₹48.91 lakhs in fiscal 2023. Closing inventory for fiscal 2024 was ₹210.27 lakhs, adjusted of
inventory written off to the extent of ₹ 2.47 lakhs, compared to closing inventory of ₹147.49 lakhs in fiscal 2023.

Employee Benefit Expenses

Employee benefit expenses for fiscal 2024 was ₹635.38 lakhs which increased by ₹66.15 lakhs and by 11.62%
compared to ₹569.23 lakhs in fiscal 2023. Major part of the employee expense was Salaries, allowances and benefits
to employees of ₹601.60 lakhs, Contribution to provident and other fund ₹18.43 lakhs and ₹15.35 lakhs towards Staff
Welfare Expense. Employee benefit expenses primarily increased due to increase in number of Doctors and Admin,
Managerial and Support Staffs and general hike in salaries. However, as percent of total revenue the employee cost
increased to 13.19% compared to 12.86% in fiscal 2023.

Finance Cost

Company has incurred ₹74.75 lakhs as finance cost in fiscal 2024. Finance cost comprised of ₹59.40 lakhs towards
the interest on bank borrowings and ₹15.35 lakhs for lease liabilities. Finance cost increased by ₹40.51 lakhs and by
118.31% from ₹34.24 lakhs in fiscal 2023. Increase in interest payment was resulted from increase in Drop down
overdraft facility from bank under short term borrowings to manage the working capital, this has increased from
₹750.89 lakhs in fiscal 2023 to ₹1,361.80 lakhs in fiscal 2024.

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Depreciation and Amortisation

Depreciation and amortisation of ₹215.86 lakhs were charged during fiscal 2024, which has increased by ₹72.46 lakhs
and by 50.53% compared to ₹143.40 lakhs in fiscal 2023. As a part of total depreciation, ₹69.17 lakhs was charged
as Depreciation on Property, Plant and Equipment, ₹127.01 lakhs for Amortization of Intangible Assets and ₹19.68
lakhs was charged for Depreciation on ROU Asset. Depreciable asset consists of Property, Plant and Equipment,
Other Intangible Assets and Right of Use Assets. Major part of depreciation is Amortization of Intangible Assets, for
fiscal 2024, Gross block of other intangible assets was ₹1,264.11 lakhs which comprises of ₹1,249.72 lakhs of
trademarks and ₹14.39 lakhs of Software’s. Also there was addition on lease hold improvement of ₹203.34 lakhs
under Property, Plant & Equipments on account of opening of new centre and revamp of two existing centre.

Other Expenses

Other expenses accounted to ₹1,257.94 lakhs during fiscal 2024, which increased by ₹263.44 lakhs and by 26.49%
compared to ₹994.50 lakhs in fiscal 2023. Other expenses as percent of total income was 26.12% in fiscal 2024
compared to 22.47% in fiscal 2023. Major part of the other expenses was Advertisement expenses of ₹ 570.14 lakhs,
Housekeeping expenses of ₹ 68.91 lakhs, security expenses of ₹ 17.41 lakhs, CSR expense of ₹ 23.38 lakhs,
Electricity expenses of ₹ 47.44 lakhs, Legal and Professional expense of ₹ 113.79 lakhs, Rent of ₹ 231.30 lakhs, and
Travelling expenses of ₹ 44.52 lakhs, which collectively contributed 88.79% to the Other expenses

Profit / (loss) Before Tax

Profit before tax (PBT) for fiscal 2024 was ₹1,663.16 lakhs which decreased by ₹168.08 lakhs and by 9.18% compared
to ₹1,831.24 lakhs in fiscal 2023. Profitability has decreased marginally due to higher cost of rendering services and
increase in overall total expenses.

Tax Expenses

Total tax expenses of Rs 631.47 lakhs were incurred in fiscal 2024. It consists of ₹586.36 lakhs towards current taxes
and ₹45.10 lakhs towards Deferred Tax.

Profit / (loss) After Tax

Profit after tax for the ₹1,031.69 lakhs were reported for fiscal 2024, which decreased by ₹320.85 lakhs and by 23.72%
compared to ₹1,352.54 lakhs in fiscal 2023. Profit after tax as percent of total income or profit margin was 21.43%
compared to 30.56% in fiscal 2023.

The prime reason for fall in profitability and margin was decrease in ARPP which fell by 45.06% over the fiscal 2023
to ₹ 1.89 lakhs per patient in fiscal 2024. Also, total expenses as percent of total income has increased to 65.46% in
fiscal 2024 compared to 58.63% in fiscal 2023.

The fall in ARPP and increase total expenses has collectively led to fall in profitability and margins.

Analysis of Cash Flow Statement

₹ in Lakhs
Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Net Cash Flow Generated from Operating Activities 235.56 871.76 344.06 2,385.34
Net Cash Flow from Investing Activities (544.12) (1,517.42) (540.16) (1,562.68)
Net Cash Flow from Financing Activities 248.92 181.66 (124.11) 525.45
Net Increase In Cash and Cash Equivalents (59.63) (464.00) (320.21) 1,348.11
Opening Cash and Cash Equivalents 721.50 1,185.50 1,505.71 157.60

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 Period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Closing Cash and Cash Equivalents 661.87 721.50 1,185.50 1,505.71

Net Cash Flow Generated from Operating Activities

For the Period Ended September 30, 2025

Net Cash Flow from operations was ₹ 235.56 lakhs, operating profit before working capital change was ₹ 1,910.14
lakhs post adjustment of Depreciation and amortization expense and other non-operating income and expenses
collectively amounting to ₹ 226.69 lakhs. Cash outflow due to increase in current asset collectively to the extent of
₹ 1,459.47 lakhs was adjusted of decrease in current liabilities for ₹ 23.12 lakhs. Post adjustment of working capital
change and tax outflow of ₹ 191.99 lakhs, the net cash generated from operations was ₹235.56 lakhs.

Fiscal 2025

Net Cash Flow from operations was ₹871.76 lakhs, operating profit before working capital was ₹2,889.07 lakhs post
adjusting of Depreciation and amortization expense and other non-operating income and expenses collectively
amounting to ₹328.42 lakhs. Cash used in current assets was collectively increased by ₹2,905.42 lakhs adjusted of
increase in current liabilities of ₹1,356.82 lakhs. Post adjustment of working capital change and tax outflow of ₹468.70
lakhs, the net cash generated from operations was ₹871.76 lakhs.

Fiscal 2024

Net Cash Flow from operations was ₹344.06 lakhs, operating profit before working capital was ₹1,934.00 lakhs post
adjusting of Depreciation and amortization expense and other non-operating income and expenses collectively
amounting to ₹241.88 lakhs. Cash used in current assets was collectively increased by ₹1,439.13 lakhs adjusted of
increase in current liabilities of ₹31.66 lakhs. Post adjustment of working capital change and tax outflow of ₹ 182.47
lakhs, the net cash generated from operations was ₹344.06 lakhs.

Fiscal 2023

Net Cash Flow from operations was ₹2,385.34 lakhs, operating profit before working capital was ₹2,008.40 lakhs
post adjusting of Depreciation and amortization expense and other non-operating income and expenses collectively
amounting to ₹186.16 lakhs. Cash generated from current assets was collectively amounted to ₹860.98 lakhs adjusted
of decrease in current liabilities of ₹9.11 lakhs. Post adjustment of working capital change and tax outflow of ₹474.93,
the net cash generated from operations was ₹2,385.34 lakhs.

Net Cash Flow Generated from Investing Activities

For the Period Ended September 30, 2025

Net Cash Flow generated from Investing Activities was negative to the extent of ₹ 544.12 lakhs. This was primarily
on account of Purchase of Property, Plant and Equipment and Intangible Assets including ROU of ₹ 567.36 lakhs
adjusted of Investment realised of ₹ 20.00 lakhs and ₹ 3.24 lakhs on account of interest received from banks and bank
deposits.

Fiscal 2025

Net Cash Flow generated from Investing Activities was negative to the extent of ₹1,517.42 lakhs. This was primarily
on Purchase of Property, Plant and Equipment and Intangible Assets including ROU by ₹887.84 lakhs, purchase of
non-current investment of ₹500.00 lakhs, corporate loan increased by ₹400 lakhs, increase in non current despoit by

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₹2.50, movement in capital advances to related party of ₹250 lakhs and Interest Received from Banks on Bank
Deposits of ₹22.92 lakhs.

Fiscal 2024

Net Cash Flow generated from Investing Activities was negative to the extent of ₹540.16lakhs. This was primarily on
Purchase of Property, Plant and Equipment and Intangible Assets including ROU by ₹278.66 lakhs, increase in capital
advances of ₹250 lakhs, decrease in non-current investment of ₹0.10 lakhs, increase in non-current deposits by ₹12
lakhs and Interest Received from Banks on Bank Deposits of ₹0.40 lakhs.

Fiscal 2023

Net Cash Flow generated from Investing Activities was negative to the extent of ₹1,562.68 lakhs. This was primarily
on Purchase of Property, Plant and Equipment and Intangible Assets including ROU by ₹1,525.64 lakhs, purchase of
investment of ₹37.29 lakhs adjusted of Interest Received from Banks on Bank Deposits of ₹0.25 lakhs.

Net Cash Flow Generated from Financing Activities

For the Period Ended September 30, 2025

Net Cash Flow generated from Financing Activities was ₹ 248.92 lakhs. This was primarily due to increase in
borrowings by ₹ 357.93 lakhs, repayment of lease liabilities of ₹ 8.69 lakhs and interest payment on borrowings
amounting to ₹ 100.31 lakhs.

Fiscal 2025

Net Cash Flow generated from Financing Activities was ₹181.66 lakhs. This was primarily on account of proceeds
from net borrowing to the extent of ₹320.92 lakhs, interest payment of ₹139.09 and Repayment of Lease Liabilities
of ₹0.17 lakhs.

Fiscal 2024

Net Cash Flow used in Financing Activities was ₹124.11 lakhs. This was primarily due dividend payment of ₹635.00
lakhs, interest payment of ₹74.75 lakhs, repayment of lease liabilities of ₹8.76 lakhs adjusted for increase in net
borrowings by ₹594.40 lakhs.

Fiscal 2023

Net Cash Flow Generated from Financing Activities was ₹525.45 lakhs. This was primarily on net cash inflows
increase due to increase in net borrowings by ₹383.30 lakhs and repayment of lease liabilities of ₹176.39 lakhs
adjusted for cash outflow due to interest payment of ₹34.24 lakhs.

Quantitative and Qualitative Disclosures about Risks

Capital Management

The objective of the Group's capital management structure is to ensure sufficient liquidity to support its business, to
ensure the Group's ability to continue as a going concern and provide adequate return to shareholders. The Group
monitors capital and the long term cash flow requirements including externally imposed capital requirements of the
business on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face.
Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure
while avoiding excessive leverage. This takes into account the subordination levels of the Group's various classes of
debt. The Group manages the capital structure and makes adjustments to it in the light of changes in economic
conditions and the risk characteristics of the underlying assets.

Page 310 of 475

 As at As at As at
As at
31st 31st 31st
Particulars 31st
September March March
March2025
30, 2025 2024 2023
Net Debts (Net of Cash and Cash Equivalents) 1,748.27 1,339.40 554.65 (351.20)
Total Equity 5,885.47 4,629.74 2,698.62 2,272.96
Net Debt to Equity Ratio (Times) 0.30 0.29 0.21 (0.15)

As at March 31, 2023, the Company’s total borrowings including lease liabilities amounted to ₹1,154.51 Lakhs, while
cash and cash equivalents stood at ₹1,505.71 Lakhs, resulting in a net negative debt position of ₹351.20 Lakhs.

Financial Risk Management Objectives and Policies

I. Financial Risk Management Framework

The Group's principal financial liabilities comprise trade payables and Other financial liabilities. The main purpose of
these financial liabilities is to finance the Group's operations. The Group's principal financial assets include Trade
receivables, loans, cash and bank balances and other financial assets.

The Group is exposed to market risk, credit risk and liquidity risk. The Board of Directors reviews policies for
managing each of these risks, which are summarised below:

1. Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in
the price of a financial instrument. The value of a financial instrument may change as a result of changes in the
interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that
affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments
including investments and deposits, foreign currency receivables, payables and borrowing.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Group has constantly monitoring mechanism for credit markets and
rebalances its financing strategies to achieve an optimal maturity profile and financing cost. Interest rate risk is
managed by the Group on an on-going basis with the primary objective of limiting the extent to which interest
expense could be affected by an adverse movement in interest rates. There are no hedging instruments to mitigate
this risk.

Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instruments will fluctuate
because of changes in foreign exchange rates. The Group is not exposed to material foreign exchange risk arising
from transactions i.e. imports of materials, recognised liabilities denominated in a currency that is not the Group's
functional currency. The Group's foreign currency risks are identified, measured and managed at periodic intervals
in accordance with the Group's policies.

2. Credit risk

Credit risk is the risk of financial loss to the Group if the customer or that counterparty to the financial instrument
fails to meet its contractual obligations and arises principally from the Group's receivables from customers, loans
and investments. Credit risk is managed through credit approvals, establishing credit limits and continuously
monitoring the credit worthiness of counterparty to which the Group grants credit terms in the normal course of
business.

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 Credit risk management

The finance function of the Group assesses and manages credit risk based on internal credit rating system. Internal
credit rating is performed for each class of financial instruments with different characteristics. The Group assesses
the credit risk for each class of financial assets based on the assumptions, inputs and factors specific to the class of
financial assets.

The risk parameters are same for all financial assets for all periods presented. The Group considers the probability
of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an on-
going basis throughout each reporting period. In general, it is presumed that credit risk has significantly increased
since initial recognition if the payments are more than 30 days past due . A default on a financial asset is when the
counterparty fails to make contractual payments when they fall due. This definition of default is determined by
considering the business environment in which entity operates and other macro-economic factors.

Trade Receivables: The Group has exposure to credit risk from trade receivables. The Group has used expected
credit loss (ECL) model for assessing the impairment loss. For the purpose, the Group uses a provision matrix to
compute the expected credit loss amount (if any). The provision matrix takes into account external and internal
risk factors and historical data of credit losses from various customers. The Group ensures that there is no
significant concentration of exposure to credit and therefore does not significantly impair the financial assets since
the customers are individuals from whom payment is received as the services are provided.

3. Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The
Group manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet
its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk
to the Group's reputation. Prudent liquidity risk management implies maintaining sufficient cash and marketable
securities and the availability of funding through an adequate amount of committed credit facilities to meet
obligations when due. Due to the nature of the business, the Group maintains flexibility in funding by maintaining
availability under committed facilities. The Group's treasury team is responsible for liquidity, funding as well as
settlement management. In addition, processes and policies related to such risks are overseen by senior
management. Management monitors the Group's liquidity position through rolling forecasts on the basis of
expected cash flows.

The following table details the remaining contractual maturities of the Group's financial liabilities at the end of the
reporting period, which are based on the contractual undiscounted cash flows and the earliest date the Group is
required to pay:

(₹ in Lakhs)
Less than 1 More than 3
Particulars 1-2 year 2-3 year Total
year years
As at 30th September 2025
Borrowings 504.35 147.44 160.47 1,439.11 2,251.37
Trade Payables 1,329.68 - - - 1,329.68
Lease Liabilities 19.56 22.35 23.66 93.20 158.77
Other Financial Liabilities 1.76 - - - 1.76
Other current liabilities 130.87 - - - 130.87
Total 1,986.22 169.78 184.13 1,532.31 3,872.45

(₹ in Lakhs)
Less than 1 More than 3
Particulars 1-2 year 2-3 year Total
year years
As at 31st March 2025
Borrowings 1,720.71 22.34 24.50 125.89 1,893.44
Trade Payables 1,395.10 - - - 1,395.10

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 Less than 1 More than 3
Particulars 1-2 year 2-3 year Total
year years
Lease Liabilities 17.92 21.28 19.25 109.01 167.46
Other Financial Liabilities 1.76 - - - 2.24
Other current liabilities 97.90 - - - 97.42
Total 3,233.40 43.62 43.75 234.90 3,555.67

(₹ in Lakhs)
Less than 1 More than 3
Particulars 1-2 year 2-3 year Total
year years
As at 31st March 2024
Borrowings 1,379.90 19.90 21.87 150.85 1,572.52
Trade Payables 76.75 - - - 76.75
Lease Liabilities 10.84 13.19 15.82 127.78 167.63
Other Financial Liabilities 1.54 - - - 1.54
Other current liabilities 90.05 - - - 90.05
Total 1,559.08 33.09 37.69 278.63 1,908.49

(₹ in Lakhs)
Less than 1 More than 3
Particulars 1-2 year 2-3 year Total
year years
As at 31st March 2023
Borrowings 767.40 18.10 19.90 172.73 978.12
Trade Payables 103.47 - - - 103.47
Lease Liabilities 8.76 10.84 13.19 143.60 176.39
0.63
Other Financial Liabilities - - - 0.63
Other current liabilities 73.66 - - - 73.66
Total 953.91 28.94 33.09 316.33 1,332.27

II. Financial instruments by category

For amortised cost instruments, carrying value represents the best estimate of fair value.

(₹ in Lakhs)
As at 30th September2025
Particulars
FVTPL FVOCI Amortised Cost
Financial assets
Investment - - 500.00
Trade receivables - - 5,096.53
Loans - - 400.00
Cash and cash equivalents - - 661.87
Other Financial Assets - - 194.89
Total - - 6,853.29

Financial liabilities
Borrowings - - 2,251.37
Trade payables - - 1,329.68
Lease Liabilities - - 158.77
Other Financial Liabilities - - 1.76
Total - - 3,741.58

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 (₹ in Lakhs)
As at
Particulars 31st March2025
FVTPL FVOCI Amortised Cost
Financial assets
Investment - - 500.00
Trade receivables - - 3,286.72
Loans - - 400.00
Cash and cash equivalents - - 721.50
Other Financial Assets - - 276.88
Total - - 5,185.11

Financial liabilities
Borrowings - - 1,893.44
Trade payables - - 1,395.10
Lease Liabilities - - 167.46
Other Financial Liabilities - - 1.76
Total - - 3,457.77

(₹ in Lakhs)
As at
Particulars 31st March 2024
FVTPL FVOCI Amortised Cost
Financial assets
Investment - - -
Trade receivables - - 1,359.22
Loans - - 7.83
Cash and cash equivalents - - 1,185.50
Other Bank Balance - - -
Other Financial Assets - - 151.70
Total - - 2,704.25

Financial liabilities
Borrowings - - 1,572.52
Trade payables - - 76.75
Lease Liabilities - - 167.63
Other Financial Liabilities - - 1.54
Total - - 1,818.44

(₹ in Lakhs)
As at 31st March 2023
Particulars
FVTPL FVOCI Amortised Cost
Financial assets
Investment - - 0.10
Trade receivables - - 90.84
Loans - - 5.21
Cash and cash equivalents - - 1,505.71
Other Financial Assets - - 50.80
Total - - 1,652.66

Financial liabilities
Borrowings - - 978.12

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 As at 31st March 2023
Particulars
FVTPL FVOCI Amortised Cost
Trade payables - - 103.47
Lease Liabilities - - 176.39
Other Financial Liabilities - - 0.63
Total - - 1,258.61

Fair value measurements

I. Financial instruments by category

Financial assets and financial liabilities measured at fair value in the financial statement are grouped into three
Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to
the measurement, as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly (prices) or indirectly (derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data.

II. Assets and Liabilities which are measured at Amortised Cost for which Fair Values are Disclosed

(₹ in Lakhs)
As at 30th September 2025 Level 1 Level 2 Level 3 Total
Financial Assets
Investment - - 500.00 500.00
Trade receivables - 5,096.53 - 5,096.53
Loans - 400.00 - 400.00
Cash and cash equivalents - 661.87 - 661.87
Other Financial Assets - 194.89 - 194.89
Total Financial Assets - 6,353.29 500.00 6,853.29
Financial Liabilities
Borrowings - 2,251.37 - 2,251.37
Trade payables - 1,329.68 - 1,329.68
Lease Liabilities - 158.77 - 158.77
Other Financial Liabilities - 1.76 - 1.76
Total Financial Liabilities - 3,741.58 - 3,741.58

(₹ in Lakhs)
As at 31st March2025 Level 1 Level 2 Level 3 Total
Financial Assets
Investment - - 500.00 500.00
Trade receivables - 3,286.72 - 3,286.72
Loans - 400.00 - 400.00
Cash and cash equivalents - 721.50 - 721.50
Other Financial Assets - 276.88 - 276.88
Total Financial Assets - 4,685.11 500.00 5,185.11
Financial Liabilities
Borrowings - 1,893.44 - 1,893.44
Trade payables - 1,395.10 - 1,395.10
Lease Liabilities - 167.46 - 167.46
Other Financial Liabilities - 1.76 - 1.76
Total Financial Liabilities - 3,457.77 - 3,457.77

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 (₹ in Lakhs)
As at 31st March 2024 Level 1 Level 2 Level 3 Total
Financial Assets
Investment - - - -
Trade receivables - 1,359.22 - 1,359.22
Loans - 7.83 - 7.83
Cash and cash equivalents - 1,185.50 - 1,185.50
Other Financial Assets 151.70 - 151.70
Total Financial Assets - 2,704.25 - 2,704.25

Financial Liabilities
Borrowings - 1,572.52 - 1,572.52
Trade payables - 76.75 - 76.75
Lease Liabilities - 167.63 - 167.63
Other Financial Liabilities - 1.54 - 1.54
Total Financial Liabilities - 1,818.44 - 1,818.44

(₹ in Lakhs)
As at 31st March 2023 Level 1 Level 2 Level 3 Total
Financial Assets
Investment - - 0.10 0.10
Trade receivables - 90.84 - 90.84
Loans - 5.21 - 5.21
Cash and cash equivalents - 1,505.71 - 1,505.71
Other Financial Assets - 50.80 - 50.80
Total Financial Assets - 1,652.56 0.10 1,652.66

Financial Liabilities
Borrowings - 978.12 - 978.12
Trade payables - 103.47 - 103.47
Lease Liabilities - 176.39 - 176.39
Other Financial Liabilities - 0.63 - 0.80
Total Financial Liabilities - 1,258.61 - 1,258.61

Valuation Process and Technique Used to Determine Fair Value

Specific valuation techniques used to value financial instruments include:

(a) The use of quoted market prices or dealer quotes for similar instruments
(b) The fair value of the remaining financial instruments is determined based on the following methods:
i. Net assets value method
ii. Valuation of investment in unquoted equity shares has been made using the Discounted cash-flow method and
Net assets value method, as deemed fit by the Grou's management.

Risk adjustments specific to the counterparties (including assumptions about credit default rates) are derived from
credit risk grading determined by the Group's internal credit risk management group.

Business Combination - Acquisitions during the year ended March 31, 2023

Acquisition of identified assets and liabilities of M/s. Gaudium Bawa IVF

During the year 2022-23, the Company had acquired specifically identified assets and liabilities of M/s. Gaudium
Bawa IVF partnership firm. The excess of the purchase consideration over the value of specifically identified assets
and liabilities resulted in a goodwill of ₹ 13.08 Lakhs for the Company, which comprises the value of expected

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synergies arising from the acquisition. The entire amount of goodwill is considered to be associated with one of the
IVF Centres ("Cash Generating Unit", "CGU"), which is part of the business of the Company.

Goodwill Impairment

The Company performed its impairment test for period ended 30th September 2025. The Company considers the
relationship between recoverable value of net assets taken over and its carrying value, among other factors, when
reviewing for indicators of impairment. As at 30th September 2025, the recoverable value of the net assets taken over
was higher than the carrying value and no other indicators of impairment were identified. Therefore, no impairment
loss allowance is provided for the period ended 30th September 2025.

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 CAPITALISATION STATEMENT

The following table sets forth our capitalization derived from our Restated Consolidated Financial Information as at
September 30, 2025, and as adjusted for the Offer. This table should be read in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, “Financial Statements” and “Risk
Factors” on pages 282, 225 and 31 respectively.
(₹ in lakhs)
Pre-Issue as at
Particulars September 30, Post-Issue#
2025
Borrowings
Short- term 368.89* 368.89*
Long-term (including current maturities) (A) 1,882.48 1,882.48
Total Borrowings (B) 2,251.37 2,2251.37
Shareholder’s fund
Share capital 3,069.72 []
Reserve and surplus, as restated 2,815.75 []
Total Shareholder's fund (C) 5,885.47 []
Long-term borrowings / equity ratio {(A)/(C)} 0.32 []
Total borrowings / equity ratio {(B)/(C)} 0.38 []
#Subject to finalization of Basis of Allotment and will be updated in the Prospectus

*Book Balance represents the accounting of cheques issued but not presented for payment at bank and therefore those are items
of Bank Reconciliation.

Notes:
1. The Company has considered the borrowings as at September 30, 2025 for post issue borrowings.
2. The post issue Reserves and Surplus cannot be determined as the Issue Price is yet to be finalized which may impact the
reserve and surplus. Accordingly, premium amount (if any) to be received as part of fresh issue need to be adjusted to arrive
at post issue Reserves and Surplus.

*Book balance represents the accounting of cheques issued but not presented at bank and therefore those are items
of Bank Reconciliation

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 SECTION VI – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as disclosed in this section, there are no outstanding (i) criminal proceedings; (ii) actions taken by regulatory
or statutory authorities including notices issued by such authorities; (iii) claims related to direct and indirect taxes;
and (iv) any other outstanding litigation as determined to be material pursuant to the Materiality Policy in accordance
with the SEBI ICDR Regulations in each case involving our Company, Subsidiaries, Promoters, and Directors
(“Relevant Parties”). Further, except as disclosed in this section, there are no disciplinary actions including penalties
imposed by the SEBI or the stock exchanges against the Promoters in the last five financial years including any
outstanding action. Further, as on the date of this Red Herring Prospectus, there are no findings/observations of any
inspections by SEBI or any other regulator involving our Company which are material and which need to be disclosed
or non-disclosure of which may have bearing on the investment decision

The Board of Directors at their meeting held on September 10, 2025, amended the existing ‘Policy on Identification
of Material Outstanding Litigations’, which was initially adopted on November 04, 2024 and was subsequently
amended on November 30, 2024, in compliance with the requirements of the SEBI Regulations and the Companies
Act, 2013 for the purposes of (iv) above, any pending litigation involving the Relevant Parties, has been considered
‘material’ and accordingly disclosed in this Red Herring Prospectus where:

(a) if the aggregate monetary amount of claim made by or against the entity or person in any such pending
proceeding exceeds (i) 2% of turnover, as per the latest annual Restated Consolidated Financial Statements of
our Company (amounting to ₹ 141.45 lakhs in the financial year ended 2025); or (ii) 2% of net worth, as per
the latest annual Restated Consolidated Financial Statements of our Company, except in case the arithmetic
value of the net worth is negative (amounting to ₹ 92.59 lakhs in the financial year ended 2025); or (iii) 5% of
the average of absolute value of profit or loss after tax, as per the last three annual Restated Consolidated
Financial Statements of our Company (amounting to ₹ 67.63 lakhs average of financial year ended 2025, 2024
and 2023), whichever is lower, i.e. ₹ 67.63 lakhs being lower of all has been considered as the materiality
threshold; or

(b) where monetary liability is not quantifiable or does not exceed the threshold mentioned in point (i) above, the
outcome of any such pending proceedings may have a material bearing on the business, operations,
performance, prospects, financial position or reputation of our Company; or

(c) any claim/dispute involving the Relevant Parties where the decision in one litigation is likely to affect the
decision in similar litigations, even though the amount involved in an individual litigation may not exceed the
amount equivalent to 5% of the average of absolute value of profit or loss after tax, as per the last three annual
Restated Consolidated Financial Statements of our Company.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further in terms
of the Materiality Policy, a creditor shall be considered “material”, if the outstanding dues to such creditor is equal
to or exceeds 5% of the total consolidated trade payables trade payables of our Company, as per the Restated
Consolidated Financial Information of the Company. Accordingly, any outstanding dues exceeding 5% of the total
consolidated trade payables of our Company as at March 31, 2025, have been considered as material outstanding
dues for the purposes of disclosure in this section. Further, for outstanding dues to micro, small or medium enterprise
(“MSME”), the disclosure will be based on information available with the Company regarding the status of the
creditor as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended
read with the rules and notifications thereunder.

LITIGATIONS INVOLVING THE COMPANY

A. LITIGATION FILED AGAINST THE COMPANY

1. Litigation Involving Criminal Matters

NIL

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2. Actions by Statutory Authorities and Regulatory Authorities

NIL

B. LITIGATION FILED BY THE COMPANY

1. Litigation Involving Criminal Matters

NIL

2. Other Pending Material Litigations

NIL

LITIGATIONS INVOLVING THE SUBSIDIARY

A. LITIGATION FILED AGAINST THE SUBSIDIARY

1. Litigation Involving Criminal Matters

NIL

2. Actions by Statutory Authorities and Regulatory Authorities

NIL

3. Other Pending Material Litigations

NIL

B. LITIGATIONS FILED BY THE SUBSIDIARY

1. Litigation Involving Criminal Matters

NIL

2. Other Pending Material Litigations

NIL

LITIGATIONS INVOLVING THE PROMOTERS

A. LITIGATION FILED AGAINST THE PROMOTERS

1. Litigation Involving Criminal Matters

NIL

2. Actions by Statutory Authorities and Regulatory Authorities

NIL

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3. Disciplinary action including penalty imposed by SEBI or stock exchanges against our Promoters in
the last five financial years

NIL

4. Other Pending Material Litigations

NIL

B. LITIGATIONS FILED BY THE PROMOTERS

1. Litigation Involving Criminal Matters

NIL

2. Other Pending Material Litigations

NIL

LITIGATIONS INVOLVING THE DIRECTORS

A. LITIGATION FILED AGAINST OUR DIRECTORS

1. Litigation Involving Criminal Matters

NIL

2. Actions by Statutory Authorities and Regulatory Authorities

NIL

3. Other Pending Material Litigations

NIL

B. LITIGATIONS FILED BY THE DIRECTORS

1. Litigation Involving Criminal Matters

NIL

2. Actions by Statutory Authorities and Regulatory Authorities

NIL

3. Other Pending Material Litigations

NIL

Litigation involving Key Managerial Personnel and SMP of the Company

A. Litigation filed against our Key Managerial Personnel and SMP

1. Criminal proceedings

NIL

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2. Actions by regulatory authorities and statutory authorities

NIL

B. Litigation filed by our Key Managerial Personnel and SMP

1. Criminal proceedings

NIL

Litigations Involving our Group Companies which has a material impact on our Company

NIL

Claims related to direct and indirect taxes involving our Company, Promoters, Directors and
Subsidiary

Total Amount involved

Nature of claim Number of claims
(₹ in lakhs)*
Company
Direct tax 4 4,499.34**
Indirect tax NIL NIL
Promoters
Direct tax 5 475.45#
Indirect tax NIL NIL
Directors (except promoters)
Direct tax NIL NIL
Indirect tax NIL NIL
Subsidiaries
Direct tax NIL NIL
Indirect tax NIL NIL
*To the extent quantifiable

**The Income Tax Department (“IT Department”) issued an assessment order dated March 31, 2024 (“Order”)
under Section 143(3) of IT Act against the Company for A.Y. 2022-23. The Order stated that the Company failed
to disclose income of ₹ 2479.22 lakhs. On September 1, 2022, the IT Department conducted a survey on the
premises of Gaudium IVF group (including our Company) under Section 133A of the IT Act. Based on documents,
digital data and WhatsApp chats found during the survey, the assessing officer alleged that the Company had
received unaccounted cash income and made unexplained payments. The IT Department alleged that there were
unaccounted cash receipts of 74 surrogacy patients, unrecorded cash collections detected through WhatsApp chats
and groups received from patients, loose / rough papers, unaccounted cash receipts, parallel fee ledgers, cash rent
payments, etc. The IT Department issued a demand order against the Company. The current outstanding demand
is ₹ 3,764.85 lakhs (including interest thereon).

On April 29, 2024, the Company filed an appeal against the Order (A.Y. 2022-23) to the Commissioner of Income-
tax (Appeals) (“Appellate Authority”), under Section 246A of the IT Act, disputing the additions to the income.
The Company submitted that there was no unaccounted cash found during the survey and that the additions are
based mainly on rough papers and WhatsApp chats, without corroborating evidence, complete books of accounts
and audited financials, which record the correct financial transactions. The addition to the income are, therefore,
unjustified.

On August 27, 2024, Anil Bajaj & Associates, who was acting as a counsel for the Company, had applied for a
stay on recovery of the disputed tax demand and penalty amounting to ₹ 3089.07 lakhs (without interest) (from
A.Y. 2021-22, A.Y. 2022-23 and A.Y. 2023-24), which demand was raised in the above Order. Pursuant to our

Page 322 of 475

above letter, the IT Department issued a letter dated October 10, 2025 (“Stay Letter”). As per the Stay Letter, the
Company was directed to deposit 20% of the total disputed demand amounting to ₹ 617.81 lakhs with the IT
Department. The Company immediately paid ₹ 30 lakhs and sought time to pay the balance ₹ 587.81 lakhs in
monthly instalments. Thereafter, the IT Department granted a stay on the recovery proceedings vide the Stay Letter.

**The IT Department issued a penalty order dated September 30, 2024 (“Penalty Order”) against the Company
under Section 271DA of IT Act for the A.Y. 2022-23. The IT Department alleged violation of Section 269ST of the
IT Act, which prohibits accepting ₹ 2 lakhs or more in cash from a person in a day, in respect of a single transaction
or in respect of transactions relating to one event or occasion. The IT Department alleged that the Company
accepted large payments in cash from patients in violation of Section 269ST of the IT Act. The IT Department,
therefore, issued the Penalty Order and imposed a penalty of ₹ 385.81 lakhs on the Company. The current
outstanding amount is ₹ 458.48 lakhs.

On October 29, 2024, the Company filed an appeal (“Appeal”) to the Commissioner of Income-tax (Appeals)
(“Appellate Authority”), under Section 246A of the IT Act, disputing the allegations made by the IT Department
against them.

In the Appeal, the Company submitted that it did not violate Section 269ST of IT Act; that it was not given
reasonable opportunity of being heard and that the penalty was based on assumptions rather than any direct
evidence. The Appeal is pending before the Appellate Authority.

When applying for a stay on recovery of the tax demand and penalty amounting to ₹ 3089.07 lakhs (from A.Y.
2021-22, A.Y. 2022-23 and A.Y. 2023-24), Anil Bajaj & Associates, who was acting as a counsel for the Company
also applied for a stay on the current outstanding penalty amount. The IT Department granted a stay on the penalty,
when granting stay on the demand of ₹ 3089.07 lakhs.

**On March 16, 2025, the IT Department issued an assessment order against our Company under Section 143(3)
read with Section 147 of IT Act in relation to A.Y. 2021-22 (“Order”). The Order alleged that the Company had
not disclosed income of ₹ 2.10 lakhs. on September 01, 2022, the IT Department conducted a survey on the
premises of Gaudium IVF group (including our Company) under section 133A of the IT Act. Based on the
documents seized and digital data found during the survey and statements recorded from members of the Company,
the assessing officer alleged that the Company had made unaccounted cash payments and unexplained expenditure
of ₹ 2.10 lakhs. The IT Department issued a demand order against the Company. The current outstanding demand
is ₹ 4.27 lakhs, with an accrued interest of ₹ 0.37 lakhs.

On April 16, 2025, the Company filed an appeal to the Commissioner of Income-tax (Appeals) (“Appellate
Authority”), under Section 246A of the IT Act, disputing the addition to the income of the Company. The Company
submitted that there was no unaccounted cash found during the survey and that the addition is unwarranted and
made on presumption. The addition to the income is, therefore, unjustified.

The Appeal is currently pending before the Appellate Authority.

When applying for a stay on recovery of the tax demand and penalty amounting to ₹ 3089.07 lakhs (from A.Y.
2021-22, A.Y. 2022-23 and A.Y. 2023-24), the Anil Bajaj & Associates, who was acting as a counsel for the
Company also applied for a stay on the current outstanding demand amount. The IT Department granted a stay
on the penalty, when granting stay on the demand of ₹ 3089.07 lakhs.

**On March 28, 2025, the IT Department issued an assessment order against our Company under Section 143(3)
of IT Act in relation to A.Y. 2023-24 (“Order”).

The Order alleged that the Company had not disclosed income of ₹ 740.47 lakhs. On September 01, 2022, the IT
Department conducted a survey on the premises of Gaudium IVF group (including our Company) under section
133A of the IT Act. Based on documents, digital data and WhatsApp chats found during the survey, the assessing
officer alleged that the Company had received unaccounted cash income and made unexplained payments. The IT
Department alleged that there were unaccounted cash receipts of 74 surrogacy patients, unrecorded cash
collections detected through WhatsApp chats and groups received from patients, loose / rough papers,
unaccounted cash receipts, parallel fee ledgers, cash rent payments, etc. The IT Department issued a demand order
against the Company. The current outstanding demand is ₹ 253.09 lakhs, with an accrued interest of ₹ 18.28 lakhs.

Page 323 of 475

On April 19, 2025, the Company filed an appeal against the Order to the Commissioner of Income-tax (Appeals)
(“Appellate Authority”), under Section 246A of the IT Act, disputing the additions to the income.

The Company submitted that there was no unaccounted cash found during the survey and that the additions are
based mainly on rough papers and WhatsApp chats, without corroborating evidence, complete books of accounts
and audited financials, which record the correct financial transactions. The addition to the income is, therefore,
unjustified.

When applying for a stay on recovery of the tax demand and penalty amounting to ₹ 3089.07 lakhs (from A.Y.
2021-22, A.Y. 2022-23 and A.Y. 2023-24), the Anil Bajaj & Associates, who was acting as a counsel for the
Company also applied for a stay on the current outstanding demand amount. The IT Department granted a stay
on the penalty, when granting stay on the demand of ₹ 3089.07 lakhs.
#
On March 17, 2025, the IT Department issued an assessment order against our promoter and director, Dr. Manika
Khanna under Section 143(3) read with Section 147 of IT Act in relation to A.Y. 2018-19 (“Order”). The Order
alleged that Dr. Manika Khanna had not disclosed income of ₹ 219.69 lakhs. Dr. Manika Khanna is engaged in
providing health care services such as gynaecologist, maternity, IFF, surgery etc. During A.Y. 2018-19, Dr.
Manika Khanna was running a proprietorship in the name of ‘Gaudium IVF and Gynae Solutions’ (the
“Proprietorship”), which was acquired by our Company in the year 2021.

On September 1, 2022, the IT Department conducted a survey on the premises of Gaudium IVF group (including
the Proprietorship) under section 133A of the IT Act. Based on documents, digital data and WhatsApp chats found
during the survey, the assessing officer alleged that Dr. Manika Khanna had received unaccounted cash payments
from surrogacy patients. The IT Department alleged that there were unaccounted cash receipts from the surrogacy
patients based on the e-mails exchanged with Dr. Manika Khanna, loose / rough papers found at the premises of
the Proprietorship, unaccounted cash receipts, etc. The IT Department issued a demand order against Dr. Manika
Khanna. The current outstanding demand is ₹ 109.52 lakhs, with an accrued interest of ₹ 5.91 lakhs.

On April 16, 2025, Dr Manika Khanna filed an appeal (“Appeal”) before the Commissioner of Income-tax
(Appeals) (“Appellate Authority”), under Section 246A of the IT Act, disputing the addition to her income.
However, Dr. Manika Khanna submitted that there was no unaccounted cash found during the survey and that the
additions are based mainly on rough papers. She further submitted that patient-wise fee payment records, along
with evidence of taxes paid were duly furnished to the IT Department which record the correct financial
transactions. The addition to the income is, therefore, unjustified. The Appeal is currently pending before the
Appellate Authority.
#
On March 17, 2025, the IT Department issued an assessment order against our promoter and director, Dr. Manika
Khanna, under Section 143(3) read with Section 147 of the IT Act in relation to A.Y. 2019-20 (“Order”). The
Order alleged that Dr. Manika Khanna had undisclosed income amounting to ₹ 173.65 lakhs. During A.Y. 2019-
20, Dr. Manika Khanna was operating a proprietorship under the name ‘Gaudium IVF and Gynae Solutions’
(“Proprietorship”), which was acquired by our Company in the year 2021.

On September 1, 2022, the IT Department conducted a survey on the premises of Gaudium IVF group (including
the Proprietorship) under section 133A of the IT Act. Based on documents, digital data and WhatsApp chats found
during the survey, the assessing officer alleged that the Dr. Manika Khanna had received unaccounted cash
payments from surrogacy patients. The IT Department alleged that there were unaccounted cash receipts from the
surrogacy patients based on emails, WhatsApp chats of Dr. Manika Khanna, loose / rough papers found at the
premises of the Proprietorship, unaccounted cash receipts, etc. The IT Department issued a demand order against
Dr. Manika Khanna. The current outstanding demand is ₹ 105.44 lakhs, with an accrued interest of ₹ 22.11 lakhs.

On April 16, 2025, Dr. Manika Khanna filed an appeal (“Appeal”) before the Commissioner of Income-tax
(Appeals) (“Appellate Authority”), under Section 246A of the IT Act, disputing the addition to her income. Dr.
Manika Khanna submitted that there was no unaccounted cash found during the survey and that the additions are
based mainly on rough papers. She further submitted that patient-wise fee payment records, along with evidence
of taxes paid were furnished to the IT Department, which record the correct financial transactions. The addition
to the income is, therefore, unjustified. The Appeal is currently pending before the Appellate Authority.
#
On March 17, 2025, the IT Department issued an assessment order against our promoter and director Dr. Manika
Khanna under Section 143(3) read with Section 147 of IT Act in relation to A.Y. 2020-21 (“Order”). The Order

Page 324 of 475

alleged that Dr. Manika Khanna had not disclosed income of ₹ 190.38 lakhs. During the A.Y. 2020-21, Dr. Manika
Khanna was running a proprietorship in the name of ‘Gaudium IVF and Gynae Solutions’ (the “Proprietorship”)
which was acquired by our Company in the year 2021.

On September 1, 2022, the IT Department conducted a survey on the premises of Gaudium IVF group (including
the Proprietorship) under section 133A of the IT Act. Based on documents, digital data and WhatsApp chats found
during the survey, the assessing officer alleged that Dr. Manika Khanna had received unaccounted cash payments
from surrogacy patients. The IT Department alleged that there were unaccounted cash receipts from the surrogacy
patients based on e-mails of Dr. Manika Khanna, loose / rough papers found at the premises of the Proprietorship,
unaccounted cash receipts, etc. The IT Department issued a demand order against Dr. Manika Khanna. The
current outstanding demand is ₹ 72.69 lakhs, with an accrued interest of ₹ 10.54 lakhs.

On April 16, 2025, the Company filed an appeal (“Appeal”) against the Order to the Commissioner of Income-
tax (Appeals) (“Appellate Authority”), under Section 246A of the IT Act, disputing the additions to the income.
Dr. Manika Khanna submitted that there was no unaccounted cash found during the survey and that the additions
are based mainly on rough papers and WhatsApp chats, without corroborating evidence, patient wise fee payment
records with paid taxes, which record the correct financial transactions. The additions to the income are, therefore,
unjustified. The Appeal is currently pending before the Appellate Authority.
#
The Income Tax Department issued an assessment order dated March 17, 2025 (“Order”) under Section 143(3)
read with section 147 of IT Act against our promoter and director Dr. Manika Khanna for A.Y. 2021-22. The Order
alleged that Dr. Manika Khanna had not disclosed income of ₹ 173.2 lakhs.

During A.Y. 2021-22, Dr. Manika Khanna was running a proprietorship in the name of ‘Gaudium IVF and Gynae
Solutions’ (the “Proprietorship”) which was acquired by our Company in the year 2021.

On September 1, 2022, the IT Department conducted a survey on the premises of Gaudium IVF group (including
the Proprietorship) under Section 133A of the IT Act. Based on documents, digital data and WhatsApp chats found
during the survey, the assessing officer alleged that the Dr. Manika Khanna had received unaccounted cash
receipts from surrogacy patients. The IT Department alleged that there were unaccounted cash receipts from the
surrogacy patients based on the WhatsApp chats of Dr. Manika Khanna and loose / rough papers found at the
premises of the Proprietorship. The IT department issued a demand order against Dr. Manika Khanna. The current
outstanding demand is ₹ 96.65 lakhs, with an accrued interest of ₹ 14.44 lakhs.

On April 16, 2025, Dr. Manika Khanna filed an appeal (“Appeal”) to the Commissioner of Income-tax (Appeals)
(“Appellate Authority”), under Section 246A of the IT Act, disputing addition to her income. Dr. Manika Khanna
submitted that there was no unaccounted cash found during the survey and that the additions are mainly based on
rough internal working documents, patient wise fee payment records with paid taxes, which record the correct
financial transactions. Additionally, Dr. Manika Khanna stated that the past submissions made by her were not
considered by the IT Department. The additions to the income are, therefore, unjustified. The Appeal is currently
pending before the Appellate Authority.
#
The Income Tax Department issued an assessment order dated March 28, 2025 (“Order”) under Section 143(3)
read with section 147 of IT Act against our promoter and director Dr. Manika Khanna for A.Y. 2023-24. The Order
alleged that Dr. Manika Khanna had not disclosed income of ₹ 63.57 lakhs.

During A.Y. 2021-22, Dr. Manika Khanna was running a proprietorship in the name of ‘Gaudium IVF and Gynae
Solutions’ (the “Proprietorship”) which was acquired by our Company in the year 2021. On September 1, 2022,
the IT Department conducted a survey on the premises of Gaudium IVF group (including the Proprietorship) under
Section 133A of the IT Act. Based on inspection of books of accounts and discovery of cash of ₹ 28.47 lakhs during
the survey, the assessing officer alleged that Dr. Manika Khanna had received unaccounted money from the
Company which was treated as dividend. The current outstanding demand is ₹ 34.90 lakhs, with an accrued
interest of ₹ 3.27 lakhs.

On April 19, 2025, Dr. Manika Khanna filed an appeal (“Appeal”) to the Commissioner of Income-tax (Appeals)
(“Appellate Authority”), under Section 246A of the IT Act, disputing the addition to her income. On March 12,
2025, Dr. Manika Khanna submitted a written submission to the IT department with respect to discovery of cash,
during the survey, which was not taken into consideration by the IT department. The additions to the income are,
therefore, unjustified. The Appeal is currently pending before the Appellate Authority.

Page 325 of 475

C. Outstanding dues to creditors

In accordance with the Materiality Policy as adopted by Board resolution dated November 30, 2024, details of
outstanding dues (trade payables) owed to MSME (as defined under Section 2 of the Micro, Small and Medium
Enterprises Development Act, 2006), material creditors and other creditors, as at September 30, 2025, are set out
below:
(₹ in lakhs)
Types of creditors Number of creditors Amount
Material creditors 2 1,135.67
Micro, Small and Medium Enterprises 19 19.42
Other creditors 71 174.59
Total 92 1,329.68

The details pertaining to outstanding dues to the material creditors along with names and amounts involved for
each such material creditor are available on the website at [Link]

Material Developments

Other than as stated in the section entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on page 282, there have not arisen, since the date of the last financial information disclosed
in this Red Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect,
our operations, our profitability taken as a whole or the value of our assets or our ability to pay our liabilities
within the next 12 months from the date of the filing of the DRHP.

[The remainder of this page has intentionally been left blank]

Page 326 of 475

 GOVERNMENT AND OTHER STATUTORY APPROVALS

The Company can undertake the Offer and the Company can undertake its current business activities, including on
the basis of the list of material approvals provided below, and other than as stated below, no further material
approvals from any regulatory authority are required to undertake the Offer or continue such business activities.
Unless otherwise stated, these material approvals are valid as of the date of this Red Herring Prospectus. The
Company has obtained all approvals required for its business and has made applications for the remaining approvals
as disclosed in this chapter titled “Government and Other Statutory Approvals” at page 327.

I. APPROVALS FOR THE OFFER

1. The Board of Directors have, by a resolution passed at its meeting held on September 19, 2025 authorized
the Offer, subject to the approval of the shareholders and such other authorities as may be necessary.

2. The shareholders of our Company have, by a special resolution passed in the Extra-Ordinary General Meeting
held on September 20, 2025 authorized the Offer.

3. In-principle approval dated December 23, 2025 from the BSE for listing of the Equity Shares issued by our
Company pursuant to the Offer.

4. In-principle approval dated December 23, 2025 from the NSE for listing of the Equity Shares issued by our
Company pursuant to the Offer.

5. Our Company's International Securities Identification Number (“ISIN”) is INE0P8B01020.

II. INCORPORATION RELATED APPROVALS OF OUR COMPANY

1. Certificate of Incorporation dated March 24, 2015 issued by the Registrar of Companies, Delhi in the name
of “Gaudium IVF and Women Health Private Limited”.

2. A fresh Certificate of Incorporation consequent upon change of name from “Gaudium IVF and Women
Health Private Limited” to “Gaudium IVF and Women Health Limited” was issued on October 24, 2024 by the
Registrar of Companies, Central Processing Centre.

3. The CIN of the Company is U85100DL2015PLC278296.

III. BUSINESS RELATED APPROVALS

A. Approvals obtained by the Company

1. Legal Entity Identifier certificate has been issued to the Company bearing no. 894500Q78I5CP8ZLV929 by
Legal Identifier Registration Agent on January 16, 2024. The certificate is valid till January 16, 2026.

2. Udyam Registration Certificate issued to the Company bearing no. UDYAM-DL-11-0015467 by Ministry of
Micro, Small and Medium Enterprises on June 29, 2021.

Registration/
Sr.
Description Approval/ Certificate Issuing Authority Date of Issue Date of Expiry
No.
Number
Maharashtra
1. Certificate of MOH/HW/131/PNDT Medical Officer of November 24, November 25, 2026
Registration of Health, H/West 2021
the Genetic Ward, Government
Clinic under of Maharashtra
Pre-Natal
Diagnostic
Techniques

Page 327 of 475

 Registration/
Sr.
Description Approval/ Certificate Issuing Authority Date of Issue Date of Expiry
No.
Number
(Regulation
and Prevention
of Misuse) Act,
1994 for the
premise
situated at
3rd & 4th
Floor Shree
Swami Krupa
Samaj Kendra
Building
Anand Vihar
Society, 20th
Road
Chitrakar
Dhurandar
Marg Khar
Mumbai,
Mumbai City,
Maharashtra -
400052.
2. Fire Safety Invoice No. 1906 Varna Fire Services January 15, January 14, 2027
Certificate for 2026
the premise
situated at
Khar West,
Mumbai
certifying that
the fire
equipments are
inspected,
refilled,
reconditioned,
hydraulic
pressure
tested.
Punjab
3. Certificate of DAA/LDH/390A District Appropriate January 02, January 01, 2027
Registration of Authority Cum Civil 2022
the Genetic Surgeon, Ludhiana
Clinic under
Rule 6(2) and
6(5) of Pre-
Natal
Diagnostic
Techniques
(Regulation
and Prevention
of Misuse)
Rules, 1996
issued to Dr.
Sayesha Bawa
for the
Company
having the
premise
situated at
Bawa
Hospital, Near

Page 328 of 475

 Registration/
Sr.
Description Approval/ Certificate Issuing Authority Date of Issue Date of Expiry
No.
Number
Old Dandi
Swami
Mandir, Civil
Lines,
Ludhiana - 141
001.
4. Certificate of PB/AC/2023/14127/L2 Director Health January 22, January 21, 2029
Registration /Ludhiana/085 Services (FW), 2024
ART Clinic Punjab, Chandigarh
(Level 2)
issued to the
Company for
premises
situated at
Bawa Hospital
Premises, Near
Old Dandi
Swami
Mandir, Civil
Lines,
Ludhiana - 141
001.*
Jammu and Kashmir
5. Certification 0101000473 District Registering July 04, 2025 July 04, 2026
of provisional Authority, Srinagar,
registration Government of
under section Jammu and Kashmir
15 of Clinical
Establishments
(Registration
and
Regulation)
Act, 2010.*
6. Fire Safety DFES/FP/02/2022- Office of the Director February 18, Three Months#
Certificate for 04/CC-7079330-7871 Fire and Emergency 2025
the premises Services, Jammu and
situated at Kashmir
M.A. Plaza,
Ground
Floor, IG
Road
Hyderpora,
Opposite
Jamia Masjid,
Srinagar,
Jammu and
Kashmir –
190014*
Bihar
7. Fire Safety 798 ID-01, F.O-2022 District Fire Officer, November 20, November 20,
Certificate for Bihar Fire Service 2025 2026
the premises
situated at
303B, Third
Floor, Orchid
Mall, Opposite
A N College,
boring Road,
Patna - 800013

Page 329 of 475

 Registration/
Sr.
Description Approval/ Certificate Issuing Authority Date of Issue Date of Expiry
No.
Number
8. Certificate of 980/2025 District Magistrate, April 04, 2025 April 03, 2030
Registration of Patna
the Ultrasound
(Invasive and
Non-Invasive)
under Rule
6(3), 6(5) and
8(3) of Pre-
Natal
Diagnostic
Techniques
(Regulation
and Prevention
of Misuse)
Rules, 1996
for the premise
situated at No.
303 B on 3rd
Floor in
Orchid Mall,
Opposite: A N
College,
Boring -
Pataliputra
Road, Patna-
800013*
9. Certification 1291/2025 Office of the Civil December 26, December 25, 2026
of registration Surgeon-cum-Chief 2025
under section Medical Officer,
15 of Clinical Patna
Establishments
(Registration
and
Regulation)
Act, 2010.
Karnataka
10. Certificate of 3133 District January 1, 2024 December 31, 2028
Registration of Appropriate
the Genetic Authority,
Clinic – Deputy
Ultrasound Commissioner,
(Invasive and PC & PNDT
Non-Invasive) (Health
under Rule Department),
6(2), 6(5) and Bengaluru Urban
8(2) of Pre- District, Bengaluru
Natal
Diagnostic
Techniques
(Regulation
and Prevention
of Misuse)
Rules, 1996
for the premise
situated at No.-
764, Janson
Avenue, 1st
Floor, 100
Feet Road,

Page 330 of 475

 Registration/
Sr.
Description Approval/ Certificate Issuing Authority Date of Issue Date of Expiry
No.
Number
Indiranagar,
Bangalore. *
11. Certificate of BLU05845ALH1A District November 9, November 8, 2028
Registration Registration 2023
granted under Authority,
Karnataka Government of
Private Karnataka
Medical
Establishment
(Amended)
Act, 2018 and
Rules, 2018
for providing
medical
services as a
Hospital
(Level 1A) and
Allopathy
system of
Medicine for
the premise
situated at
No.-764,
Janson
Avenue, 1st
Floor, 100
Feet Road,
Indiranagar,
Bangalore.*
Delhi
12. Certificate of PNDT/Delhi/DAA/SD Office of July 18, 2023 June 13, 2028
Registration of /HK/2023/566 District
the Genetic Magistrate/
Clinic for non- Appropriate
invasive Authority,
ultrasound Government of
under Rule National
6(2), 6(5) and Capital
8(2) of Pre- Territory of
Natal Delhi
Diagnostic
Techniques
(Regulation
and Prevention
of Misuse)
Rules, 1996 for
the premise
situated at A-
19, Ground
Floor, Kailash
Colony, New
Delhi
110048.*
13. Certificate of DL/AC/2023/14145/L Chairperson, October 07, October 06, 2029
Registration 1/SD/15 U.T.A.A. (ART 2024
ART Clinic & Surrogacy)
(Level 1) Special
issued to the Secretary,
Company for. Health &

Page 331 of 475

 Registration/
Sr.
Description Approval/ Certificate Issuing Authority Date of Issue Date of Expiry
No.
Number
premises Family
situated at A- Welfare,
19, GF, GNCT of Delhi
Kailash
Colony, New
Delhi –
110048. *
14. Fire Safety - S. S. 15.07.2025 15.07.2026
Certificate Enterprises
providing no
objection for
the premise
situated at A-
19, Ground
Floor, Kailash
Colony, New
Delhi.
15. Permission - Municipal January 18, April 17, 2026
Letter for Corporation of 2026
display of Delhi, Office of
signage/self- the
advertisement Commercial
issued to the Officer
Company (Advertisement)
under Outdoor
Advertisement
Policy, 2017,
Delhi
Municipal
Corporation
Act, 1957 and
Bye Laws for
premises
situated at A-
19, GF,
Kailash
Colony, New
Delhi –
110048.
16. Certificate of DL/AC/2022/11258/L Chairperson, December 30, December 29,
Registration 2/SWD/68 U.T.A.A. (ART 2024 2029
ART Clinic & Surrogacy)
(Level 2) Special
issued to the Secretary,
Company for Health &
premises Family
situated at Welfare,
B1/51 GNCT of Delhi
Janakpuri,
New Delhi
110058.
17. Certificate of DL/SC/2022/10653/S Chairperson, December 30, December 29,
Registration C/SWD/45 U.T.A.A. (ART 2024 2027
Surrogacy & Surrogacy)
Clinic issued Special
to the Secretary,
Company for Health &
premises Family
situated at Welfare,

Page 332 of 475

 Registration/
Sr.
Description Approval/ Certificate Issuing Authority Date of Issue Date of Expiry
No.
Number
B1/51 GNCT of Delhi
Janakpuri,
New Delhi
110058.
18. Fire Safety Ref. No 01/2026 Indian Branded January 17, January 16, 2027
Certificate Fire 2026
for Fire Extinguisher
Safety
Installation
and Check for
refilling and
installation of
fire
extinguishers
issued to the
Company for
premises
located at
B1/51
Janakpuri,
New Delhi
110058.
Particulars: 16
ABC Type
and 1 Co2
Type fire
extinguishers.
19. License for 50890000006923 Government of December 27, Valid until
working of a N.C.T of Delhi, 2018 Cancelled
lift issued to Labour
the Director Department
of the (Electrical
Company Section)
under Delhi
Lift Rules,
1942 for
premises
situated at
B1/51
Janakpuri,
New Delhi
110058.*
20. Authorization MCDHR-0120-280956 Municipal Date of issue: November 17,
for Corporation of November 2026
Registration Delhi 20, 2025
for Birth & Valid from:
Death November 11,
registration 2025
issued to
Gaudium
Women
Hospital for
premises
situated at B-
1/51 Dharam
Marg,
Janakpuri
(West), Delhi
110058.**

Page 333 of 475

 Registration/
Sr.
Description Approval/ Certificate Issuing Authority Date of Issue Date of Expiry
No.
Number
21. Certificate of DL1A3211 Transport January 06, January 05, 2027
Fitness for Department, 2025
Ambulance GNCT of Delhi
issued to
Gaudium
Women
Hospital for
premises
situated at
B-1/51
Dharam
Marg,
Janakpuri
(West), Delhi
110058.**
22. Registration DHS/NH/1827 Directorate August 11, March 31, 2026
Certificate General of 2023
issued to Health
Gaudium Services,
Woman Government of
Hospital NCT of Delhi
under Section
5 of Delhi
Nursing
Homes
Registration
Act, 1953 for
the premise
situated at B-
1/51,
Janakpuri,
New Delhi
110058.**
23. Certificate of DL/SW/2021/382 District January 24, January 23, 2027
Registration Magistrate, 2022
of the Genetic Appropriate
Clinic issued Authority,
to Gaudium South West
Women District, New
Hospital Delhi
under Pre-
Natal
Diagnostic
Techniques
(Prohibition
of Sex
Selection)
Act, 1994 for
the premise
situated at B-
1/51,
Janakpuri,
New Delhi
110058.**
24. Structural GTB/ST-37/2022 GTB Architect October 6, Valid until
Stability and Interior 2022 cancelled
Certificate Service
issued to
Gaudium

Page 334 of 475

 Registration/
Sr.
Description Approval/ Certificate Issuing Authority Date of Issue Date of Expiry
No.
Number
Women
Hospital for
the premise
situated at B-
1/51,
Janakpuri,
New Delhi.
**
25. Certificate of 8900080514607 Registry of April 21, April 25, 2028
Registration Hospitals in 2022
issued to Network of
Gaudium Insurance
Women (ROHINI)
Hospital. **
26. Approval CDMO/SWD/MTP/01 Directorate May 23, 2022 Valid until
under 39/25/02/2019 General of cancelled
Medical Health
Termination Services,
of Pregnancy Government of
Act, 1971 NCT of Delhi
issued to
Gaudium
Women
Hospital for
the premise
situated at B-
1/51,
Janakpuri,
New Delhi.
**
* All above-mentioned approvals are in the earlier name of the Company i.e. Gaudium IVF and Women
Health Private Limited.
** The above-mentioned approval is in the name of Gaudium Women Hospital, a unit of Gaudium IVF and
Women Health Limited.
#
Our Company is in process of applying for renewal of the Fire Safety Certificate. For more information,
please refer to the section titled “Government and Other Statutory Approvals – V. Applications yet to be filed
by the Company” on page 347 of this Red Herring Prospectus.

II. TAX RELATED APPROVALS

A. Approvals obtained by the Company

1. The Company has been allotted Tax Deduction and Collection Account Number (TAN) bearing
no. DELG21756A on January 06, 2025.

2. The Company has been allotted Permanent Account Number (PAN) bearing AAFCG9353E on March 24,
2015.

3. The Company has obtained GST certificates for the following premises and its respective states:

S. Registration/ Approval/ Issuing Date of

Description Date of Issue
No. Certificate Number Authority Expiry
Jammu & Kashmir

Page 335 of 475

 S. Registration/ Approval/ Issuing Date of
Description Date of Issue
No. Certificate Number Authority Expiry
1. Certificate of registration 01AAFCG9353E1ZV Government October 13, 2024 Valid Until
issued to the Company under of India Cancelled
the provisions of Central
Goods and Services Tax Act,
2017 for premises situated at
M.A. Plaza, Ground Floor, IG
Road Hyderpora Opp. Jamia
Masjid, Srinagar, Jammu
and Kashmir -190014
Karnataka
2. Certificate of registration 29AAFCG9353E1ZD Government September 20, 2024 Valid Until
issued to the Company under of India Cancelled
the provisions of Central
Goods and Services Tax Act,
2017 for premises situated at
No.764, Indiranagar,
Bengaluru, Bengaluru Urban,
Karnataka –560038.
Delhi
3. Certificate of registration 07AAFCG9353E1ZJ Government February 06, 2025 Valid Until
issued to the Company under of India Cancelled
the provisions of Central
Goods and Services Tax Act,
2017 for premises situated at
B-1/51, Janakpuri, New Delhi
110058.

4. The various registrations obtained in respect of professional tax by our Company are as follows:

Registration/
S. Approval/ Issuing
Description Date of Issue Date of Expiry
No. Certificate Authority
Number
Maharashtra
1. Professional Tax Enrollment 99284583020P DS Government With effect from: Valid Until
Certificate issued under the of Maharashtra, April 01, 2023 Cancelled
provision of sub-section(2) Maharashtra
of sub-section (2A) or sub- Sales Tax
section (3) of section 5 the Department
Maharashtra State Tax on
Professions, Trades,
Callings and Employments
Act, 1975 to the Company
for the premises situated at
3rd & 4th Floor Shree
Swami Krupa Samaj Kendra
Building Anand Vihar
Society, 20th Road Chitrakar
Dhurandar Marg Khar
Mumbai, Mumbai City,
Maharashtra - 400052*

Page 336 of 475

 Registration/
S. Approval/ Issuing
Description Date of Issue Date of Expiry
No. Certificate Authority
Number
2. Professional Tax 27662144837P DS Government With effect from: Valid Until
Registration Certificate of Maharashtra, April 27, 2023 Cancelled
issued under the provision of Maharashtra
sub-section(1) of section 5 Sales Tax
of the Maharashtra State Tax Department
on Professions, Trades,
Callings and Employment
Act, 1975to the Company
for the premises situated at
3rd & 4th Floor Shree
Swami Krupa Samaj Kendra
Building Anand Vihar
Society, 20th Road
Chitrakar Dhurandar Marg
Khar Mumbai, Mumbai
City, Maharashtra - 400052*
Karnataka
3. Professional Tax Enrolment 1171026151 Professional December 02, 2024 Valid Until
Certificate issued under the Tax Officer Cancelled
provision of Karnataka Tax
on Professions, Trades,
Callings and Employments
Act, 1976 to the Company
for the premises situated at
No.764, Indiranagar,
Bengaluru, Bengaluru
Urban, Karnataka – 560038
4. Professional Tax 371569701 Professional December 02, 2024 Valid Until
Registration Certificate Tax Officer Cancelled
issued under the provision of
Karnataka Tax on
Professions, Trades,
Callings and Employments
Act, 1976 to the Company
for the premises situated at
No.764, Indiranagar,
Bengaluru, Bengaluru
Urban, Karnataka – 560038
Bihar
5. Professional Tax 10AAFCG9353ER Joint With effect from: May Valid Until
Registration Certificate Commissioner, 01, 2024 Cancelled
issued under the provision of Commercial
Bihar Tax on Professions, Taxes
Trades, Calling and
Employments Act, 2011 to
the Company for premises
situated at Office No. 02 and
3-B, 3rd Floor In Orchid
Mall, Opposite: A N
College, Boring - Pataliputra
Road, Patna- 800013
Punjab
6. Professional Tax E30AAFCG9353E Department of March 24, 2015 Valid Until
Registration Certificate Excise and Cancelled
issued under the provision o taxation, Punjab
The Punjab State Tax on
Professions, Trades,

Page 337 of 475

 Registration/
S. Approval/ Issuing
Description Date of Issue Date of Expiry
No. Certificate Authority
Number
Callings and Employment
Act, 1977 for the premises
situated at Bawa Hospital,
Near Old Dandi Swami
Mandir, Civil Lines,
Ludhiana - 141 001.
* All above-mentioned approvals are in the earlier name of the Company i.e. Gaudium IVF and Women
Health Private Limited.

III. LABOUR RELATED APPROVALS

A. Approvals obtained by the Company

1. Letter dated August 26, 2019 issued under the Employee Provident Fund and Miscellaneous Provisions
Act, 1952 for allotment of code bearing no. DLCPM1991809000 to the Company.

Registration/
S. Approval/ Issuing
Description Date of Issue Date of Expiry
No. Certificate Authority
Number
Maharashtra
1. Implementation letter 31111268980011402 Regional April 5, 2023 Valid until
issued under the Employees’ Office, cancelled
State Insurance Act, 1948 to Employees’
the Company for the State Insurance
premises situated at 3rd & Corporation
4thFloor Shree Swami Krupa
Samaj Kendra Building
Anand Vihar Society, 20th
Road Chitrakar Dhurandar
Marg Khar Mumbai,
Mumbai City, Maharashtra
400052.
2. Establishment Code issued MUMUMG001129 Maharashtra April 01, 2023 Valid until
to the Company for Labour cancelled
premises situated at 3rd. & Welfare
4th floor, Samaj Kendra Board
Building, Anand Vihar
Society, 20th Road,
Chitrakar Dhurandhar
Marg, Khar West, Mumbai
– 400052.*
3. Certificate of Registration 820276085/HW Principal February 04, Valid until cancelled
under Maharashtra Shop and Ward/COMMER Officer under 2025
Establishments (Regulations CIAL II Maharashtra
of Employment and Shops and
conditions of Service) Act, Establishment
2017 for the premise Act, 2017
situated at 3rd & 4thFloor
Shree Swami Krupa Samaj
Kendra, Building Anand
Vihar Society, 20th Road
Chitrakar Dhurandar Marg
Khar Mumbai, Mumbai
City, Maharashtra 400052.
Punjab

Page 338 of 475

 Registration/
S. Approval/ Issuing
Description Date of Issue Date of Expiry
No. Certificate Authority
Number
4. Implementation letter 26111268980021402 Regional September 02, Valid Until
issued under the Employees’ Office, 2024 Cancelled
State Insurance Act, 1948 to Employees’
the Company for the State Insurance
premises situated at Bawa Corporation
Hospital Premises, Near
Old Dandi, Swami
Mandir, Civil Lines,
Ludhiana, Punjab
5. Certificate of Registration LDH/N06/00249411 Shop and December 03, Renewable on
under Punjab Shops and Commercial 2024 March 31 of every
Commercial Establishment Establishment year
Act, 1958 issued to the Labour
Company for the premises Inspector,
situated at Bawa Ludhiana
Hospital Premises, Near Old
Dandi, Swami Mandir, Civil
Lines, Ludhiana, Punjab.
Jammu and Kashmir
6. Implementation letter 19111268980011402 Regional September 02, Valid Until
issued under the Employees’ Office, 2024 Cancelled
State Insurance Act, 1948 to Employees’
the Company for the State Insurance
premises situated at M.A. Corporation
Plaza, Ground Floor, IG
Road Hyderpora, Opposite
Jamia Masjid, Srinagar,
Jammu and Kashmir -
190014.
7. Certificate of Registration 3355661787 Inspector Under December 12, March 31, 2026
under Government of Jammu & 2023
Jammu and Kashmir Shops Kashmir Shops
and Establishment Act, 1966 and Establishment
for the premise situated at Act, 1966
M.A. Plaza, Ground Floor,
IG Road Hyderpora,
Opposite Jamia Masjid,
Srinagar. *
Bihar
8. Certificate Of Registration P.T./TBSE_REG/2 Labour December 05, 2024 Valid Until
under Bihar Shops and 024/ 09978 Resources Cancelled
Establishment Act, 1953 Department
for the premises
situated at Office No. 02 and
3-B, 3rd Floor In Orchid
Mall, Opposite: A N
College, Boring Pataliputra
Road, Patna- 800013 -
9. Implementation letter issued 4211126898001140 Regional Office, April 03, 2021 Valid Until
under the Employees’ State 2 Employees’ Cancelled
Insurance Act, 1948 to the State Insurance
Company for the premises Corporation
situated at Office No. 02 and
3-B, 3rd Floor In Orchid
Mall, Opposite: A N
College, Boring Pataliputra
Road, Patna- 800013
Karnataka

Page 339 of 475

 Registration/
S. Approval/ Issuing
Description Date of Issue Date of Expiry
No. Certificate Authority
Number
10. Implementation letter issued 5311126898001140 Regional Office, September 02, 2024 Valid Until
under the Employees’ State 2 Employees’ Cancelled
Insurance Act, 1948 to the State Insurance
Company for the premises Corporation
situated at No.-764, Janson
Avenue, 1st Floor, 100
Feet Road,
Indiranagar, Bangalore
560038.
11. Certificate of Registration 19/112/CE/0218/202 Senior December 04, 2024 December 31, 2028
under Government of 4 Labour
Karnataka Shops and Inspector,
Establishment Act, 1961 for Government
the premise situated at No.- Of
764, Janson Avenue, 1st Karnataka:
Floor, 100 Feet Road, Department
Indiranagar, Bangalore Of Labour
560038.
12. Certificate of Registration 19/112/CE/0245/202 Senior October 14, 2024 December 31, 2028
under Government of 4 Labour
Karnataka Shops and Inspector,
Establishment Act, 1961 for Government
the premise situated at No.- Of
764, Janson Avenue, 1st Karnataka:
Floor, 100 Feet Road, Department
Indiranagar, Bangalore Of Labour
560038.
Delhi
13. Implementation letter issued 11001268980001402 Regional August 26, 2019 Valid Until
under the Employees’ State Office, Cancelled
Insurance Act, 1948 to the Employees’
Company for the premises State Insurance
situated at B-1/51, Corporation
Janakpuri, New Delhi -
110058.
14. Certificate of Registration of 2026011046 Department of February 07, 2026 February 7, 2047
Commercial Establishment Labour,
under Delhi Shops and Government of
Establishment Act, 1954 for NCT of Delhi
the premise situated at B1/51
Janakpuri, New Delhi, Delhi
- 110058.
Nature of business:
Medical, Diagnostic &
Hospital Supplied
15. Certificate of Registration of 2026012703 Department of February 12, 2026 February 12, 2047
Commercial Establishment Labour,
under Delhi Shops and Government of
Establishment Act, 1954 for NCT of Delhi
the premise situated at A-19,
Ground Floor, Ground
Floor, Kailash Colony, New
Delhi, Delhi - 110048.
Nature of business:
Medical, Diagnostic &
Hospital Supplied
16. Implementation letter issued DLCPM199180900 Ministry of August 26, 2019 Valid Until
under the Employees' 0 Labour & Cancelled

Page 340 of 475

 Registration/
S. Approval/ Issuing
Description Date of Issue Date of Expiry
No. Certificate Authority
Number
Provident Funds and Employment,
Miscellaneous Provisions Government of
Act, 1952 to the Company India
for the premises situated at
B-1/51, Janakpuri, New
Delhi - 110058.
* The above-mentioned approvals are in the earlier name of the Company i.e. Gaudium IVF and Women Health Private
Limited.

ENVIRONMENT RELATED APPROVALS

A. Approvals obtained by the Company

S. Description Registration/ Approval/ Issuing Date of Date of

No. Certificate Number Authority Issue Expiry
Jammu and Kashmir
1. Certificate of registration issued to CCWMC/15/01/524/26 Clean City January 15, December
the Company with the Common Waste 2026 13, 2026
Bio Medical Waste Treatment Management
Facility for the premise situated at Co.
M.A. Plaza, Ground Floor, IG
Road Hyderpora, opposite Jamia
Masjid, Srinagar.
Bihar
2. Authorization for operating a BMW/2854/25/B-2975 Bihar State December December
facility for collection, reception, Pollution 06, 2025 05, 2030
treatment, storage, transport and Control Board
disposal of bio-medical wastes
issued to the Company under Rule
10 of the Bio-Medical Waste
Management Rules, 2016 for
premises located at Office No. 3B,
Third Floor in Orchid Mall,
Opposite A N College, Patlipura
Road, Patna - 800013
3. Letter of Registration for CBWTF/5539/2024 Indira Gandhi November Valid until
transportation, treatment and Institute of 24, 2025 cancelled
disposal of bio-medical waste Medical
issued to the Company at premises Sciences
Office No. 303 B on 3rd Floor in
Orchid Mall, Opposite: A N
College, Boring - Pataliputra
Road, Patna- 800013
Karnataka
4. Letter of Authorization under Bio PCB/BCE/BMW/1372/2023- Karnataka September Valid until
Medical Waste Management 24/564 State Pollution 13, 2023 cancelled
Rules, 2016 for operating a facility Control Board
for Generation, Segregation,
Collection, Reception, Treatment,
Storage, Transport and Disposal of
Biomedical Wastes at the premise
situated at 764, Jason Avenue, 1st
Floor, 100 Feet Road, Indiranagar,
Bengaluru – 560038.
5. Letter of Authorization under Bio 1124920 Maridi Bio September August 31,
Medical Waste Management Industries 01, 2025 2026

Page 341 of 475

S. Description Registration/ Approval/ Issuing Date of Date of
No. Certificate Number Authority Issue Expiry
Rules, 2016 for operating a facility Private
for Generation, Segregation, Limited
Collection, Reception, Treatment,
Storage, Transport and Disposal of
Biomedical Wastes at the premise
situated at 764, Jason Avenue, 1st
Floor, 100 Feet Road, Indiranagar,
Bengaluru – 560038.
6. Authorization for Clinic for 203650 Karnataka September Valid until
operating a facility for generation, State Pollution 15, 2023 Cancelled
collection, reception, treatment, Control Board
storage, transport and disposal of
biomedical wastes under Bio-
Medical Waste Management
Rules, 2016 for premises situated
at 764, Jason Avenue, 1st Floor,
100 Feet Road, Indiranagar,
Bengaluru – 560038*
Delhi
7. Letter of Authorization under Bio DPCC/(11)(5)(01)/2025/BMW Delhi Pollution November Five (5)
Medical Waste Management /NST/AUTH/75272253T Control 07, 2025 Years
Rules, 2016 for the premise Committee
situated at A-19, Ground Floor
Kailash Colony, New Delhi.
8. Authorization under Bio DPCC/(11)(5)(01)/2025/BMW Delhi Pollution November October
Medical Waste Management /NST/AUTH/28009624K Control 07, 2025 27, 2030
Rules, 2016 for Generation, Committee
Segregation, Collection, Storage of
Biomedical Waste at the premises
and for Transportation, Treatment
and Disposal of Bio-Medical
Waste through Common Bio-
Medical Waste Treatment Facility
(CBMWTF) at B-1/51, Janakpuri,
New Delhi – 110058
9. Noise Monitoring Report for the GES/R1025/18017 Delhi Pollution October 25, Valid till
premise situated at B-1/51, Control 2025 cancelled
Janakpuri, New Delhi – 110058 Committee,
Department of
Environment
(Government
of NCT of
Delhi)
10. Noise Monitoring Report for the GES/R1025/18018 Delhi Pollution October 25, Valid till
premise situated at B-1/51, Control 2025 cancelled
Janakpuri, New Delhi – 110058 Committee,
Department of
Environment
(Government
of NCT of
Delhi)
11. Combined Consent And Bio- MPCB-BMW_AUTH Maharashtra June June
Medical Waste Authorization 0000048855 State Pollution 09,2023 08,2026
(Cca) Under The Provisions Of Control Board
Water (P&Cp) Act, 1974, Air
(P&Cp) Act, 1981, Environment
(P) Act, 1986 And Rules Made
There Under Including Bmw
Management Rules, 2016,

Page 342 of 475

 S. Description Registration/ Approval/ Issuing Date of Date of
No. Certificate Number Authority Issue Expiry
Amendment Rules, 2018 For
Premises 2nd, 3rd & 4th Floor,
Samaj Kendra Building, Anand
Vihar Society, 20th Road,
Chitrakar Dhurandar Marg, Khar
(West), Mumbai Suburban-
400052
* The above-mentioned approval is in the earlier name of the Company i.e. Gaudium IVF and Women Health Private
Limited.

INTELLECTUAL PROPERTY RELATED APPROVALS

A. Approvals obtained by the Company
The Company has entered a Deed of Assignment dated February 17, 2023 with Dr. Manika Khanna,
Promoter Chairperson & Managing Director of the Company under which Dr. Manika Khanna has assigned
61 trademarks to the Company. The Company has received registration certificates in its name for the
following 13 registered trademarks from the Registrar of Trademarks following such assignment:

Trademark Issuing Date of Date of

Description Applicant Status Trademark
No. authority Issue Expiry
4219890 Pharmaceutical and Registrar of The Registered June 28, June 27, GAUDIUM
Veterinary Preparations; Trademarks Company 2019 2029 CARE
Sanitary Preparations for , Trade
Medical Purposes; Dietetic Marks
Substances Adapted for Registry
Medical Use, Food for Mumbai
Babies; Plasters, Materials
for Dressings; Material for
Stopping Teeth, Dental
Wax; Disinfectants;
Preparations for
Destroying Vermin;
Fungicides, Herbicides
Class: 5
4219895 Pharmaceutical and Registrar of The Registered June 28, June 27, GAUDIUM
Veterinary Preparations; Trademarks Company 2019 2029 STYLE
Sanitary Preparations for , Trade
Medical Purposes; Dietetic Marks
Substances Adapted for Registry
medical use, food for Mumbai
babies; plasters, materials
for dressings; material for
stopping teeth, dental wax;
Disinfectants; Preparations
for Destroying Vermin;
Fungicides, Herbicides
Class: 5
3900368 Pharmaceutical, Veterinary Registrar of The Registered July 27, July 26,
and Sanitary Preparations; Trademarks Company 2018 2028
Dietetic Substances , Trade
Adapted for Medical Use, Marks
Food for Babies; Plasters, Registry
Materials for Dressings; Mumbai
Materials for Stopping
Teeth, Dental Wax;
Disinfectants; Preparation
for Destroying Vermin;
Fungicides, Herbicides

Page 343 of 475

Trademark Issuing Date of Date of
Description Applicant Status Trademark
No. authority Issue Expiry
Class: 5

3901117 Import, Export, Wholesale, Registrar of The Registered July 28, July 27,
Retail, Marketing and Trademarks Company 2018 2028
Online Trading E- , Trade
commerce of Marks
Pharmaceutical and Registry
Surgical Goods Mumbai

Class: 35
3904676 Import, Export, Wholesale, Registrar of The Registered August July 31,
Retail, Marketing and Trademarks Company 01, 2028
Online Trading E- , Trade 2018
Commerce of Marks
Pharmaceutical and Registry
Surgical Goods Mumbai

Class: 35
4616203 Pharmaceutical, Veterinary Registrar of The Registered August August
and Sanitary Preparations; Trademarks Company 19, 18, 2030
Dietetic Substances , Trade 2020
Adapted for Medical Use, Marks
Food for Babies; Plasters, Registry
Materials for Stopping Mumbai GAUDIUM
Teeth, Dental Wax; VAGI-3
Disinfectants, Preparation
for Destroyin Vermin;
Fungicides, Herbicides

Class: 5
4616201 Pharmaceutical, Veterinary Registrar of The Registered August August
and Sanitary Preparations; Trademarks Company 19, 18,
Dietetic Substances , Trade 2020 2030
Adapted for Medical Use, Marks
Food for Babies; Plasters, Registry
Materials for Stopping Mumbai
Teeth, Dental Wax;
Disinfectants, Preparation
for Destroyin Vermin;
Fungicides, Herbicides

Class: 5
4616202 Pharmaceutical, Veterinary Registrar of The Registered August August
and Sanitary Preparations; Trademarks Company 19, 18,
Dietetic Substances , Trade 2020 2030
Adapted for Medical Use, Marks
Food for Babies; Plasters, Registry GAUDIUM
Materials for Stopping Mumbai VAGI
Teeth, Dental Wax; CLEAN
Disinfectants, Preparation
for Destroyin Vermin;
Fungicides, Herbicides

Page 344 of 475

Trademark Issuing Date of Date of
Description Applicant Status Trademark
No. authority Issue Expiry
Class: 5

4616200 Pharmaceutical, Veterinary Registrar of The Registered August August

and Sanitary Preparations; Trademarks Company 19, 18,
Dietetic Substances , Trade 2020 2030
Adapted for Medical Use, Marks
Food for Babies; Plasters, Registry
Materials for Stopping Mumbai
Teeth, Dental Wax;
Disinfectants, Preparation
for Destroyin Vermin;
Fungicides, Herbicides

Class: 5
4583546 Pharmaceutical, Veterinary Registrar of The Registered July 27, July 26, GAUDIUM
and Sanitary Preparations; Trademarks Company 2020 2030 VAGI
Dietetic Substances , Trade HEALTH
Adapted for Medical Use, Marks
Food for Babies; Plasters, Registry
Materials for Stopping Mumbai
Teeth, Dental Wax;
Disinfectants, Preparation
for Destroyin Vermin;
Fungicides, Herbicides

Class: 5
4592648 Pharmaceutical, Veterinary Registrar of The Registered August July 31,
and Sanitary Preparations; Trademarks Company 01, 2030
Dietetic Substances , Trade 2020
Adapted for Medical Use, Marks
Food for Babies; Plasters, Registry
Materials for Stopping Mumbai
Teeth, Dental Wax;
Disinfectants, Preparation
for Destroyin Vermin;
Fungicides, Herbicides

Class: 5
4583545 Pharmaceutical, Veterinary Registrar of The Registered July 27, July 26, GAUDIUM
and Sanitary Preparations; Trademarks Company 2020 2030 Y-
Dietetic Substances , Trade STRONG
Adapted for Medical Use, Marks
Food for Babies; Plasters, Registry
Materials for Stopping Mumbai
Teeth, Dental Wax;
Disinfectants, Preparation
for Destroyin Vermin;
Fungicides, Herbicides

Class: 5

Page 345 of 475

 Trademark Issuing Date of Date of
Description Applicant Status Trademark
No. authority Issue Expiry
4592649 Pharmaceutical, Veterinary Registrar of The Registered August July 31,
and Sanitary Preparations; Trademarks Company 01, 2020 2030
Dietetic Substances , Trade
Adapted for Medical Use, Marks
Food for Babies; Plasters, Registry
Materials for Stopping Mumbai
Teeth, Dental Wax;
Disinfectants, Preparation
for Destroyin Vermin;
Fungicides, Herbicides

Class: 5

IV. PENDING APPROVALS

A. Applications made by the Company
1. For the premises situated at Number 764, Janson Avenue, 1st Floor, 100 Feet Road, Indiranagar,
Bangalore - 560038.
a. The Company has made an application bearing number KA/AC/2024/16004 for establishment of an ART
clinic under the Assisted Reproductive Technology (Regulation) Act, 2021.
b. The Company has made an application for change of name to Gaudium IVF and Women Health Limited
for certificate of registration issued under Genetic Clinic – Ultrasound (Invasive and Non-Invasive) under
Rule 6(2), 6(5) and 8(2) of Pre-Natal Diagnostic Techniques (Regulation and Prevention of Misuse)
Rules, 1996.
c. The Company has made an application for change of name to Gaudium IVF and Women Health Limited
for certificate of authorization operating a facility for generation, collection, reception, treatment, storage,
transport and disposal of biomedical wastes under Bio-Medical Waste Management Rules, 2016.

d. The Company has made an application for change of name to Gaudium IVF and Women Health Limited
for certificate of Registration granted under Karnataka Private Medical Establishment (Amended) Act,
2018 and Rules, 2018
2. For the premises situated at 3rd and 4th Floor, Samaj Kendra Building, Anand Vihar Society, 20th
Road, Khar (West), Mumbai - 400052.
a. The Company has applied for establishment of an ART Clinic under the Assisted Reproductive
Technology (Regulation) Act, 2021. The Application Form bearing no. MH/AC/2022/11262 has been
submitted to the Appropriate Authority to grant the approval of establishing an ART Clinic.
b. The Company has made an application for change of name to Gaudium IVF and Women Health Limited
for certificate for registration of establishment code issued to the Company by Maharashtra welfare labour
board.
3. For the premises situated at A-19, Ground Floor, Kailash Colony, New Delhi - 110048.
a. The company has made an application for name change to Gaudium IVF and Women Health Limited for
the Certificate of Registration of the Genetic Clinic for non-invasive ultrasound under Rule 6(2), 6(5) and
8(2) of Pre-Natal Diagnostic Techniques (Regulation and Prevention of Misuse) Rules, 1996
b. The company has made an application for name change to Gaudium IVF and Women Health Limited for
the Certificate of Registration ART Clinic (Level 1).
4. For the premises situated at Office Number 303, B on 3 rd floor in Orchid Mall, Opposite A N College,
Boring - Pataliputra Road, Patna - 800013.

Page 346 of 475

 a. The Company has made an application bearing no. BR/AC/2024/15886 for ART Clinic to the ART Clinic
Authority under the Assisted Reproductive Technology (Regulation) Act, 2021.
5. For the premises situated at M.A. Plaza, Ground Floor, IG Road Hyderpora, Opposite Jamia Masjid,
Srinagar - 190014.
a. The Company has made an application bearing no. JK/AC/2024/16005 for the establishment of an ART
Clinic under the Assisted Reproductive Technology (Regulation) Act, 2021.
b. The Company has made an application vide Form A for registration of Genetic Counselling Center/
Genetic Laboratory/ Genetic Clinic/Ultrasound Clinic/ Imaging Centre on November 23, 2024 under the
provisions of Pre-Natal Diagnostic Techniques (Regulation and Prevention of Misuse) Rules, 1996.

6. For the premises situated at B-1/51, Janakpuri, New Delhi – 110058.

a. The company has made an application for name change to Gaudium IVF and Women Health Limited for
Registration Certificate issued to Gaudium Woman Hospital under Section 5 of Delhi Nursing Homes
Registration Act, 1953
b. The Company has made an application for renewal of certificate for registration of Gaudium Woman
Hospital under Section 5 of Delhi Nursing Homes Registration Act, 1953.

c. The company has made an application for name change to Gaudium IVF and Women Health Limited for
certificate of registration granted towards the licence of the working lift.
V. Applications yet to be filed by the Company

S. Registration Approving
Nature of approval Location
No Number authority
1. Application for change of name to Gaudium IVF PB/AC/2023/14127/ Ludhiana, Director Health
and Women Health Limited (from Gaudium IVF L2/Ludhiana/085 Punjab Services (FW),
and Women Health Private Limited). The Punjab,
certificate of Registration is granted towards Chandigarh
ART Clinic (Level 2).
2. Application for change of name to Gaudium IVF 99284583020P Mumbai, DS Government
and Women Health Limited (from Gaudium IVF Maharashtra of Maharashtra,
and Women Health Private Limited). The Maharashtra
certificate is granted towards enrollment of Sales Tax
professional tax. Department
3. Application for change of name to Gaudium IVF 27662144837P Mumbai, DS Government
and Women Health Limited (from Gaudium IVF Maharashtra of Maharashtra,
and Women Health Private Limited). The Maharashtra Sales
certificate is granted towards registration of Tax Department
professional tax.
4. Application for change of name to Gaudium IVF 3355661787 Srinagar, Inspector Under
and Women Health Limited (from Gaudium IVF Jammu and Jammu &
and Women Health Private Limited). The Kashmir Kashmir Shops
certificate is granted towards registration under and
shops and establishment. Establishment
Act, 1966
5. Application for change of name to Gaudium IVF PCB/BCE/BMW/13 Bangalore, Karnataka State
and Women Health Limited (from Gaudium IVF 72/2023- 24/564 Karnataka Pollution Control
and Women Health Private Limited). The Board
certificate for registration is granted towards
generation, segregation, collection, reception,
treatment, storage, transport and disposal of bio-
medical wastes.
6. Application for change of name to Gaudium IVF 980/2025 Patna, Bihar District
and Women Health Limited (from Gaudium IVF Magistrate, Patna
and Women Health Private Limited). The
certificate for registration is granted towards

Page 347 of 475

 S. Registration Approving
Nature of approval Location
No Number authority
Ultrasound and Imaging Center.
7. Application for renewal of certificate for DFES/FP/02/2022- Srinagar, Office of the
registration granted towards fire NOC. 04/CC-7079330- Jammu and Director, Fire and
7871 Kashmir Emergency
Services, J&K
8. Application for change of name to Gaudium IVF DFES/FP/02/2022- Srinagar, Office of the
and Women Health Limited (from Gaudium IVF 04/CC-7079330- Jammu and Director, Fire and
and Women Health Private Limited). The 7871 Kashmir Emergency
certificate for registration is granted towards fire Services, J&K
NOC.
9. Application for change of name to Gaudium IVF 0101000473 Srinagar, District
and Women Health Limited (from Gaudium IVF Jammu and Registering
and Women Health Private Limited). The Kashmir Authority,
certificate for registration is granted towards Srinagar,
clinical establishment for providing medical Government of
services as a infertility clinic, ultra sound centre Jammu and
under allopathy system of medicine. Kashmir

VI. The Company has entered a Deed of Assignment dated February 17, 2023 with Dr. Manika Khanna,
Promoter, Chairperson and Managing Director of the Company under which Dr. Manika Khanna has
assigned 61 trademarks to the name of the Company. The Company has filed Form TM-P with the
Registrar of Trademarks to bring on record such assignment to bring on record its name as the subsequent
proprietor of the trademarks and is yet to receive the registration certificates in its name for the following
43 registered trademarks from the Registrar of Trademarks following such assignment:

Trademark Description Issuing Applicant Status Date of Date of

Trademark
No. Authority Issue Expiry
3899184 Medical Services, Registrar of Dr. Manika Registered July 26, July 25,
Veterinary Trademarks, Khanna 2018 2028
Services, Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings or Mumbai
Animals;
Agriculture,
Horticulture and
Forestry Services
Class: 44
3900364 Surgical, Medical, Registrar of Dr. Manika Registered July 27, July 26,
Dental and Trademarks, Khanna 2018 2028
Veterinary Trade
Apparatus and Marks
Instruments, Registry
Artificial Limbs, Mumbai
Eyes and Teeth;
Orthopaedic
Articles; Suture
Materials
Class: 10
3900367 Medical Services, Registrar of Dr. Manika Registered July 27, July 26,
Veterinary Trademarks, Khanna 2018 2028
Services, Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings or Mumbai
Animals;
Agriculture,
Horticulture and
Forestry Services

Page 348 of 475

Trademark Description Issuing Applicant Status Date of Date of
Trademark
No. Authority Issue Expiry
Class: 44

3900369 Surgical, Medical, Registrar of Dr. Manika Registered July 27, July 26,
Dental and Trademarks, Khanna 2018 2028
Veterinary Trade
Apparatus and Marks
Instruments, Registry
Artificial Limbs, Mumbai
Eyes and Teeth;
Orthopaedic
Articles; Suture
Materials
Class: 10
3900370 Import, Export, Registrar of Dr. Manika Registered July 27, July 26,
Wholesale, Retail, Trademarks, Khanna 2018 2028
Marketing and Trade
Online Trading E- Marks
Commerce of Registry
Pharmaceutical Mumbai
and Surgical
Goods
Class: 35
3900373 Medical Services, Registrar of Dr. Manika Registered July 27, July 26,
Veterinary Trademarks, Khanna 2018 2028
Services, Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings or Mumbai
Animals;
Agriculture,
Horticulture and
Forestry Services
Class: 44
3901116 Surgical, Medical, Registrar of Dr. Manika Registered July 28, July 27,
Dental and Trademarks, Khanna 2018 2028
Veterinary Trade
Apparatus and Marks
Instruments, Registry
Artificial Limbs, Mumbai
Eyes and Teeth;
Orthopaedic
Articles; Suture
Materials
Class: 10
3901122 Medical Services, Registrar Dr. Manika Registered July 28, July 27,
Veterinary of Khanna 2018 2028
Services, Hygienic Trademar
and ks,
Beauty Care for Trade Marks
Human Beings or Registry
Animals; Mumbai
Agriculture,
Horticulture and
Forestry Services
Class: 44

Page 349 of 475

Trademark Description Issuing Applicant Status Date of Date of
Trademark
No. Authority Issue Expiry
3901123 Surgical, Medical, Registrar of Dr. Manika Registered July 28, July 27,
Dental and Trademarks, Khanna 2018 2028
Veterinary Trade
Apparatus and Marks
Instruments, Registry
Artificial Limbs, Mumbai
Eyes and Teeth;
Orthopaedic
Articles; Suture
Materials

Class: 10
3901124 Import, Export, Registrar of Dr. Manika Registered July 28, July 27,
Wholesale, Retail, Trademarks, Khanna 2018 2028
Marketing and Trade
Online Trading E- Marks
Commerce of Registry
Pharmaceutical Mumbai
and Surgical
Goods Class: 35
3901131 Medical Services, Registrar of Dr. Manika Registered July 28, July 27,
Veterinary Trademarks, Khanna 2018 2028
Services, Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings or Mumbai
Animals;
Agriculture,
Horticulture and
Forestry Services

Class: 44
3901132 Pharmaceutical, Registrar of Dr. Manika Registered July 28, July 27,
Veterinary and Trademarks, Khanna 2018 2028
Sanitary Trade
Preparations; Marks
Dietetic Registry
Substances Mumbai
Adapted for
Medical Use,
Food for Babies;
Plasters, Materials
for Dressings;
Materials for
Stopping Teeth,
Dental Wax;
Disinfectants;
Preparation for
Destroying
Vermin;
Fungicides,
Herbicides
Class: 5
3901133 Surgical, Medical, Registrar of Dr. Manika Registered July 28, July 27,
Dental and Trademarks, Khanna 2018 2028
Veterinary Trade
Apparatus and Marks
Instruments, Registry
Artificial Limbs, Mumbai
Eyes and Teeth;

Page 350 of 475

Trademark Description Issuing Applicant Status Date of Date of
Trademark
No. Authority Issue Expiry
Orthopaedic
Articles; Suture
Materials
Class: 10

1955459 Medical Services, Registrar of Dr. Manika Registered April 23, April 22,
Veterinary Trademark, Khanna 2020 2030
Services, Delhi
Hygienic and
Beauty Care for
Human Beings or
Animals;
Agriculture,
Horticulture and
Forestry Services
Class: 44
3901134 Import, Export, Registrar of Dr. Manika Registered July 28, July 27,
Wholesale, Retail, Trademarks, Khanna 2018 2028
Marketing and Trade
Online Trading E- Marks
Commerce of Registry
Pharmaceutical Mumbai
and Surgical
Goods

Class: 35
3901137 Medical Services, Registrar of Dr. Manika Registered July 28, July 27,
Veterinary Trademarks, Khanna 2018 2028
Services, Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings or Mumbai
Animals;
Agriculture,
Horticulture and
Forestry Services
Class: 44
Surgical, medical, Registrar of Dr. Manika Registered August July 31,
3904675 dental and Trademarks, Khanna 01, 2018 2028
veterinary Trade
apparatus and Marks
instruments, Registry
artificial limbs, Mumbai
eyes and teeth;
Orthopaedic
articles; suture
materials Class:
10
3904679 Medical Services, Registrar of Dr. Manika Registered August July 31,
Veterinary Trademarks, Khanna 01, 2018 2028
Services, Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings or Mumbai
Animals;
Agriculture,
Horticulture and
Forestry Services

Page 351 of 475

Trademark Description Issuing Applicant Status Date of Date of
Trademark
No. Authority Issue Expiry
Class: 44
4238485 Medical Services, Registrar of Dr. Manika Registered July 18, July 17,
Veterinary Trademarks, Khanna 2019 2029
Services, Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings or Mumbai
Animals;
Agriculture,
Horticulture and
Forestry Services.
4238488 Medical Services; Registrar of Dr. Manika Registered July 18, July 17,
Veterinary Trademarks, Khanna 2019 2029
Services; Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings or Mumbai
Animals;
Agriculture,
Horticulture and
Forestry Services
Class: 44
4238491 Medical Services, Registrar of Dr. Manika Registered July 18, July 17,
Veterinary Trademarks, Khanna 2019 2029
Services, Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings or Mumbai
Animals;
Agriculture,
Horticulture and
Forestry Services.

Class: 44
4245669 Medical Services, Registrar of Dr. Manika Registered July 25, July 24,
Veterinary Trademarks, Khanna 2019 2029
Services, Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings for Mumbai
Animals;
Agriculture,
Horticulture and
Forestry Services.
Class: 44
4245668 Medical Surgical, Registrar of Dr. Manika Registered July 25, July 24,
Medical, Dental Trademarks, Khanna 2019 2029
and Veterinary Trade
Apparatus and Marks
Instruments, Registry
Artificial Limbs, Mumbai
Eyes and Teeth;
Orthopaedic
Articles; Suture
Materials
Class: 10

Page 352 of 475

Trademark Description Issuing Applicant Status Date of Date of
Trademark
No. Authority Issue Expiry
4238490 Pharmaceutical, Registrar of Dr. Manika Registered July 18, July 17,
Veterinary and Trademarks, Khanna 2019 2029
Sanitary Trade
Preparations; Marks
Dietetic Registry
Substances Mumbai
Adapted for
Medical Use,
Food for Babies;
Plasters, Materials
for Dressings;
Materials for
Stopping Teeth,
Dental Wax;
Disinfectants,
Preparation for
Destroying
Vermin;
F
ungicides,
Herbicides
Class: 5
Pharmaceutical, Registrar of Dr. Manika Registered July 25, July 25,
4245667 Veterinary and Trademarks, Khanna 2019 2029
Sanitary Trade
Preparations; Marks
Dietetic Registry
Substances Mumbai
Adapted for
Medical Use,
Food for
Babies; Plasters,
Materials for
Stopping Teeth,
Dental Wax;
Disi
nfectants,
Preparation for
Destroying
Vermin;
Fun
gicides, Herbicides
Class: 5
5321788 Surgical, Medical, Registrar of Dr. Manika Registered February February
Dental and Trademarks, Khanna 09, 2022 08, 2032
Veterinary Trade
Apparatus and Marks
Instruments, Registry
Artificial Limbs, Mumbai GAUDIUMCARE
Eyes and Teeth;
Orthopedic
Articles; Suture
Materials
Class: 10

Page 353 of 475

Trademark Description Issuing Applicant Status Date of Date of
Trademark
No. Authority Issue Expiry
5323658 Medical Services; Registrar of Dr. Manika Registered February February
Veterinary Trademarks, Khanna 10, 2022 09, 2032
Services; Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings or Mumbai GAUDIUMCARE
Animals;
Agriculture,
Horticulture and
Forestry Services
Class: 44
5328447 Medical Services; Registrar of Dr. Manika Registered February February
Veterinary Trademarks, Khanna 14, 2022 13, 2032
Services; Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings or Mumbai
Animals;
Agriculture,
Horticulture and
Forestry Services
Class: 44
5328448 Medical Services, Registrar of Dr. Manika Registered February February
Veterinary Trademarks, Khanna 14, 2022 13, 2032
Services, Hygenic Trade
and Beauty Care Marks
for Human Being Registry
or Animals; Mumbai
Agriculture,
Horticulture and
Forestry Services.
Class: 44
5328449 Medical Services; Registrar of Dr. Manika Registered February February
Veterinary Trademarks, Khanna 14, 2022 13, 2032
Services; Trade
Hygienic and Marks
Beauty Care for Registry
Human Beings or Mumbai
Animals;
Agriculture,
Horticulture and
Forestry Services
Class: 44
4276111 Medical Surgical, Registrar of Dr. Manika Registered August August
Medical, Dental Trademarks, Khanna 27, 2019 26,
and Veterinary Trade 2029
Apparatus and Marks
Instruments, Registry
Artificial Limbs, Mumbai G-CHORIOTRIG
Eyes and Teeth;
Orthopaedic
Articles; Suture
Materials.
Class: 44
4276110 Medical Surgical, Registrar of Dr. Manika Registered August August
Medical, Dental Trademarks, Khanna 27, 2019 26,
and Veterinary Trade 2029
G-MENOSTIM
Apparatus and Marks
Instruments, Registry
Artificial Limbs, Mumbai

Page 354 of 475

Trademark Description Issuing Applicant Status Date of Date of
Trademark
No. Authority Issue Expiry
Eyes and Teeth;
Orthopaedic
Articles; Suture
Materials.
Class: 10
4219887 Medical Services; Registrar of Dr. Manika Registered June 28, June 27,
Veterinary Trademarks, Khanna 2019 2029
Services; Trade
Hygienic and Marks
Beauty Care for Registry
GAUDIUM
Human Beings or Mumbai
INSTITUTE
Animals;
Agriculture,
Horticulture and
Forestry Services
Class: 44
4276112 Medical Surgical, Registrar Dr. Registered August August
Medical, of Manika 27, 2019 26, 2029
Dental and Trademarks, Khanna
Veterinary Trade
Apparatus and Marks
G-
Instruments, Registry
CETROPROTEC
Artificial Limbs, Mumbai
T
Eyes and Teeth;
Orthopaedic
Articles; Suture
Materials.
Class: 10
4219879 Pharmaceutical Registrar of Dr. Manika Registered June 28, June 27,
and Veterinary Trademarks, Khanna 2019 2029
Preparations; Trade
Sanitary Marks
Preparations for Registry
Medical Purposes; Mumbai
Dietetic
Substances,
adapted for
Medical Use,
GAUDIUM
Food for Babils:
CARE FUSION
Plasters, Materials
OF NATURE
for Dressings;
AND MEDICINE
Material for
Stopping Teeth,
Dental Wax:
Disinfectants;
Preparations for
Destroying
Vermin;
Fungicides,
Herbicides
Class: 5
4219898 Surgical, Medical, Registrar of Dr. Manika Registered June 28, June 27,
Dental and Trademarks, Khanna 2019 2029
Veterinary Trade
Apparatus and Marks
GAUDIUM
Instruments, Registry
SPECULUM
Artificial Limbs, Mumbai
Eyes and Teeth;
Orthopaedic
Articles; Suture

Page 355 of 475

Trademark Description Issuing Applicant Status Date of Date of
Trademark
No. Authority Issue Expiry
Materials
Class: 10
4219888 Pharmaceutical Registrar of Dr. Manika Registered June 28, June 27,
and Veterinary Trademarks, Khanna 2019 2029
Preparations; Trade
Sanitary Marks
Preparations for Registry
Medical Mumbai
Purposes;
Dietetic
Substances
Adapted for
Medical Use,
Food for Babies;
GAUDIUM
Plasters,
PHARMA
Materials for
Dressings;
Material for
Stopping Teeth,
Dental Wax;
Disinfectants;
Preparations for
Destroying
Vermin;
Fungicides,
Herbicides Class:
5
4238483 Medical Surgical, Registrar of Dr. Manika Registered July 18, July 17,
Medical, Dental Trademarks, Khanna 2019 2029
and Veterinary Trade
Apparatus and Marks
Instruments, Registry
Artificial Limbs, Mumbai
Eyes and Teeth;
Orthopaedic
Articles; Suture
Materials
Class: 10
4238489 Medical Surgical, Registrar of Dr. Manika Registered July 18, July 17,
Medical, Dental Trademarks, Khanna 2019 2029
and Veterinary Trade
Apparatus and Marks
Instruments, Registry
Artificial Limbs, Mumbai
Eyes and Teeth;
Orthopaedic
Articles; Suture
Materials
Class: 10
4219885 Medical Services; Registrar of Dr. Manika Registered June 28, June 27,
Veterinary Trademarks, Khanna 2019 2029
Services; Trade
Hygienic and Marks
Beauty Care for Registry
GAUDIUM
Human Beings or Mumbai
FERTIKIT
Animals;
Agriculture,
Horticulture and
Forestry Services
Class: 44

Page 356 of 475

Trademark Description Issuing Applicant Status Date of Date of
Trademark
No. Authority Issue Expiry
4219897 Medical Services; Registrar of Dr. Manika Registered June 28, June 27,
Veterinary Trademarks, Khanna 2019 2029
Services; Hygienic Trade
and Beauty Care Marks
for Human Beings Registry GAUDIUM
or Animals; Mumbai SPECULUM
Agriculture,
Horticulture and
Forestry Services
Class: 44
4219893 Medical Services; Registrar of Dr. Manika Registered June 28, June 27,
Veterinary Trademarks, Khanna 2019 2029
Services; Trade
Hygienic and Marks
Beauty Care for Registry
GAUDIUM
Human Beings or Mumbai
STYLE
Animals;
Agriculture,
Horticulture and
Forestry Services
Class: 44
4219883 Surgical, Medical, Registrar of Dr. Manika Registered June 28, June 27,
Dental and Trademarks, Khanna 2019 2029
Veterinary Trade
Apparatus and Marks
Instruments, Registry
GAUDIUM
Artificial Limbs, Mumbai
FERTIKIT
Eyes and Teeth;
Orthopaedic
Articles; Suture
Materials
Class: 10
4219882 Pharmaceutical Trade Dr. Manika Registered June 28, June 27,
Preparations; Marks Khanna 2019 2029
Sanitary Registry
Preparations for Mumbai
Medical Purposes;
GAUDIUM
Dietetic
FERTIKIT
Substances
Adapted for
Medical Use,
Food for Babies
Class: 5
5321783 Pharmaceutical Trade Dr. Manika Registered February February
And Veterinary Marks Khanna 09, 2022 08, 2032
Preparations; Registry
Sanitary Mumbai
Preparations For
Medical Purposes;
Dietetic Food And
Substances
Adapted for GAUDIUMCARE
Medical or
Veterinary Use,
Food For Babies;
Dietary
Supplements for
Humans and
Animals; Plasters,
Materials for

Page 357 of 475

 Trademark Description Issuing Applicant Status Date of Date of
Trademark
No. Authority Issue Expiry
Dressings;
Material for
Stopping Teeth,
Dental Wax;
Disinfectants;
Preparations for
Destroying
Vermin;
Fungicides,
Herbicides
Class: 5
5321823 Import, Export, Trade Dr. Manika Registered February February
Wholesale, Retail, Marks Khanna 09, 2022 08, 2032
Marketing and Registry
Online Trading E- Mumbai
GAUDIUMCARE
Commerce of
Business Services
and Consulting
Class: 35

VII. The Company has entered a Deed of Assignment dated February 17, 2023 with Dr. Manika Khanna,
Promoter, Chairperson and Managing Director of the Company under which Dr. Manika Khanna has
assigned 61 trademarks to the name of the Company. Out of the 61 trademarks assigned to the Company,
1 trademarks is as yet pending to receive registration under the Trademarks Act, 1999: Consequently, the
Company has filed Form TM-P with the Registrar of Trademarks to bring on record such assignment and
its name as the subsequent proprietor of the following 1 trademark is yet to receive the registration
certificates in its name for the same from Registrar of Trademarks:

Date Date
Trademark Issuing
Description Applicant Status of of Trademark
No. Authority
Issue Expiry
4238482 - - The Accepted & - -
Company Advertised
Published in
Trade Marks
Journal no.
2117 dated
14/08/2023

Page 358 of 475

 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

The Offer has been authorized by a resolution of our Board dated September 19, 2025 and has been authorized pursuant
to a special resolution of our Shareholders dated September 20, 2025.

Our Board has approved this Red Herring Prospectus pursuant to its resolution dated February 13, 2026

Our Board has taken on record the participation of the Promoter Selling Shareholder pursuant to the resolution dated
September 29, 2025

The Promoter Selling Shareholder have consented to participate in the Offer for Sale by way of her consent letter as
outlined in the table below:

Name of the Promoter Selling Number of Offered

Date of consent Date of board resolution
Shareholder Shares
Dr. Manika Khanna 94,93,700 Equity Shares September 22, 2025 September 29, 2025
Total 94,93,700 Equity Shares

Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to
letters dated December 23, 2025 each.

The Promoter Selling Shareholder confirms that it is in compliance with Regulation 8 of the SEBI ICDR Regulations,
2018 and it has held the Offered Shares for a period of at least one year prior to the date of filing of the Red Herring
Prospectus.

Prohibition by SEBI, RBI or other Governmental Authorities

Our Company, Promoters, Promoter Group, Directors, Promoter Selling Shareholder, the persons in control of our
Company and the persons in control of our Promoter are not prohibited from accessing the capital market or debarred
from buying, selling or dealing in securities under any order or direction passed by the Board or any securities market
regulator in any other jurisdiction or any other authority/court.

None of the companies with which our Promoters and Directors are associated with as promoter, directors or persons
in control have been debarred from accessing capital markets under any order or direction passed by SEBI or any other
authorities.

Our Company, Promoters or Directors have not been declared as Wilful Defaulters or Fraudulent Borrowers by any
bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters issued by the
RBI or as a fraudulent borrower (as defined in the SEBI ICDR Regulations).

Our Promoters or Directors have not been declared as fugitive economic offenders.

Directors associated with securities market

None of our Directors are, in any manner, associated with the securities market.

Further, there is no outstanding action initiated by SEBI against any of the Directors of our Company in the past five
years preceding the date of this Red Herring Prospectus.

Confirmation under Companies (Significant Beneficial Owners) Rules, 2018

Our Company, our Promoters, members of Promoter Group and the Promoter Selling Shareholder are in compliance
with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable, in relation to our Company,
as on the date of this Red Herring Prospectus.

Page 359 of 475

Eligibility for the Offer

Our Company is eligible for the Offer in accordance with the Regulation 6(1) of the SEBI ICDR Regulations, and is
in compliance with the conditions specified therein in the following manner:

 Our Company has net tangible assets of at least ₹ 300 Lakhs in each of the preceding three full years, calculated
on a restated and consolidated basis, of which more than fifty per cent are held in monetary assets, The
Company has utilized the excess monetary assets as at March 31, 2023 for purposes of business during the next
Fiscal 2024 and undertake to utilize excess monetary assets as at March 31, 2024 for the purposes of its business
in the Fiscal 2025;

 Our Company has an average operating profit of at least ₹ 15.00 crores, calculated on a restated basis, during
each of the preceding three years (of 12 months each), with operating profit earned in each of these preceding
three years;

 Our Company has a net worth of at least ₹ 1.00 crores in each of the preceding three full years (of 12 months
each), calculated on a restated basis; and

 Our Company has not changed its name in the immediately preceding year and this year. Our Company’s
operating profit, net worth and net tangible assets, monetary assets, monetary assets as a percentage of the net
tangible assets are derived from the Restated Financial Information included in this Red Herring Prospectus as
at, and for the last three Fiscals are set forth below:

(All amounts in Rupees lakhs, unless otherwise stated)

March 31
Particulars
2025 2024 2023
Restated Net tangible assets(1) 2,967.46 1,386.73 1,052.74
Restated Monetary assets(2) 715.60 1,179.06 1,500.46
Monetary assets as a % of net tangible assets (%), as restated 24% 85% 143%
Pre-Tax operating profit, as restated (3) 2,518.81 1,636.86 1,828.91
Net worth(4) as restated 4,629.74 2,698.62 2,272.96
1) Net Tangible Assets = Net block of fixed assets + Capital work in progress for fixed assets (including capital advances)
+ Current assets, loans and advances - Loan funds (Secured loans + Unsecured loans) – Current liabilities and
provisions.
Net Tangible Assets' means the sum of all assets of the issuer less all liabilities except share capital and free reserves,
excluding intangible assets (as defined in Indian Accounting Standard 38 as prescribed under Section 133 of the
Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as amended and including prepaid
expenses.
For the purpose of Net Tangible Assets, fair value change account and share application money pending allotment is
considered as part of liabilities.
2) ‘Monetary Assets = Cash in hand + Balance with bank in current account+ Deposit Accounts.
3) ‘Profit/(Loss) before Tax as per restated Profit and Loss account.
4) ‘"Net worth" means the aggregate value of the paid-up share capital and all reserves created out of the profits and
securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value
of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include
reserves created out of revaluation of assets, write-back of depreciation and amalgamation, each as applicable f or the
Company on a restated basis. Share application money and fair valuation is excluded for calculation of Net Worth

Our Company had an average pre-tax operating profit of ₹ 1,994.86 lakhs during the Fiscals 2025, 2024, and 2023 on a restated
basis.

The status of compliance of our Company with the conditions as specified under Regulations 5 and 7(1) of the SEBI
ICDR Regulations are as follows:

(i) Our Company, the Promoters, members of the Promoter Group, the Promoter Selling Shareholder and our
Directors are not debarred from accessing the capital markets by SEBI;

Page 360 of 475

 (ii) The companies with which our Promoters or our Directors are associated as promoter or director are not debarred
from accessing the capital markets by SEBI;

(iii) Neither our Company, nor our Promoters or Directors have been identified as a Wilful Defaulter or
Fraudulent Borrower (as defined in the SEBI ICDR Regulations);

(iv) None of our Promoter, to the extent applicable, and Directors has been declared as a fugitive economic offender
under Section 12 of the Fugitive Economic Offenders Act, 2018;

(v) There are no outstanding convertible securities of our Company or any other right which would entitle any person
with any option to receive Equity Shares of our Company as on the date of filing of this Red Herring Prospectus;

(vi) Our Company, along with the registrar to the Company, has entered into tripartite agreements dated September 18,
2024 and October 31, 2024, with NSDL and CDSL, respectively, for dematerialization of the Equity Shares;

(vii) The Equity Shares of our Company held by our Promoters have been dematerialized; and

(viii) The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares existing as on the date of filing
of this Red Herring Prospectus

(ix) There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR
Regulations through verifiable means towards 75% of the stated means of finance, as the entire objects of the
Offer are proposed to be financed from the Offer proceeds.

Our Company shall not make an Allotment if the number or prospective Allottees is less than 1,000 in accordance
with Regulation 49(1) of the SEBI ICDR Regulations.

Further, our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI
ICDR Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation
7(2) of the SEBI ICDR Regulations, to the extent applicable.

The Promoter Selling Shareholder confirms that the Equity Shares offered by it as part of the Offer for Sale have been
held by it in compliance with Regulation 8 of the SEBI ICDR Regulations.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS RED HERRING PROSPECTUS

TO 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 OFFER IS
PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS
EXPRESSED IN THIS RED HERRING PROSPECTUS. THE BRLM, SARTHI CAPITAL ADVISORS
PRIVATE LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THIS RED HERRING
PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI ICDR
REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED
DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS RED HERRING PROSPECTUS, THE BRLM IS EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE PROMOTER SELLING
SHAREHOLDER DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BRLM HAS FURNISHED TO SEBI A DUE DILIGENCE
CERTIFICATE DATED SEPTEMBER 29, 2025, IN ACCORDANCE WITH SEBI (MERCHANT

Page 361 of 475

BANKERS) REGULATIONS, 1992, IN THE FORMAT PRESCRIBED UNDER SCHEDULE V (FORM A)
OF THE SEBI ICDR REGULATIONS.

THE FILING OF THIS RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE RIGHT
TO TAKE UP, AT ANY POINT OF TIME, WITH THE BRLM ANY IRREGULARITIES OR LAPSES IN
THIS RED HERRING PROSPECTUS.

All applicable legal requirements pertaining to this Offer will be complied with at the time of filing of the Red Herring
Prospectus with the RoC in terms of the Companies Act.

Disclaimer from our Company, the Promoter Selling Shareholder, our Directors, BRLM

Our Company, our Directors and the BRLM accept no responsibility for statements made in relation to our Company
or the Offer other than those confirmed by them in this Red Herring Prospectus or in the advertisements or any other
material issued by or at our Company’s instance. The Promoter Selling Shareholder accepts no responsibility for any
statements made other than those specifically made by the Promoter Selling Shareholder in relation to itself and the
Offered Shares. Except when specifically directed in this Red Herring Prospectus, anyone placing reliance on any other
source of information, including our Company’s website [Link], or the respective websites of
our Promoter, Promoter Group or any affiliate of our Company would be doing so at his or her own risk.

The BRLM accept no responsibility, save to the limited extent as provided in the Offer Agreement and as will be
provided for in the Underwriting Agreement.

All information, to the extent required in relation to the Offer, shall be made available by our Company, the Promoter
Selling Shareholder and the BRLM to the Bidders and the public at large and no selective or additional information
would be made available for a section of the investors in any manner whatsoever, including at road show presentations,
in research or sales reports, at the Bidding Centers or elsewhere.

Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters and
their respective directors, officers, agents, affiliates, and representatives that they are eligible under all applicable
laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not sell, pledge, or transfer the
Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals
to acquire the Equity Shares. Our Company, the Promoter Selling Shareholder, the BRLM, the Underwriters and their
respective directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising
any investor on whether such investor is eligible to acquire the Equity Shares.

The BRLM and their respective associates and affiliates may engage in transactions with, and perform services for,
our Company, the Promoter Selling Shareholder, and their respective directors and officers, group companies, affiliates
or associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in
commercial banking and investment banking transactions with our Company, the Promoters, and their respective
directors, officers, agents, group companies, affiliates or associates or third parties, for which they have received, and
may in the future receive, compensation.

Disclaimer in respect of Jurisdiction

The Offer is being made in India to persons resident in India (who are competent to contract under the Indian Contract
Act, 1872, as amended, including Indian nationals resident in India, HUFs, companies, other corporate bodies and
societies registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds
registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, cooperative banks (subject
to RBI permission), or trusts under applicable trust law and who are authorised under their respective constitution to
hold and invest in equity shares, multilateral and bilateral development financial institutions, state industrial
development corporations, insurance companies registered with IRDAI, provident funds (subject to applicable law)
and pension funds, National Investment Fund, insurance funds set up and managed by army, navy or air force of Union

Page 362 of 475

of India, insurance funds set up and managed by the Department of Posts, GoI, systemically important NBFCs
registered with the RBI) and permitted Non-Residents including FPIs and Eligible NRIs, AIFs and other eligible foreign
investors, if any, provided that they are eligible under all applicable laws and regulations to purchase the Equity Shares.

This Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe to Equity Shares offered
hereby, in any jurisdiction other than in India to any person to whom it is unlawful to make an offer or invitation in
such jurisdiction. Any person into whose possession this Red Herring Prospectus comes is required to inform himself
or herself about, and to observe, any such restrictions. Invitations to subscribe to or purchase the Equity Shares in the
Offer will be made only pursuant to the Red Herring Prospectus. Any dispute arising out of the Offer will be subject
to the jurisdiction of appropriate court(s) in Delhi only.

No person outside India is eligible to bid for Equity Shares in the Offer unless that person has received the preliminary
offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Red Herring Prospectus will be filed with SEBI for its observations. Accordingly,
the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Red Herring Prospectus
may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such
jurisdiction. Neither the delivery of this Red Herring Prospectus nor any offer or sale hereunder shall, under any
circumstances, create any implication that there has been no change in the affairs of our Company or the Promoter
Selling Shareholder since the date hereof or that the information contained herein is correct as of any time subsequent
to this date.

Eligibility and Transfer Restrictions

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws
in the United States, and, unless so registered, 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 in the United States. Accordingly, the Equity Shares are being offered and sold outside
the United States in “offshore transactions” as defined in and in reliance on Regulation S and applicable laws of the
jurisdictions where such offers and sales are made.

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.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum number of Equity
Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the Allotment
Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including any off-
shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other
than in accordance with applicable laws.

Disclaimer Clause of BSE

As required, a copy of the Draft Red Herring Prospectus was submitted to BSE. The disclaimer clause as intimated by
BSE to our Company, post scrutiny of the Draft Red Herring Prospectus, is set forth below;

“BSE Limited (“The Exchange”) has given vide its letter dated December 23, 2025, permission to this Company to
use the Exchange’s name in this offer documents as one of the stock exchanges on which this Company’s securities
are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding
on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner:-

a) Warrant, certify or endorse the correctness or completeness of any of the contents of this Offer Document; or

b) Warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or

Page 363 of 475

c) Take any responsibility for the financial or other soundness of this Company, its promoter, its management or
any scheme or project of this Company.

And it should not for any reason be deemed or construed that this offer document has been cleared or approved by
the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so
pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange
whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason
whatsoever”

Disclaimer Clause of the NSE

As required, a copy of the Draft Red Herring Prospectus has been submitted to the NSE. The disclaimer clause as
intimated by the NSE to our Company, post scrutiny of the Draft Red Herring Prospectus, is set forth below;

“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/6218 dated December 23, 2025,
permission to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on which
this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this draft offer document for its limited
internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly
understood that the aforesaid permission given by NSE should not in any way be deemed or construed that the offer
document has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness
or completeness of any of the contents of this offer document; nor does it warrant that this Issuer’s securities will be
listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other
soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.”

Listing

The Equity Shares issued through the Red Herring Prospectus and the Prospectus are proposed to be listed on the
Stock Exchanges. Applications will be made to the Stock Exchanges for obtaining permission for listing and trading
of the Equity Shares. National Stock Exchange of India Limited will be the Designated Stock Exchange with which
the Basis of Allotment will be finalized.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red
Herring Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of
the necessary formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken
within such time prescribed by the SEBI. If our Company does not allot Equity Shares pursuant to the Offer within
such timeline as prescribed by the SEBI, it shall repay without interest all monies received from Bidders, failing which
interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period or such other rate
prescribed by SEBI.

The Promoter Selling Shareholder undertakes to provide such reasonable assistance as may be requested by our
Company, in relation to the Offered Shares to facilitate the process of listing and commencement of trading of the Equity
Shares on the Stock Exchanges within such time prescribed by SEBI.

Consents

Consents in writing of the our Directors, our Company Secretary and Compliance Officer, Banker(s) to the Company,
Statutory Auditors, Legal Advisor to our Company as to Indian law, the Registrar to the Offer (wherever applicable),
Infomerics Research, in their respective capacities, have been obtained and such consents have not been withdrawn

Page 364 of 475

up to the time of delivery of this Red Herring Prospectus; and consents in writing of the Syndicate Members, the
Banker(s) to the Offer/ Escrow Collection Bank(s)/ Refund Bank(s), Sponsor Bank(s), to act in their respective
capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required under
the Companies Act and such consents shall not be withdrawn up to the time of delivery of this Red Herring Prospectus
with the RoC.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received a written consent dated September 11, 2025 from our Statutory and the Peer Review
Auditor, namely, M/s S K G N & Associates, LLP., Chartered Accountants, holding a valid peer review certificate
from the ICAI, to include their names as required under section 26(5) of the Companies Act, 2013 read with SEBI
ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies
Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in respect of their (a) examination report
dated December 30, 2025, on the Restated Consolidated Financial Information, (b) report dated January 20, 2026 on
the statement of possible special tax benefits available to our Company and its Shareholders, included in this Red
Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring Prospectus.

Particulars regarding public or rights issues by our Company during the last five years and performance vis-
à-vis objects

Our Company has not made any public or rights issue during the last five years preceding the date of the Red Herring
Prospectus.

Particulars regarding capital issues by our Company and listed group companies, subsidiaries or associate
entity during the last three years

Our Company nor does the Subsidiary have made any capital issues during the three years preceding the date of this Red
Herring Prospectus.

Commission and brokerage paid on previous issues of the Equity Shares in the last five years

Since this is an initial public offer of the Equity Shares, no sum has been paid or has been payable as commission or
brokerage by our Company for subscribing to or procuring or agreeing to procure subscription for any of the Equity
Shares for last five years preceding the date of this Red Herring Prospectus

Performance vis-à-vis objects – Public/ rights issue of the listed subsidiaries/listed promoter of our Company

Our Promoters being individual are not a listed company. Further, our subsidiaries are also not a listed entity.

Disclosure of Price Information of latest Issues handled by Sarthi Capital Advisors Private Limited in the past
3 years

Table 1

No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
discount – 30th premium – 30th discount – 180th premium – 180th
Total calendar days from calendar days from calendar day from calendar day from
Tota
funds listing listing listing listing
l no.
Financia raised Les Les Les Les
of
l year (Rs. in s s s s
IPO Ove Betwee Ove Betwee Ove Betwee Ove Betwee
Crores tha tha tha tha
s r n 25- r n 25- r n 25- r n 25-
) n n n n
50% 50% 50% 50% 50% 50% 50% 50%
25 25 25 25
% % % %
12-13 1 12.21 - - - - - 1 - - - - 1 -
13-14 4 34.39 - - 2 1 - 1 - - 2 - 1 1

Page 365 of 475

 No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
discount – 30th premium – 30th discount – 180th premium – 180th
Total calendar days from calendar days from calendar day from calendar day from
Tota
funds listing listing listing listing
l no.
Financia raised Les Les Les Les
of
l year (Rs. in s s s s
IPO Ove Betwee Ove Betwee Ove Betwee Ove Betwee
Crores tha tha tha tha
s r n 25- r n 25- r n 25- r n 25-
) n n n n
50% 50% 50% 50% 50% 50% 50% 50%
25 25 25 25
% % % %
14-15 4 13.65 - - 2 - - 2 - 1 - 1 - 2
15-16 7 47.48 - - 4 1 - 2 - - 2 2 - 3
16-17 6 37.94 - 1 1 2 - 2 - 2 2 1 1 -
17-18 17 279.36 - 1 8 2 1 3 - 2 6 2 2 3
18-19 3 67.32 - - 2 - - 1 - 1 - - - 1
20-21 1 10.52 - - 1 - - - - - - - - 1
21-22 1 4.40 - - - 1 - - - - - 1 - -
22-23 2 89.03 - - - 1 1 - - - 1 - - -
23-24 3 190.28 - - 2 - - 1 - - - 2 - -
24-25 1 199.45 1 - - - - - - - - - - 1
25-26 2 280.92 - - 1 1 - - - - - - - -

Table 2

+/- % change +/- % change

+/- % change in in closing in closing
closing price, price, [+/- % price, [+/- %
Opening [+/- % change in change in change in
Sr. Issue Size Issue Price
Issue Name Listing date price on closing closing closing
No. (Cr) (Rs.)
listing date Benchmark]- Benchmark]- Benchmark]-
30th calendar 90th calendar 180th calendar
day from listing day from day from
listing listing
Main Board Issues
Stallion India
January 23,
1. Flourochemcials 199.45 90.00 120.00 -41.94 [-1.76] -42.66 [4.84] -7.12[7.41]
2025
Limited
BMW Ventures October 01,
2. 231.66 99.00 80.00 13.36 [3.65] -22.69 [4.44] -
Limited 2025
SME Issues
Frog Cellsat October 13,
3. 41.57 102.00 177.00 19.11 [7.73] 24.14 [5.18] -1.99/4.16
Limited 2022
Homesfy Realty January 02,
4. 15.86 197.00 275.05 78.28 [-3.19] 45.15 [-4.39] 49.71 [6.18]
Limited 2023
Spectrum Talent
June 22,
5. Management 105.14 173.00 155.00 -2.92 [4.80] -9.03 [26.08] -23.09 [43.56]
2023
Limited
Digikore Studios October 04,
6. 30.48 171.00 270.00 -3.92 [11.10] 16.05 [18.31] 101.06 [23.91]
Limited 2023
Vinyas Innovaive
October 06,
7. Technologies 54.66 165.00 330.00 22.91 [8.27] 98.11 [18.65] 87.59 [24.18]
2023
Limited
October 03,
8. Earkart Limited 49.26 135.00 135.50 58.31 [3.41] 2.64 [-9.53] -
2025
Sources: All share price data is from [Link] / [Link]
Sources: All share price data is from [Link] / [Link]

Note

1. The BSE Sensex/ Nifty is considered as the Benchmark Index.

2. Price on BSE/ NSE is considered for all of the above calculations.
3. In case 30th/90th/180th day is not a trading day (trading holiday), closing price on BSE/ NSE of the next trading
day has been considered.
4. In case 30th/90th/180thday if there is no trade then the closing price of the next day when trading has taken place
has been considered.

Page 366 of 475

Mechanism for redressal of Investor Grievances

The Agreement between the Registrar and our Company provides for retention of records with the Registrar for a
period of at least three years from the last date of dispatch of the letters of allotment, demat credit to enable the
investors to approach the Registrar to this Issue for redressal of their grievances. All grievances relating to this Issue
may be addressed to the Registrar with a copy to the Company Secretary and Compliance Officer, giving full details
such as the name, address of the applicant, number of Equity Shares applied for, amount paid on application and the
bank branch or collection centre where the application was submitted.

All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name, address
of the applicant, number of Equity Shares applied for, amount paid on application, UPI ID linked bank account number
in which amount is blocked and the Designated Branch or the collection centre of the SCSB where the Application
Form was submitted by the ASBA applicants.

Disposal of Investor Grievances by our Company

Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSBs in
case of ASBA bidders for the redressal of routine investor grievances shall be 10 Working Days from the date of
receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our
Company will seek to redress these complaints as expeditiously as possible.

Our Company shall obtain authentication on the SCORES platform and shall comply with the SEBI circulars in
relation to redressal of investor grievances through SCORES

Further, we have constituted the Stakeholders Relationship Committee of the Board vide resolution passed at the
Board Meeting held on November 04, 2024. For further details, please refer to the chapter titled “Our Management”
beginning on page 199 of this Red Herring Prospectus.

Our Company has appointed Naveen Kumar as the Company Secretary and Compliance Officer and he may be
contacted at the following address:

Gaudium IVF and Women Health Limited

B1/51, Janakpuri B-1,
New Delhi – 110058, India.
Tel.: 011- 4885 8585
Email: compliance@[Link]

Investors can contact the Company Secretary and Compliance Officer or the Registrar in case of any pre- issue or
post- issue related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the
respective beneficiary account etc.

Page 367 of 475

 SECTION VII: OFFER INFORMATION

TERMS OF THE OFFER

The Equity Shares being offered, and allotted pursuant to the Offer shall be subject to the provisions of the Companies
Act, SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing Regulations, the terms of the Red Herring
Prospectus, the Prospectus, the abridged prospectus, bid cum Application Form, the Revision Form, the CAN/
Allotment Advice and other terms and conditions as may be incorporated in other documents/ certificates that may be
executed in respect of the offer. The Equity Shares shall also be subject to laws as applicable, guidelines, rules,
notifications and regulations relating to the Issue of capital and listing and trading of securities, issued from time to
time, by SEBI, the GoI, the Stock Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the
Offer and to the extent applicable or such other conditions as may be prescribed by the SEBI, the GoI, the Stock
Exchanges, the RoC and/or any other authorities while granting its approval for the Offer.

The Offer

The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Promoter Selling Shareholder.
Expenses for the Offer shall be incurred in the manner specified in “Objects of the Offer –Offer related expenses” on
page 98

Ranking of the Equity Shares

The Equity Shares being offered/Allotted and transferred pursuant to the Offer will be subject to the provisions of the
Companies Act, 2013, our Memorandum of Association and our Articles of Association and will rank pari passu in
all respects with the existing Equity Shares of our Company, including in respect of rights to receive dividends and
other corporate benefits, if any, declared by our Company after the date of Allotment as per the applicable law. See,
“Description of Equity Shares and Terms of the Articles of Association” on page 404

Mode of payment of dividend

Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies
Act, 2013, the Memorandum of Association and Articles of Association, dividend distribution policy of our Company,
and provisions of the SEBI Listing Regulations and any other guidelines or directions which may be issued by the
Government of India in this regard. Dividends, if any, declared by our Company after the date of Allotment, will be
payable to the Bidders who have been Allotted Equity Shares in the Offer, for the entire year, in accordance with
applicable laws. For further details in relation to dividends, see “Dividend Policy” and “Description of Equity Shares
and Terms of Articles of Association” beginning on pages 224 and 404, respectively.

Face Value, Offer Price, Floor Price and Price Band.

The face value of each Equity Share is ₹ 5 and the Offer Price at the lower end of the Price Band is ₹ [●] per Equity
Share and at the higher end of the Price Band is ₹ [●] per Equity Share. The Anchor Investor Offer Price is ₹ [●] per
Equity Share.

The Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in consultation with the
BRLM, and published and advertised by our Company in all editions of Financial Express, an English national daily
newspaper and all editions of Jansatta, a Hindi national daily newspaper, Hindi being the regional language of Delhi,
where our Registered Office is located, each with wide circulation, at least two Working Days prior to the Bid/Offer
Opening Date, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, and shall be
made available to the Stock Exchanges for the purpose of uploading the same on their websites. The Price Band, along
with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum
Application Forms available on the respective websites of the Stock Exchanges. The Offer Price shall be determined
by our Company, in consultation with the Book Running Lead Manager, after the Bid/Offer Closing Date.

At any given point of time, there shall be only one denomination for the Equity Shares.

Page 368 of 475

Compliance with disclosure and accounting norms

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our equity Shareholders
shall have the following rights:

 Right to receive dividends, if declared;

 Right to attend general meetings and exercise voting rights, unless prohibited by law;

 Right to vote on a poll either in person or by proxy and e-voting in accordance with the provisions of the
Companies Act, 2013;

 Right to receive offers for rights shares and be allotted bonus shares, if announced;

 Right to receive surplus on liquidation, subject to any statutory and preferential claims being satisfied;

 Right of free transferability of their Equity Shares, subject to applicable laws including any RBI rules and
regulations; and

 Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the
SEBI Listing Regulations and the Articles of Association of our Company.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting
rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity
Shares and Terms of Articles of Association” beginning on page 404.

Allotment only in dematerialized form

Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be Allotted
only in dematerialized form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in
dematerialized form on the Stock Exchanges. In this context, our Company has entered into the following agreements
with the respective Depositories and Registrar to the Offer:

 Tripartite agreement dated September 18, 2024 amongst our Company, NSDL and Registrar to the Offer; and

 Tripartite agreement dated October 31, 2024 amongst our Company, CDSL and Registrar to the Offer.

Market Lot and Trading Lot

Since trading of the Equity Shares is in dematerialized form, the tradable lot is one Equity Share. Allotment in the
Offer will be only in electronic form in multiples of [●] Equity Share subject to a minimum Allotment of [●] Equity
Shares. For further details, see “Offer Procedure” beginning on page 379.

Jurisdiction

Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Delhi, India.

Page 369 of 475

Joint Holders

Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of the
Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.

Nomination facility to investors

In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and Debentures)
Rules, 2014, as amended, the Sole Bidder, or the First Bidder along with other joint Bidders, may nominate any one
person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the
case may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares
by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she would be
entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s)
may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the
event of his or her death during the minority. A nomination shall stand rescinded upon a sale/transfer/alienation of
Equity Share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner
prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered Office
or to the registrar and transfer agents of our Company.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon
the production of such evidence as may be required by the Board, elect either:

a) to register himself or herself as the holder of the Equity Shares; or

b) to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board
may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares,
until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Offer will be made only in dematerialized mode, there is no need to make
a separate nomination with our Company. Nominations registered with respective Depository Participant of the Bidder
would prevail. If the Bidder wants to change the nomination, they are requested to inform their respective Depository
Participant.

Withdrawal of the Offer

Our Company and the Promoter Selling Shareholder, in consultation with the BRLM, reserves the right not to proceed
with the Offer, after the Bid/ Offer Opening Date but before the Allotment. In such an event, our Company would
issue a public notice in the newspapers in which the pre-Offer advertisements were published, within two days of the
Bid/ Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with
the Offer and inform the Stock Exchanges simultaneously. The BRLM, through the Registrar to the Offer, shall notify
the SCSBs and the Sponsor Banks (in case of UPI Bidders), to unblock the bank accounts of the ASBA Bidders and
shall notify the Escrow Collection Bank to release the Bid Amounts to the Anchor Investors, within one Working Day
from the date of receipt of such notification and also inform the Bankers to the Offer to process refunds to the Anchor
Investors, as the case may be. Our Company shall also inform the same to the Stock Exchanges on which Equity
Shares are proposed to be listed. The notice of withdrawal will be issued in the same newspapers where the pre-Offer
advertisements have appeared, and the Stock Exchanges will also be informed promptly

Bid/Offer Programme

An indicative timetable in respect of the Offer is set out below:

BID/OFFER OPENS ON (1) Friday, February 20, 2026

(2) (3)
BID/OFFER CLOSES ON Tuesday, February 24, 2026
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about Wednesday, February 25, 2026

Page 370 of 475

 Initiation of refunds (if any, for Anchor Investors)/unblocking of funds On or about Wednesday, February 25, 2026
from ASBA Account*
Credit of Equity Shares to dematerialized accounts of Allottees On or about Thursday, February 26, 2026
Commencement of trading of the Equity Shares on the Stock Exchanges On or about Friday, February 27, 2026
(1) Our Company may, in consultation with the BRLM consider participation by Anchor Investors. The Anchor Investor

Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR
Regulations.
(2) Our Company, may in consultation with the BRLM, consider closing the Bid/Offer Period for QIBs one day prior

to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
(3) UPI mandate end time and date shall be at 5.00 pm on Bid/Offer Closing Date.

*In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date for cancelled/withdrawn/deleted ASBA
Forms, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount,
whichever is higher, for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by
the intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion,
identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The Bidder
shall be compensated by the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, and the SEBI
ICDR Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement
of the Company with the SCSBs, to the extent applicable. The processing fees for applications made by UPI Bidders
using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide
a written confirmation in compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated
June 2, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022and SEBI Circular No.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.

The above timetable, other than the Bid / Offer Closing Date, is indicative and does not constitute any obligation
or liability on our Company or the BRLM.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within such time as
prescribed by SEBI, the timetable may be subject to change due to various factors, such as extension of the
Bid/Offer Period by our Company in consultation with the Book Running Lead Managers and subject to
applicable law, revision of the Price Band or delay in receipt of final certificates from SCSBs, etc. resulting in
delay in receiving the final listing and trading approval from the Stock Exchanges. The commencement of
trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with
the applicable laws. The Promoter Selling Shareholder, confirm that it shall extend reasonable co-operation to
the extent of the Offered Shares as may be required by our Company and the BRLMs to facilitate the
completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the
Stock Exchanges within three Working Days from the Bid/Offer Closing Date or such other time as may be
prescribed by SEBI

In terms of the UPI Circulars, in relation to the Offer, the BRLM will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within such
period as may be prescribed by SEBI, identifying non-adherence to timelines and processes and an analysis of entities
responsible for the delay and the reasons associated with it.

Submission of Bids (other than Bids from Anchor Investors):

Bid/Offer Period (except the Bid/ Offer Closing Date)

Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST
Bid/Offer Closing Date*

Page 371 of 475

 Submission and Revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST
* UPI mandate end time and date shall be at 5.00 pm on Bid/Offer Closing Date.

On the Bid/ Offer Closing Date, the Bids shall be uploaded until:

(i) 4.00 p.m. IST in case of Bids by QIBs and NIBs, and

(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs and
Eligible Employees Bidding in the Employee Reservation Portion.

On Bid/ Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received
by RIBs and Eligible Employees under the Employee Reservation Portion after taking into account the total number
of Bids received and as reported by the BRLM to the Stock Exchanges.

The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on a daily
basis within 60 minutes of the bid closure time from the Bid/Offer Opening Date till the Bid/Offer Closing Date by
obtaining such information from the Stock Exchanges. The SCSBs shall unblock such applications by the closing
hours of the Working Day and submit the confirmation to the BRLMs and the Registrar to the Offer on a daily basis.
As per the format prescribed in SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021. To avoid duplication, the facility of re-initiation provided to Syndicate Members shall
preferably be allowed only once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for
uploading Bids. It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full
Bid Amount is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the
case may be, would be rejected.

It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account and
Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by
SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be
rejected.

To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only once
per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.

Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to submit
their Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 12.00 p.m. (Indian Standard
Time) on the Bid/ Offer Closing Date. Any time mentioned in this Red Herring Prospectus is IST. Bidders are
cautioned that, in the event a large number of Bids are received on the Bid/Offer Closing Date, some Bids may not
get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation
under the Offer. Bids will be accepted on the Stock Exchange platform only during Working Days, during the Bid/
Offer Period. The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform
during the Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the
bid information to the Registrar to the Offer for further processing. Further, as per letter no. list/SMD/SM/2006 dated
July 3, 2006 and letter no. NSE/IPO/25101-6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any
revision in Bids shall not be accepted on Saturdays, Sundays and public/bank holidays as declared by the Stock
Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system
to be provided by the Stock Exchanges.

Our Company in consultation with the BRLMs, reserves the right to revise the Price Band during the Bid/Offer Period
in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side,
i.e., the Floor Price may move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised
accordingly, but the Floor Price shall not be less than the face value of the Equity Shares. In all circumstances, the
Cap Price shall be less than or equal to 120% of the Floor Price. Provided that, the Cap Price of the Price Band shall
be at least 105% of the Floor Price

Page 372 of 475

In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional
Working Days following such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company,
for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of one Working Day, subject
to the Bid/Offer Period not exceeding 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 change on the respective websites of the BRLMs and at the terminals
of the Syndicate Members and by intimation to the Designated Intermediaries and the Sponsor Banks, as
applicable. In case of revision of Price Band, the Bid Lot shall remain the same.

In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the Bid cum Application Form
for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final
data for the purpose of Allotment

Minimum Subscription

If (i) our Company does not make the minimum Allotment in the Offer as specified under Rule 19(2)(b) of the SCRR
or does not achieve the minimum subscription of 90% of the Fresh Issue on the Bid/ Offer Closing Date; or (ii)
subscription level falls below the aforesaid minimum subscription after the Bid/ Offer Closing Date due to
withdrawal of Bids, or after technical rejections, or any other reason; or (iii) in case of devolvement of Underwriting,
aforesaid minimum subscription is not received within 60 days from the date of Bid/ Offer Closing Date; or (iv) if the
listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares in the Offer, the Promoter
Selling Shareholder, to the extent of its portion of the Offered Shares and our Company shall forthwith refund the
entire subscription amount in accordance with applicable law. If there is a delay beyond four days, our Company, and
every Director of our Company, who are officers in default, shall pay interest at the rate of 15% per annum in
accordance with the SEBI ICDR Regulations and any other applicable law. The Promoter Selling Shareholder shall
reimburse, in proportion to its respective portion of the Offered Shares, any expenses and interest incurred by our
Company on behalf of Promoter Selling Shareholder for any delays in making refunds as required under the
Companies Act and any other applicable law, provided that the Promoter Selling Shareholder shall be responsible or
liable for payment of such interest, unless such delay is solely and directly attributable to an act or omission
of the respective the Promoter Selling Shareholder in relation to its respective portion of the Offered Shares. All
refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by our Company on behalf
of any of the Promoter Selling Shareholder will be adjusted or reimbursed by the Promoter Selling Shareholder (only
to the extent of its respective portion of the Offered Shares), to our Company as agreed among our Company and each
of the Promoter Selling Shareholder in writing, in accordance with Applicable Law.

The requirement for minimum subscription is not applicable for the Offer for Sale.

In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue
and incompliance with Rule 19(2)(b) of the SCRR, the Allotment for the valid Bids will be made in the first instance
towards subscription for 100% of the Fresh Issue. If there remain any balance valid Bids in the Offer, first made on a
pro-rata basis in a manner proportionate to the Offered Shares of the Promoter Selling Shareholder through the sale
of the Offered Shares being offered by the Promoter Selling Shareholder; and followed by allocation of the balance
part of the Fresh Issue.

In terms of the SEBI master circular bearing no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, our
Company shall within two days from the closure of the Offer, refund the subscription amount received in case of non
–receipt of minimum subscription or in case our Company fails to obtain listing or trading permission from the Stock
Exchanges for the Equity Shares. If there is a delay beyond such time period as prescribed under applicable law,
interest at the rate of 15% per annum shall be paid.

Further, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be allotted
shall not be less than 1,000 in compliance with Regulation 49(1) of the SEBI ICDR Regulations, failing which the
entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any,
in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company shall be
liable to pay interest on the application money in accordance with applicable laws.

Page 373 of 475

Arrangements for disposal of odd lots

There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialized form only
and market lot for our Equity Shares will be one Equity Share.

New Financial Instruments

Our Company is not issuing any new financial instruments through this Offer.

Restrictions, if any on transfer and transmission of Equity Shares

Except for lock-in of pre-Offer equity shareholding, minimum Promoter’s Contribution and Anchor Investor lock-in
in the Offer, as detailed in “Capital Structure” on page 88 and except as provided in our Articles as detailed in
“Description of Equity Shares and Terms of the Articles of Association” on page 404, there are no restrictions on
transfers and transmission of shares/debentures and on their consolidation/splitting.

[The remainder of this page has intentionally been left blank]

Page 374 of 475

 OFFER STRUCTURE

The Offer of up to 2,08,86,200 Equity Shares of face value of ₹ 5 each for cash at a price of up to ₹ [●] per Equity
Share (including share premium of ₹ [●] per Equity Share) aggregating up to ₹[●] Lakhs comprising a Fresh Issue of
1,13,92,500 equity shares aggregating up to ₹[●] lakhs and an Offer for Sale of up to 94,93,700 Equity Shares
aggregating up to ₹ [●] lakhs, by Promoter Selling Shareholder. The Offer shall constitute 28.70 % of the post-Offer
paid-up equity share capital of our Company.

In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance
with Regulation 6(1) and Regulation 31 of the SEBI ICDR Regulations:

Qualified Institutional Non-Institutional Retail Individual

Particulars of the Offer
Buyers(1) Bidders Bidders
Number of Equity Shares Not more than [●] Equity Not less than [●] Equity Not less than [●] Equity
available for allocation/ Shares of face value of ₹ 5 Shares of face value of ₹ 5 Shares of face value of ₹ 5
allotment*(2) available for allocation or available for allocation or
the Offer less allocation to the Offer less allocation to
QIB Bidders and RIBs. QIB Bidders and Non-
Institutional Bidders.
Percentage of Offer Size Not more than 50% of the Not less than 35% of the
Not less than 15% of the
available for allocation/ Offer being available for Offer or Offer less
Offer or the Offer less
allotment allocation to QIB Bidders. allocation to QIBs and Non-
allocation to QIBs and
However, up to 5% of the Institutional Bidders will be
Retail Individual Bidders
Net QIB Portion (excluding available for allocation.
will be available for
the Anchor Investor
allocation to Non
Portion) shall be available
Institutional Investors of
for allocation
which one-third of the Non-
proportionately to Mutual
Institutional Portion will be
Funds only. Mutual Funds
available for allocation to
participating in the Mutual
Non-Institutional Bidders
Fund Portion will also be
with a Bid size more than
eligible for allocation in the
₹ 2,00,000 to ₹ 10,00,000
remaining QIB Portion
and two-thirds of the Non-
(excluding the Anchor
Institutional Portion will be
Investor Portion). The
available for allocation to
unsubscribed portion in the
Non-Institutional Bidders
Mutual Fund Portion will be
with a Bid size of more than
added to the Net QIB
₹ 10,00,000
Portion
Basis of Allotment/ Proportionate as follows The allotment to each Non- Allotment to each Retail
Allocation if respective (excluding the Anchor Institutional Bidders shall Individual Bidder shall not
category is oversubscribed* Investor Portion): not be less than the be less than the minimum
(a) [●] Equity Shares of face minimum application size, Bid lot, subject to
value of ₹ 5 shall be subject to availability of availability of Equity
available for allocation on a Equity Shares in the Non- Shares in the Retail Portion
proportionate basis to Institutional Portion and and the remaining available
Mutual Funds only; and the remaining available Equity Shares if any, shall
(b) [●] Equity Shares of Equity Shares if any, shall be allotted on a
face value of ₹ 5 shall be be Allotted on a proportionate basis. For
available for allocation on a proportionate basis, in details see, “Offer
proportionate basis to all accordance with the Procedure” on page 379
QIBs, including Mutual conditions specified in the
Funds receiving allocation SEBI ICDR Regulations
as per (a) above. subject to:
Up to 60% of the QIB
Portion Equity Shares may a) one third of the portion
be allocated on a available to Non-
discretionary basis to Institutional Bidders

Page 375 of 475

 Qualified Institutional Non-Institutional Retail Individual
Particulars of the Offer
Buyers(1) Bidders Bidders
Anchor Investors of which being [●] Equity
(i) 33.33% for domestic Shares are reserved for
mutual funds and (ii) 6.67% Bidders Biddings more
for life insurance than ₹ 2,00,000 and up to
companies and pension ₹ 10,00,000;
funds, subject to valid Bid b) two third of the portion
received from them at or available to Non-
above the Anchor Investor Institutional Bidders
Allocation Price. Any being [●] Equity Shares
under-subscription in the are reserved for Bidders
reserved category specified Bidding more than
in clause (ii) above may be ₹ 10,00,000.
allocated to domestic
mutual funds. Provided that the
unsubscribed portion in
either of the categories
specified in (a) or
(b)above, may be allocated
to Bidders in the other
category
Only through the ASBA Only through the ASBA Only through the ASBA
process (except for Anchor process (including the UPI process (including the UPI
Mode of Bid^
Investors) (excluding the Mechanism for a Bid size of Mechanism)
UPI Mechanism). up to ₹ 5,00,000)
Such number of Equity Such number of Equity [●] Equity Shares of face
Shares of face value of ₹ 5 Shares of face value of ₹ 5 value of ₹ 5 and in multiple
each and in multiples of [●] each and in multiples of [●] of [●] Equity shares.
Minimum Bid
Equity Shares of face value Equity Shares of face value
of ₹ 5 such that the Bid of ₹ 5 such that the Bid
Amount exceeds ₹ 2,00,000 Amount exceeds ₹ 2,00,000
Such number of Equity Such number of Equity Such number of Equity
Shares of face value of ₹ 5 Shares of face value of ₹ 5 Shares of face value of ₹ 5
each, in multiples of [●] each, in multiples of [●] each, in multiples of [●]
Equity Shares of face value Equity Shares of face value Equity Shares of face value
Maximum Bid of ₹ 5, not exceeding the of ₹ 5, not exceeding the of ₹ 5, such that the bid
size of the Offer (excluding size of the Offer (excluding amount does not exceed
the Anchor Portion), subject the QIB Portion), subject to ₹ 2,00,000
to limits as applicable to limits as applicable to each
each Bidder Bidder
Mode of Allotment Compulsorily in dematerialized form.
[●] Equity Shares of face value of ₹ 5 and in multiples of [●] Equity Shares of face value
Bid Lot
of ₹ 5 thereafter
A minimum of [●] Equity Shares of face value of ₹ 5 and thereafter in multiples of one
Allotment Lot
Equity Share.
Trading Lot One Equity Share
Public financial institutions Resident Indian Resident Indian individuals,
as specified in Section 2(72) Individuals, Eligible NRIs, Eligible NRIs and HUFs (in
of the Companies Act 2013, HUFs (in the name of the name of Karta)
scheduled commercial Karta), companies,
banks, multilateral and corporate bodies, scientific
Who can apply(3) (4) (5) bilateral development institutions, societies, and
financial institutions, trusts and FPIs who are
mutual funds registered individuals, for Equity
with SEBI, FPIs (other than Shares such that the Bid
individuals, corporate Amount exceeds ₹ 200,000
bodies and family offices), in value.

Page 376 of 475

 Qualified Institutional Non-Institutional Retail Individual
Particulars of the Offer
Buyers(1) Bidders Bidders
VCFs, AIFs, FVCIs, state
industrial development
corporation, insurance
company registered with
IRDAI, provident funds
with minimum corpus of ₹
2,500 lakhs, pension fund
with minimum corpus of ₹
2,500 lakhs, National
Investment Fund set up by
the Government, insurance
funds set up and managed
by army, navy or air force of
the Union of India,
insurance funds set up and
managed by the Department
of Posts, India and
Systemically Important
NBFCs in accordance with
applicable laws.
In case of Anchor Investors: Full Bid amount shall be payable by the Anchor Investors
at the time of submission of their Bids. (4)
Terms of Payment
In case of all other Bidders: Full Bid amount shall be blocked by the SCSBs in the bank
account of the ASBA Bidder, or by the Sponsor Bank through the UPI Mechanism, that is
specified in the ASBA Form at the time of submission of the ASBA Form
*Assuming full subscription in the Offer.
^
SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, has mandated that ASBA applications
in Public Issues shall be processed only after the application monies are blocked in the bank accounts of the investors.
Accordingly, Stock Exchanges shall, for all categories of investors viz. QIBs, Non-Institutional Bidder and RIBs and also
for all modes through which the applications are processed, accept the ASBA applications in their electronic book building
platform only with a mandatory confirmation on the application monies blocked.

(1) Our Company, in consultation with the Book Running Lead Manager, may allocate up to 60% of the QIB Category to
Anchor Investors at the Anchor Investor Offer Price, on a discretionary basis, subject to there being (i) minimum of
two and maximum of 15 Anchor Investors, where the allocation is up to ₹ 25,000 lakhs under the Anchor Investor
Portion, subject to a minimum Allotment of ₹ 500 lakhs per Anchor Investor, and (i) in case of allocation above ₹ 25,000
lakhs under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for
allocation up to ₹ 25,000 lakhs, and an additional 15 Anchor Investors for every additional ₹ 25,000 lakhs or part
thereof will be permitted, subject to minimum allotment of ₹ 500 lakhs per Anchor Investor. An Anchor Investor will
make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹ 1,000 lakhs. 40% of the anchor
investor portion, within the limit of 60% of QIB category, shall be reserved as (i) 33.33 per cent for domestic mutual
funds; and (ii) 6.67 per cent for life insurance companies and pension funds: In the event of under-subscription or non-
Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to
the Net QIB Portion.

(2) Subject to valid Bids being received at or above the Offer Price. This is an Offer in terms of Rule 19(2)(b) of the SCRR
read with Regulation 45 of the SEBI ICDR Regulations. This Offer is being made through the Book Building Process
in compliance with Regulation 6(1) of the SEBI ICDR Regulations.

(3) In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name should
also appear as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder
would be required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of
the joint holders. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids, except
as otherwise permitted, in any or all categories.

Page 377 of 475

(4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application
Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price
shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN. Anchor Investors are not permitted to
use the ASBA process.

(5) Bids by FPIs with certain structures as described under “Offer Procedure – Bids by FPIs” on page 379 and having the
same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and
Allotted to such successful Bidders (with same PAN) may be proportionately distributed.

Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, their
respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules,
regulations, guidelines and approvals to acquire the Equity Shares.

Subject to valid Bids being received at or above the Offer Price, under subscription, if any, in any category except the QIB
Portion, would be met with spill-over from the other categories or a combination of categories at the discretion of our
Company, in consultation with the Book Running Lead Manager and the Designated Stock Exchange, on a proportionate
basis. For further details, please see the chapter titled “Terms of the Offer” beginning on page 368 of this Red Herring
Prospectus

[The remainder of this page has intentionally been left blank]

Page 378 of 475

 OFFER PROCEDURE

All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, and the UPI Circulars
(the “General Information Document”) which highlights the key rules, processes and procedures applicable to public
issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the
SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid cum Application
Form. The General Information Document is available on the websites of the Stock Exchanges and the BRLM. Please
refer to the relevant provisions of the General Information Document which are applicable to the Offer especially in
relation to the process for Bids by UPI Bidders, through the UPI Mechanism. The investors should note that the details
and process provided in the General Information Document should be read along with this section.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
Category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) Payment Instructions for ASBA Bidders/Applicants; (v)Issuance of Confirmation of Allocation
Note(“CAN”)and allotment in the Offer; (vi) General instructions (limited to instructions for completing the Bid cum
Application Form); (vii) Submission of Bid cum Application Form; (viii) Other Instructions (limited to joint bids in
cases of individual, multiple bids and instances when an application would be rejected on technical grounds);
(ix) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious applications; (x) mode of
making refunds; (xi) Designated Date; (xii) interest in case of delay in allotment or refund; and (xiii) disposal of
applications and electronic registration of bids.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism using
Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From
January 1, 2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along
with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June
30, 2019. Pursuant to its circular SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, the SEBI has increased
the UPI limit from ₹ 2,00,000 to ₹ 5,00,000 for all the individual investors applying in public issues.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019,
read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by
RIBs through Designated Intermediaries (other than SCSBs), the existing process of physical movement of
forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI
Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of six months or
launch of five main board public Offers, whichever is later (“UPI Phase II”). Subsequently, however, SEBI vide its
circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for
implementation of UPI Phase II until further notice. However, given the prevailing uncertainty due to the COVID-19
pandemic, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, had decided to
continue with the UPI Phase II till further notice. The final reduced timeline of T+3 days for the UPI Mechanism for
applications by UPI Bidders (“UPI Phase III”) and modalities of the implementation of UPI Phase III was notified by
SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a
voluntary basis for all Offers opening on or after September 1, 2023 and on a mandatory basis for all Offers opening
on or after December 1, 2023. The Offer will be undertaken pursuant to the processes and procedures under
UPI Phase III on a mandatory basis, subject to any circulars, clarification or notification Offered by the SEBI
from time to time. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March
16, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022and SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023has introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. Subsequently, vide the SEBI RTA
Master Circular, consolidated the aforementioned circulars (excluding SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) to the extent relevant for RTAs, and rescinded these
circulars (excluding SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) to extent
applicable to RTAs. The provisions of these circulars are deemed to form part of the Red Herring Prospectus.
Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all

Page 379 of 475

individual bidders in initial public offerings (opening on or after May 1, 2022) whose application sizes are up to
₹ 5,00,000 shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form
submitted with Syndicate Member, Registered Brokers, Collecting Depository Participants and Registrar. This
circular has come into force for initial public offers opening on or after May 1, 2022 and the provisions of
these circular are deemed to form part of the Red Herring Prospectus.

Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140datedAugust9,2023, the board of directors of the

SEBI, have approved the proposal to reduce the time period for listing of equity shares pursuant to a public Offer from
six Working Days to three Working Days. The above timeline will be applicable on a voluntary basis for public Offers
opening on or after September 1, 2023 and on a mandatory basis for public offers opening on or after December 1,
[Link], the time period for listing of equity shares pursuant to this Offer will be undertaken mandatorily on
T+3 basis.

Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the
ASBA facility in initial public offerings (opening on or after September 1, 2022) shall be processed by the Registrar
along with the SCSBs only after application monies are blocked in the bank accounts of investors (all categories).
Accordingly, Stock Exchanges shall, for all categories of investors and other reserved categories and also for all modes
through which the applications are processed, accept the ASBA applications in their electronic book building platform
only with a mandatory confirmation on the application monies blocked.

In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in
SEBI circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 shall continue to form part of the
agreements being signed between the intermediaries involved in the public issuance process and lead manager
shall continue to coordinate with intermediaries involved in the said process. In case of any delay in unblocking of
amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working
Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15%
per annum of the application amount for the entire duration of delay exceeding four Working Days from the Bid/ Offer
Closing Date by the intermediary responsible for causing such delay in unblocking.

Our Company, the Promoter Selling Shareholder and the BRLM do not accept any responsibility for the
completeness and accuracy of the information stated in this section and the General Information Document and are
not liable for any amendment, modification or change in the applicable law which may occur after the date of the Red
Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids are
submitted in accordance with applicable laws and do not exceed the investment limits or maximum number
of the Equity Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus and
the Prospectus.

Further, our Company, the Promoter Selling Shareholder and the BRLM and the members of the Syndicate are not
liable for any adverse occurrences consequent to the implementation of the UPI Mechanism for application in this
Offer.

Book Building Procedure

The Offer is being made in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR
Regulations, through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations
wherein not more than 50% of the Offer shall be allocated on a proportionate basis to QIBs, provided that our Company
may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which 40% shall be reserved in
the following manner (i) 33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual Funds; and (ii)
6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies and Pension Funds, subject to
valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable,
at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and
Pension Funds category specified in (ii) above may be allocated to domestic Mutual Funds, in accordance with the
SEBI ICDR Regulations. In the event of under-subscription, or non-allotment in the Anchor Investor Portion, the
balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available
for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be

Page 380 of 475

available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds,
subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be
available for allocation to Non-Institutional Bidders out of which (a) one third of such portion shall be
reserved for Non-Institutional Bidders with Bid size exceeding ₹ 2,00,000 Lakhs and up to ₹ 10,00,000; and (b) two
third of such portion shall be reserved for Non-Institutional Bidders with Bid size of more than ₹ 10,00,000, provided
that the unsubscribed portion in either of such sub-categories may be allocated to Non-Institutional Bidders in the
other sub-category of Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation to
RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.

Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over
proportionately from any other category or combination of categories of Bidders at the discretion of our Company, in
consultation with the BRLM and the Designated Stock Exchange subject to receipt of valid Bids received at or above
the Offer Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from
any other category or a combination of categories. The Equity Shares, on Allotment, shall be traded only in the
dematerialized segment of the Stock Exchanges.

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except in
the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories, at
the discretion of our Company, in consultation with the Book Running Lead Manager, and the Designated Stock
Exchange and subject to applicable laws. Under-subscription, if any, in the QIB Portion, would not be allowed to be
met with spill-over from any other category or a combination of categories.

The Equity Shares, on Allotment, shall be traded only in the dematerialized mode on the platform of the Stock
Exchanges.

Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID, PAN and UPI ID, for UPI Bidders, shall be treated as incomplete and will be liable
to be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they
may get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer.

Phased implementation of Unified Payments Interface for Bids by UPI Bidders as per the UPI Circulars

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares.
Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for
applications by RIBs through Designated Intermediaries with the objective to reduce the time duration from public
issue closure to listing from six Working Days to up to three Working Days. Considering the time required for making
necessary changes to the systems and to ensure complete and smooth transition to the UPI payment
mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following manner:

Phase I: This phase was applicable from January 1, 2019, until March 31, 2019, or floating of five main board public
issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019.
Under this phase, a RIB had the option to submit the ASBA Form with any of the Designated Intermediary
and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing
continued to be six Working Days.

Phase II: This phase has become applicable from July 1, 2019, and was to initially continue for a period of six months
or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Subsequently, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, extended the timeline for implementation of UPI
Phase II till further notice. Under this phase, submission of the ASBA Form by RIBs through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing continues to be six Working Days during
this phase.

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Phase III: his phase has become applicable on a voluntary basis for all Offers opening on or after September 1, 2023
and on a mandatory basis for all Offers opening on or after December 1, 2023, vide SEBI circular bearing
number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time
duration from public Offer closure to listing has been reduced to three Working Days.
The Offer is made under UPI Phase III of the UPI Circular on mandatory basis. The same shall be advertised in all
editions of the English national daily newspaper Financial Express, all editions of Jansatta the Hindi national daily
newspaper, (Hindi also being the regional language of New Delhi, where our Registered and Corporate Office
is located), each with wide circulation on or prior to the Bid/Offer Opening Date and such advertisement
shall also be made available to the Stock Exchanges for the purpose of uploading on their websites.

All SCSBs offering facility of making application in public issues shall also provide facility to make application using
UPI. Our Company will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between the
Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the UPI
Bidders.

Pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 issued by SEBI,
as amended by the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“UPI Streamlining Circular”), SEBI has set out
specific requirements for redressal of investor grievances for applications that have been made through the UPI
Mechanism. The requirements of the UPI Streaming Circular include, appointment of a nodal officer by the SCSB
and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking
and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted
applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day
from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would
result in the SCSBs being penalised under the relevant securities law. Additionally, if there is any delay in the redressal
of investors’ complaints, the relevant SCSB as well as the post –Offer BRLM will be required to compensate the
concerned investor.

The processing fees for application made by UPI Bidders using the UPI mechanism may be released to the remitter
banks(SCSBs) only after such banks make an application to the BRLM with a copy to the Registrar, and such
application shall be made only after (i) unblocking of application amounts in the bank accounts for each
application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor
complaints has been paid by the SCSB in accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated
April 20, 2022vide circular reference no. NPCI/UPI/OC No. 127/ 2021-22 dated December 09, 2021, inter alia, has
enhanced the per transaction limit in UPI from more than ₹ 200,000 to ₹ 500,000 for UPI based ASBA in initial public
offerings.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges and
the BRLM.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be
available with the Designated Intermediaries at the Bidding Centres, and our Registered and Corporate Office. An
electronic copy of the Bid cum Application Form will also be available for download on the websites of NSE
([Link]) and BSE ([Link]) at least one day prior to the Bid/Offer Opening Date.

Copies of the Anchor Investor Application Form will be available at the office of the BRLM.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process.
Anchor Investors shall not be permitted to participate in the Offer through the ASBA process. The UPI Bidders are
mandatorily required to use the UPI Mechanism for submitting their bids to Designated Intermediaries and are allowed
to use ASBA Process by way of ASBA Forms to submit their bids directly to SCSBs

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UPI Bidders bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the
Bid cum Application Form and the Bid cum Application Form that do not contain the UPI ID are liable to be rejected.
UPI Bidders may also apply through the SCSBs and mobile applications using the UPI handles as provided on the
website of the SEBI.

ASBA Bidders (including UPI Bidders using UPI Mechanism, as applicable) must provide (i) bank account details
and authorization to block funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form
and the ASBA Forms that do not contain such details are liable to be rejected or the UPI ID, as applicable, in the
relevant space provided in the ASBA Form. Applications made using third party bank account or using third party
linked bank account UPI ID are liable for rejection. UPI Bidders using the UPI Mechanism may also apply through
the mobile applications using the UPI handles as provided on the website of the SEBI.

ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary
and submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not
bearing such specified stamp will be liable to be rejected. UPI Bidders shall be required to submit their ASBA Forms,
including details of their UPI IDs, with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs
or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain
brokers. RIIs and NIBs (other than the RIIs and NIBs using UPI Mechanism) may submit their ASBA Forms with
SCSBs (physically or online, as applicable), or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers. QIBs and NIBs (not using the UPI Mechanism) may
submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs.

ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to
the full Bid Amount can be blocked by the SCSB or the Sponsor Bank(s), as applicable at the time of submitting the
Bid. In order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating
them about Bid Amounts blocked/ unblocked including details as prescribed in Annexure II of SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. The application made by a Bidder shall only be processed
after the Bid amount is blocked in the ASBA account of the Bidder pursuant to SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022. Stock Exchanges shall accept the ASBA applications in
their electronic book building platform only with a mandatory confirmation on the application monies blocked. The
circular shall be applicable for all categories of investors viz. Retail Individual Investors, QIBs, Non-Institutional
Bidders, and also for all modes through which the applications are processed. The prescribed colour of the Bid cum
Application Form for the various categories is as follows:

Colour of Bid cum

Category
Application Form*
Resident Indians, including resident QIBs, NIBs, RIBs and Eligible NRIs applying on [●]
a non-repatriation basis
Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral institutions [●]
applying on a repatriation basis
Anchor Investors [●]
* Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms and the abridged prospectus will also be available for download on the
website of NSE ([Link]) and BSE ([Link])
(2) Bid cum Application Forms for Anchor Investors shall be available at the office of the BRLM.

In case of ASBA forms, the relevant Designated Intermediaries shall upload the relevant bid details in the electronic
bidding system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications in their electronic
bidding system only with a mandatory confirmation on application monies blocked.

For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the
Sponsor Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI Bidders
for blocking of funds. For ASBA Forms (other than UPI Bidders using UPI Mechanism) Designated Intermediaries
(other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA

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bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank. Stock Exchanges shall
validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring
inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-submission within the
time specified by Stock Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID,
bank code and location code in the Bid details already uploaded.

The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to RIBs, who shall accept the UPI
Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank
account. In accordance with BSE Circular No: 20220803-40 and NSE Circular No: 25/2022, each dated August 3,
2022, for all pending UPI Mandate Requests, the Sponsor Banks shall initiate requests for blocking of funds in the
ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Offer Closing Date (“Cut-
Off Time”). Accordingly, UPI Bidders Bidding using through the UPI Mechanism should accept UPI mandate
requests for blocking of funds prior to the Cut-Off Time and all pending UPI mandate requests at the Cut-Off Time
shall lapse. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021. The NPCI shall maintain an audit trail for every Bid entered
in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders (Bidding through UPI
Mechanism) in case of failed transactions shall be with the concerned entity (i.e. the Sponsor Bank(s), NPCI or the
issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of
all disputed transactions/ investor complaints to the Sponsor Bank(s) and the issuer bank.

The Sponsor Bank(s) and the Bankers to the Offer shall provide the audit trail to the Managers for analyzing the same
and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in circulars
prescribed by SEBI, from time to time.

Pursuant to BSE Circular No.: 20220803-40 and NSE Circular No.: 25/2022, each dated August 3, 2022, the
following is applicable to all initial public offers opening on or after September 1, 2022.

a) Cut-off time for acceptance of UPI mandate shall be up to 5:00 p.m. on the initial public offer closure date and
existing process of UPI bid entry by Syndicate Member, registrars to the offer and Depository Participants shall
continue till further notice;

b) There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1
day for already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be
discontinued;

c) Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to
4.00 p.m. for QIBs and Non-Institutional Bidders categories and up to 5.00 p.m. for Retail Individual on
the initial public offer closure day;

d) QIBs and Non-Institutional Bidderscan neither revise their bids downwards nor cancel/withdraw their bids;

e) The Stock Exchanges shall display Offer demand details on its website and for UPI bids the demand
shall include/consider UPI bids only with latest status as RC 100–black request accepted by Investor/ client,
based on responses/status received from the Sponsor Bank(s).

Electronic registration of Bids

a. The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building
on a regular basis before the closure of the Offer

b. On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in this Red Herring Prospectus.

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 c. The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the
Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing.

d. QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.

The Equity Shares offered in the Issue 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 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 U.S. Securities Act and applicable state securities laws. The Equity Shares are being offered and sold
only outside the United States in reliance on Regulation S and the applicable laws of the jurisdictions where
such offers and sales occurs.

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.

Participation by the Promoter, Promoter Group, the BRLM, associates and affiliates of the BRLM and the
Syndicate Member and the persons related to Promoter, Promoter Group, BRLM and the Syndicate Member

The BRLM and the Syndicate Member shall not be allowed to purchase the Equity Shares in any manner, except
towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLM and
the Syndicate Member may purchase Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional
Category as may be applicable to such Bidders, where the allocation is on a proportionate basis and such subscription
may be on their own account or on behalf of their clients. All categories of investors, including respective associates
or affiliates of the BRLM and Syndicate Member, shall be treated equally for the purpose of allocation to be made on
a proportionate basis.

Except for Mutual Funds sponsored by entities which are associates of the BRLM or AIFs sponsored by entities which
are associates of the BRLM or FPIs (other than individuals, corporate bodies and family offices) sponsored by entities
which are associates of the BRLM or insurance companies promoted by entities which are associates of the BRLM,
no BRLM or their respective associates can apply in the Offer under the Anchor Investor Portion.

Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Manager” if: (i) either of
them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights
in the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises
control over the other; or (iii) there is a common director, excluding nominee director, amongst the Anchor Investors
and the BRLM.

Further, our Promoter and members of the Promoter Group shall not participate by applying for Equity Shares in the
Offer, except in accordance with the applicable law. Furthermore, persons related to our Promoter and the Promoter
Group shall not apply in the Offer under the Anchor Investor Portion. It is clarified that a qualified institutional buyer
who has rights under a shareholders’ agreement or voting agreement entered into with any of our Promoter or members
of the Promoter Group of our Company, veto rights or a right to appoint any nominee director on our Board, shall be
deemed to be a person related to our Promoter or Promoter Group of our Company.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with
the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM reserve the right to reject
any Bid without assigning any reason thereof.

Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.

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In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with
SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids
provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.

No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity related instruments of any
single company provided that the limit of 10% shall not be applicable for investments in case of index funds or
exchange traded fund or sector or industry specific schemes. No Mutual Fund under all its schemes should own more
than 10% of any company’s paid-up share capital carrying voting rights.

Bids by Eligible NRIs

Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment.
Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should authorize their
respective SCSB (if they are Bidding directly through the SCSBs) or confirm or accept the UPI Mandate Request (in
case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts,
or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders bidding on a non-repatriation basis
by using Resident Forms should authorize their respective SCSB (if they are Bidding directly through the SCSBs) or
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. NRIs applying in the Offer through the UPI Mechanism are advised to enquire with the relevant
bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form.

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●]
in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for
Non-Residents ([●] in colour).

Participation of Eligible NRIs in the Offer shall be subject to compliance with the FEMA NDI Rules. In accordance
with the FEMA NDI Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of
the total paid-up equity share capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series
of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs
and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not
exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the
aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general body of
the Indian company.

NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars).
Further, subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Offer,
provided the UPI facility is enabled for their NRE/ NRO accounts.

For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 402
Participation of Eligible NRIs shall be subject to the FEMA Non-debt Instruments Rules, and any other applicable
law

Bids by HUFs

Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder should
specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as
follows: “Name of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the
name of the Karta”. Bids by HUFs will be considered at par with Bids from individuals.

Bids by Anchor Investors

In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section, the
key terms for participation by Anchor Investors are provided below.

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1) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the office of the
Book Running Lead Manager.

2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹ 1000 Lakhs.
A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹ 1000 Lakhs.

3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds

4) Bidding for Anchor Investors will open one Working Day before the Bid/Offer Opening Date and will be
completed on the same day.

5) Our Company in consultation with the Book Running Lead Manager will finalize allocation to the Anchor
Investors on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion
will not be less than: (a) minimum of two and maximum of 15 Anchor Investors, where the allocation under the
Anchor Investor Portion is up to ₹ 25,000 Lakhs, subject to a minimum Allotment of ₹ 500 Lakhs per Anchor
Investor; and (b) in case of allocation above ₹ 25,000 Lakhs under the Anchor Investor Portion, a minimum of
five such investors and a maximum of 15 Anchor Investors for allocation up to ₹ 25,000 Lakhs, and an additional
15 Anchor Investors for every additional ₹ 25,000 Lakhs, subject to minimum Allotment of ₹ 500 Lakhs per
Anchor Investor.

6) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in the
public domain by the Book Running Lead Managers before the Bid/ Offer Opening Date, through intimation to
the Stock Exchanges.

7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.

8) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the
Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price.

9) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a
period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to Anchor
Investors will be locked in for a period of 30 days from the date of Allotment.

10) Neither the Book Running Lead Manager or any associate of the Book Running Lead Manager (other than Mutual
Funds sponsored by entities which are associates of the BRLM or AIFs sponsored by entities which are associates
of the BRLM or FPIs (other than individuals, corporate bodies and family offices) which are associates of the
BRLM or insurance companies promoted by entities which are associates of the BRLM or pension funds
sponsored by entities which are associates of the BRLM) shall apply in the Offer under the Anchor Investors
Portion. For details, see “Offer Procedure” on page 379. Further, no person related to the Promoters or Promoter
Group shall apply under the Anchor Investors category.

11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple
Bids.

Bids by FPIs

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations
is required to be attached to the Bid cum Application Form, failing which our Company, in consultation with the
BRLM, reserves the right to reject any Bid without assigning any reason, subject to applicable laws.

To ensure compliance with the applicable limits, SEBI, pursuant to its master circular bearing reference number
SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022 and the SEBI RTA Master Circular, has directed that at

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the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax
Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the
FPIs/ FPI investor group who have invested in the Offer to ensure there is no breach of the investment limit, within
the timelines for Offer procedure, as prescribed by SEBI from time to time.

Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and
DP IDs shall not be treated as multiple Bids:

 FPIs which utilise the multi investment manager structure, indicating the name of their respective investment
managers in such confirmation;

 Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative
investments;

 Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;

 FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund
has multiple investment strategies/sub-funds with identifiable differences and managed by a single investment
manager;

 Multiple branches in different jurisdictions of foreign bank registered as FPIs;

 Government and Government related investors registered as Category 1 FPIs; and

 Entities registered as collective investment scheme having multiple share classes.

The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the applicant FPIs (with same PAN).

FPIs are permitted to participate in the offer subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. In terms of the FEMA Non-Debt Instruments Rules, for calculating
the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued
overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the event (i)
such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such offshore
derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such offshore
derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other conditions as
may be specified by SEBI from time to time.

An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by, or on behalf of it subject to, inter alia, the following conditions:

(a) such offshore derivative instruments are transferred to person’s subject to fulfilment of SEBI FPI Regulations;
and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred are pre-approved by the FPI.

The FPIs who wish to participate in the offer are advised to use the Bid cum Application Form for Non-Residents (in
[●] colour).

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Further, Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected,
except for Bids from FPIs that utilize the multiple investment manager structure (“MIM Structure”) in accordance
with the SEBI master circular bearing reference number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022,
provided such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly,
it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the same
PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with
different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation in the Bid cum
Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure and indicate the names of
their respective investment managers in such confirmations. In the absence of such confirmation from the relevant
FPIs, such multiple Bids shall be rejected.

Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB Bidder
should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by an FPI
Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid. Further, please
note that as disclosed in this Red Herring Prospectus read with the General Information Document, Bid Cum
Application Forms are liable to be rejected in the event that the Bid in the Bid cum Application Form “exceeds the
offer size and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws or
regulations or maximum amount permissible under applicable laws or regulations, or under the terms of the Red
Herring Prospectus.”

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means
multiple entities having common ownership directly or indirectly of more than 50% or common control) must be
below 10% of our total paid-up Equity Share capital of our Company, on a fully diluted basis. Further, in terms of the
FEMA Non-Debt Instruments Rules, the total holding by each FPI, of an investor group, shall be below 10% of the
total paid-up Equity Share capital of our Company on a fully diluted basis and the aggregate limit for FPI investments
shall be the sectoral caps applicable to our Company, which is 100% of the total paid-up Equity Share capital of our
Company on a fully diluted basis. In case the total holding of an FPI or investor group increases beyond 10% of the
total paid-up Equity Share capital of our Company, on a fully diluted basis, the total investment made by the FPI or
investor group will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard
and our Company and the investor will be required to comply with applicable reporting requirements. Further, the
total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable to the
sector in which our Company operates (i.e., up to 100%).

For details of investment by FPIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning on page
402. Participation of FPIs shall be subject to the FEMA Non-Debt Instruments Rules.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.

Our Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of conversion
of foreign currency.

Bids by SEBI registered VCFs, AIFs and FVCIs

The SEBI FVCI Regulations, inter alia, prescribe the investment restrictions on VCFs and FVCIs registered with
SEBI. Further, the SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Accordingly,
the holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the
corpus of the VCF or FVCI. Further, subject to FEMA Rules, VCFs and FVCIs can invest only up to 33.33% of their
investible funds in various prescribed instruments, including in public offerings.

Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in one investee company.
A category III AIF cannot invest more than 10% of the investible funds in one investee company. A VCF registered
as a migrated venture capital fund or a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more
than one-third of its investible funds by way of subscription to an initial public offering of a venture capital
undertaking. Pursuant to the repeal of the SEBI VCF Regulations, the VCFs which have not re-registered as an AIF
under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations until the existing fund

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or scheme managed by the fund is wound up and such fund shall not launch any new scheme after the notification of
the SEBI AIF Regulations. Our Company, the Promoter Selling Shareholder and the Book Running Lead Manager
will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency.

Participation of VCFs, AIFs or FVCIs in the Offer shall be subject to the FEMA Rules.

There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same basis
with other categories for the purpose of allocation.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.

Bids by limited liability partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a
certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached
to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM reserve the right to reject
any Bid without assigning any reason thereof, subject to applicable law.

Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration
issued by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to
the Bid cum Application Form, failing which our Company, in consultation with the BRLM reserve the right to reject
any Bid without assigning any reason thereof, subject to applicable law.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act,
1949 (the “Banking Regulation Act”), and Master Direction –Reserve Bank of India (Financial Services provided by
Banks) Directions, 2016 is 10% of the paid-up share capital of the investee company or 10% of the bank’s own paid-
up share capital and reserves, whichever is less. Further, the aggregate investment in subsidiaries and other entities
engaged in financial and non-financial services company cannot exceed 20% of the bank’s paid-up share capital and
reserves. A banking company may hold up to 30% of the paid-up share capital of the investee company with the prior
approval of the RBI, provided that the investee company is engaged in non-financial activities in which banking
companies are permitted to engage under the Banking Regulation Act or the additional acquisition is through
restructuring of debt/corporate debt restructuring/strategic debt restructuring, or to protect the bank’s interest on
loans/investments made to a company. The bank is required to submit a time-bound action plan for disposal of such
shares within a specified period to the RBI. A banking company would require a prior approval of the RBI to make
investment in excess of 30% of the paid-up share capital of the investee company, investment in a subsidiary and a
financial services company that is not a subsidiary (with certain exceptions prescribed), and investment in a
non-financial services company in excess of 10% of such investee company’s paid-up share capital as stated in the
Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended. Bids by banking
companies should not exceed the investment limits prescribed for them under the applicable laws.

Bids by SCSBs

SCSBs participating in the offer are required to comply with applicable law, including the terms of the SEBI circulars
(Nos. CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013,
respectively. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they
should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall
be used solely for the purpose of making application in public issues and clear demarcated funds should be available
in such account for such applications.

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Bids by insurance companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration
issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with
the BRLM, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law.

The exposure norms for insurers are prescribed under the Insurance Regulatory and Development Authority
(Investment) Regulations, 2016, read with the Investments – Master Circular dated October 27, 2022, each as amended
(“IRDAI Investment Regulations”), based on investments in the equity shares of a company, the entire group of the
investee company and the industry sector in which the investee company operates. Bidders are advised to refer to the
IRDA Investment Regulations for specific investment limits applicable to them and shall comply with all applicable
regulations, guidelines and circulars issued by IRDAI from time to time.

Bids by provident funds/ pension funds

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹ 2,500
Lakhs a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension
fund must be attached to the Bid cum Application Form. Failing this, our Company in consultation with the Book
Running Lead Managers and subject to applicable law, reserves the right to reject any Bid, without assigning any
reason thereof.

Bids under power of attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies,
Eligible FPIs, AIFs, Mutual Funds, insurance companies, systemically important NBFCs, insurance funds set up by
the army, navy or air force of the India, insurance funds set up by the Department of Posts, India or the National
Investment Fund and provident funds with a minimum corpus of ₹ 2,500 Lakhs (subject to applicable law) and pension
funds with a minimum corpus of ₹ 2,500 Lakhs, a certified copy of the power of attorney or the relevant resolution or
authority, as the case may be, along with a certified copy of the memorandum of association and articles of association
and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation
with the BRLM reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any
reason thereof.

Our Company, in consultation with the BRLM in their absolute discretion, reserve the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form subject to the
terms and conditions that our Company, in consultation with the BRLM may deem fit.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis and a net
worth certificate from its statutory auditor, and (iii) such other approval as may be required by the Systemically
Important NBFCs, are required to be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLM, reserve the right to reject any Bid without assigning any reason thereof, subject to
applicable law. Systemically Important NBFCs participating in the Offer shall comply with all applicable regulations,
guidelines and circulars issued by RBI from time to time.

The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.

In accordance with existing regulations issued by the RBI, OCBs cannot participate in the Offer. The above
information is given for the benefit of the Bidders. Our Company and the BRLM are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of
this Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that any
single Bid from them does not exceed the applicable investment limits or maximum number of the Equity
Shares that can be held by them under applicable law or regulation or as specified in the Red Herring
Prospectus and the Prospectus, when filed.

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Information for Bidders

The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid
cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain
the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated
Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will
be non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he
/she shall surrender the earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the
relevant Designated Intermediary as proof of his or her having revised the previous Bid.

In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and
software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance
with various statutory and other requirements by our Company and/or the BRLM are cleared or approved by the Stock
Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with
the statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our
Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or
endorse the correctness or completeness of any of the contents of the Draft Red Herring Prospectus or the Red Herring
Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock
Exchanges.

General Instructions

Please note that QIBs and NIBs are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms
of quantity of Equity Shares or the Bid Amount) at any stage. RIBs can revise their Bid(s) during the Bid/Offer Period
and withdraw their Bid(s) until Bid/Offer Closing Date. Anchor Investors are not allowed to withdraw their Bids after
the Anchor Investor Bid/Offer Period.

Do’s:

(1). Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their Bids through
the ASBA process only;

(2). Ensure that you have Bid within the Price Band;

(3). Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the
prescribed form;

(4). Ensure that you (other than Anchor Investors) have mentioned the correct ASBA Account number if you are not
an UPI Bidder bidding using the UPI Mechanism in the Bid cum Application Form and if you are an UPI Bidder
using the UPI Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of 45
characters including the handle), in the Bid cum Application Form;

(5). Designated Intermediary at the Bidding Centre within the prescribed time. Retail Individual Bidders using UPI
Mechanism, may submit their ASBA Forms with Syndicate Members, Registered Brokers, RTAs or CDPs and
should ensure that the ASBA Form contains the stamp of such Designated Intermediary;

(6). Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB, before
submitting the ASBA Form to any of the Designated Intermediaries;

(7). In case of joint Bids, ensure that first Bidder is the ASBA Account holder (or the UPI-linked bank account holder,
as the case may be) and the signature of the first Bidder is included in the Bid cum Application Form;

(8). Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;

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 (9). Ensure that you request for and receive a stamped acknowledgement counterfoil of the Bid cum Application Form
for all your Bid options from the concerned Designated Intermediary;

(10). Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which
the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application
Form should contain only the name of the First Bidder whose name should also appear as the first holder of the
beneficiary account held in joint names. Ensure that the signature of the First Bidder is included in the Bid cum
Application Forms. PAN of the First Bidder is required to be specified in case of joint Bids;

(11). UPI Bidders bidding in the Offer to ensure that they shall use only their own ASBA Account or only their own
bank account linked UPI ID which is UPI 2.0 certified by NPCI (only for UPI Bidders using the UPI Mechanism)
to make an application in the Offer and not ASBA Account or bank account linked UPI ID of any third party;

(12). Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;

(13). Retail Individual Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly
with SCSBs and not with any other Designated Intermediary;

(14). Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or
have otherwise provided an authorisation to the SCSB or Sponsor Banks, as applicable, via the electronic mode,
for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application
Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and
participating in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised
by the Sponsor Banks for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of
Allotment;

(15). in terms of the SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in
the securities market, (ii) submitted by investors who are exempt from the requirement of obtaining/specifying
their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state of Sikkim, who,
in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in
the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the
Central or the State Government and officials appointed by the courts and for investors residing in the State of
Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the
exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account
remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details
evidencing the same. All other applications in which PAN is not mentioned will be rejected;

(16). Ensure that the Demographic Details are updated, true and correct in all respects;

(17). Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under
official seal;

(18). Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper
upload of your Bid in the electronic Bidding system of the Stock Exchanges;

(19). Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents are submitted;

(20). Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and
Indian laws;

(21). Ensure that the Bidder’s depository account is active, the correct DP ID, Client ID, the PAN, UPI ID, if applicable,
are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, the PAN
and UPI ID, if applicable, entered into the online IPO system of the Stock Exchanges by the relevant Designated

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 Intermediary, as applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available
in the Depository database;

(22). Ensure that when applying in the Offer using UPI, the name of your SCSB appears in the list of SCSBs displayed
on the SEBI website which are live on UPI. Further, also ensure that the name of the mobile application and the
UPI handle being used for making the application in the Offer is also appearing in the “list of mobile applications
for using UPI in public issues” displayed on the SEBI website and is also appearing in Annexure ‘A’ to the SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019;

(23). UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request
received from the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount in the UPI
Bidder’s ASBA Account;

(24). Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 12:00 p.m. of
the Working Day immediately after the Bid/ Offer Closing Date;

(25). UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI
Mandate Request and then proceed to authorize the UPI Mandate Request using his/her UPI PIN. Upon the
authorization of the mandate using his/her UPI PIN, an UPI Bidders may be deemed to have verified the
attachment containing the application details of the UPI Bidders in the UPI Mandate Request and have agreed to
block the entire Bid Amount and authorized the Sponsor Banks to block the Bid Amount mentioned in the Bid
Cum Application Form;

(26). The ASBA bidders shall ensure that bids above ₹ 5,00,000, are uploaded only by the SCSBs;

(27). Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM;

(28). FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs,
are required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their
investment managers in such confirmation which shall be submitted along with each of their Bid cum Application
Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected; and

(29). Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for
Anchor Investors and UPI Bidders bidding using the UPI Mechanism) is submitted to a Designated Intermediary
in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained
has named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of
such branches is available on the website of SEBI at [Link]).

(30). Ensure that your PAN is linked with your Aadhaar card, and that you are in compliance with notification dated
Feb 13, 2020 and press release dated June 25, 2021 and September 17, 2021, each issued by the Central Board of
Direct Taxes.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned
in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be
rejected.
Don’ts:

(1). Do not Bid for lower than the minimum Bid size;

(2). Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;

(3). Do not Bid for a Bid Amount exceeding ₹ 200,000 (for Bids by Retail Individual Bidders);

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 (4). Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;

(5). Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;

(6). Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);

(7). Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;

(8). Do not submit the Bid for an amount more than funds available in your ASBA account.

(9). Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of a Bidder;

(10). In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account;

(11). If you are a UPI Bidder and are using UPI mechanism, do not submit more than one ASBA Form for each UPI
ID;

(12). Anchor Investors should not Bid through the ASBA process;

(13). Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms or to our Company;

(14). Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;

(15). Do not submit the General Index Register (GIR) number instead of the PAN;

(16). 16. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for
a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;

(17). Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;

(18). Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having
valid depository accounts as per Demographic Details provided by the depository);

(19). Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;

(20). Do not submit your Bid after 3.00 pm on the Bid/Offer Closing Date;

(21). If you are a QIB, do not submit your Bid after 3:00 pm on the QIB Bid/Offer Closing Date;

(22). Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after you have
submitted a Bid to any of the Designated Intermediaries;

(23). Do not Bid for Equity Shares in excess of what is specified for each category;

(24). In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any
bids above ₹ 500,000;

(25). Do not fill up the Bid cum Application Form such that the Equity Shares Bid for, exceeds the Offer size and/or
investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations
or maximum amount permissible under applicable laws or regulations, or under the terms of the Red Herring
Prospectus;

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(26). Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid
Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail Individual Bidders can revise or
withdraw their Bids on or before the Bid/ Offer Closing Date;

(27). Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres;

(28). If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries and
using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or third party
linked bank account UPI ID;

(29). Do not Bid if you are an OCB;

(30). Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in
case of Bids submitted by UPI Bidders using the UPI Mechanism;

(31). Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding using
the UPI Mechanism;

(32). Do not submit a Bid cum Application Form with a third party UPI ID or using a third party bank account (in case
of Bids submitted by Retail Individual Bidders using the UPI Mechanism); and

(33). UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an
SCSB or a bank which is not mentioned in the list provided in the SEBI website is liable to be rejected.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.

Further, in case of any pre-offer or post offer related issues regarding share certificates/ dematerialized credit/refund
orders/unblocking etc., investors can reach out to our Company Secretary and Compliance Officer. For details of our
Company Secretary and Compliance Officer, see “General Information” beginning on page 80

For helpline details of the BRLM pursuant to the SEBI/HO/CFD/DIL-2/OW/P/2021/2481/1/M dated March 16, 2021,
see “General Information - Book Running Lead Manager” on page 80

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of
₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for
cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the
amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through
the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of the total
cumulative blocked amount except the original application amount, whichever is higher from the date on which such
multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount,
the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount,
whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; and (iv)
any delay in unblocking of non-allotted/ partially allotted Bids, exceeding two Working Days from the Bid/Offer
Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid
Amount, whichever is higher for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing
Date by the SCSB responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify
and fix the liability on such intermediary or entity responsible for such delay in unblocking. The post offer BRLM
shall be liable for compensating the Bidder at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount,
whichever is higher from the date of receipt of the investor grievance until the date on which the blocked amounts are
unblocked. The Bidder shall be compensated in the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 which for the avoidance of doubt, shall be deemed to be
incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable.

Page 396 of 475

The BRLM shall be the nodal entity for any issues arising out of the public issuance process.

Further, Investors shall be entitled to compensation in the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 in case of delays in resolving investor grievances
in relation to blocking/unblocking of funds.

Grounds for Technical Rejection

In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested to
note that Bids maybe rejected on the following additional technical grounds:

1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;

2. Bids which do not contain details of the Bid Amount and the bank account or UPI ID (for UPI Bidders) details in
the ASBA Form;

3. Bids submitted on a plain paper;

4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application
or UPI handle, not listed on the website of SEBI;

5. Bids under the UPI Mechanism submitted by UPI Bidders using third-party bank accounts or using a third-party
linked bank account UPI ID (subject to availability of information regarding third-party account from Sponsor
Bank(s);

6. ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account UPI
IDs;

7. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;

8. Bids submitted without the signature of the First Bidder or sole Bidder:

9. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;

10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended
for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;

11. GIR number furnished instead of PAN;

12. Bids by RIIs with Bid Amount of a value of more than ₹ 200,000;

13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;

14. Bids accompanied by cheque(s), demand draft(s), stock invest, money order, postal order or cash; and

15. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Bidders
uploaded after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs uploaded after 5.00 p.m. on the Bid/
Offer Closing Date, unless extended by the Stock Exchanges.

Further, in case of any pre-offer or post offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to the Compliance Officer. For details of the Compliance Officer, see
“General Information” on page 80

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In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a
uniform rate of ₹ 100 per day for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing
Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Manager
shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in
unblocking. Further, Investors shall be entitled to compensation in the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 in case of delays in resolving investor grievances
in relation to blocking/unblocking of funds. For the avoidance of doubt, the provisions of the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 shall be deemed to be incorporated in the deemed
agreement of the Company with the SCSBs to the extent applicable.

For helpline details of the BRLM pursuant to the SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021,
please see “General Information” on page 80

Names of entities responsible for finalizing the basis of allotment in a fair and proper manner

The authorised employees of the Stock Exchanges, along with the BRLM and the Registrar, shall ensure that the Basis
of Allotment is finalized in a fair and proper manner in accordance with the procedure specified in SEBI ICDR
Regulations.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any allotment in excess of the Equity Shares through the Red Herring Prospectus and
the Prospectus except in case of oversubscription for the purpose of rounding off to make allotment, in
consultation with the Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than one
per cent of the Offer may be made for the purpose of making allotment in minimum lots.

The allotment of Equity Shares to applicants other than to the Retail Individual Bidders, Non Institutional Bidders
and Anchor Investors shall be on a proportionate basis within the respective investor categories and the number of
securities allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the
minimum application size as determined and disclosed.

The allotment of Equity Shares to Retail Individual Bidders shall not be less than the minimum bid lot, subject to the
availability of shares in Retail Individual Bidders Portion, and the remaining available shares, if any, shall be allotted
on a proportionate basis. Not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders.
The Equity Share available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, shall be
subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for
applicants with an application size of more than ₹ 2,00,000 and up to ₹ 10,00,000, and (ii) two-third of the portion
available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than
₹ 10,00,000, provided that the unsubscribed portion in either of the aforementioned sub-categories may be
allocated to applicants in the other sub-category of Non-Institutional Bidders. The allotment to Non-Institutional
Bidder shall not be less than the minimum NII Application Size, subject to the availability of Equity Shares in the
Non-Institutional Portion, and the remaining Equity Shares.

Payment into Escrow Account(s) for Anchor Investors

Our Company in consultation with the BRLM, in their absolute discretion, will decide the list of Anchor Investors to
whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective
names will be notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into the
Escrow Account(s) should be drawn in favor of:

(a) In case of resident Anchor Investors: “Gaudium IVF and Women Health Limited – Anchor R A/c”

(b) In case of Non-Resident Anchor Investors: “Gaudium IVF and Women Health Limited – Anchor NR A/c ”

Page 398 of 475

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement amongst our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Offer to
facilitate collections of Bid amounts from Anchor Investors.

Pre-Offer Advertisement

Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus with
the RoC, publish a pre-Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of
Financial Express, an English national daily newspaper and all editions of Jansatta, a Hindi national daily newspaper
as, Hindi being the regional language of Delhi, where our Registered Office is located, each with wide circulation.

In the pre-offer advertisement, we shall state the Bid/ Offer Opening Date and the Bid/Offer Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed
in Part A of Schedule X of the SEBI ICDR Regulations.

Allotment Advertisement

Our Company, the BRLM and the Registrar to the Offer shall publish an allotment advertisement before
commencement of trading, disclosing the date of commencement of trading in all editions of Financial Express, an
English national daily newspaper and all editions of Jansatta, a Hindi national daily newspaper, Hindi being the
regional language of Delhi, where our Registered Office is located, each with wide circulation.

The above information is given for the benefit of the Bidders/applicants. Our Company and the members of
the Syndicate are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Red Herring Prospectus. Bidders/applicants are advised to make their
independent investigations and ensure that the number of Equity Shares Bid for do not exceed the prescribed
limits under applicable laws or regulations.

Signing of the Underwriting Agreement and the RoC Filing

(a) Our Company, the Promoter Selling Shareholder and the Underwriters intend to enter into an Underwriting
Agreement on or immediately after the finalization of the Offer Price but prior to the filing of Prospectus, in
accordance with the nature of the undertaking which is determined in accordance with Regulation 40(3) of SEBI
ICDR Regulations.

(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus will contain
details of the Offer Price, the Anchor Investor Offer Price, offer size, and underwriting arrangements and will
be complete in all material respects.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name,
(d) shall be liable for action under Section 447.”

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The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹ 10 Lakhs
or 1% of the turnover of our Company, whichever is lower, includes imprisonment for a term which shall not be less
than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud,
extending up to three times such amount (provided that where the fraud involves public interest, such term shall not
be less than three years.) Further, where the fraud involves an amount less than ₹ 10 Lakhs or one per cent of the
turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud
shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to
₹ 50 Lakhs or with both.

Undertakings by our Company

Our Company undertakes the following:

 adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders (including
Anchor Investor Application Form from Anchor Investors);

 the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;

 all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock
Exchanges where the Equity Shares are proposed to be listed shall be taken within three Working Days from the
Bid/Offer Closing Date or such other time as prescribed by SEBI under applicable law;

 if Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable law. If there is delay beyond the
prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR
Regulations and applicable law for the delayed period;

 the funds required for making refunds/unblocking (to the extent applicable) to unsuccessful Bidders as per the
mode(s) disclosed shall be made available to the Registrar to the Offer by our Company;

 where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall be sent to the applicant within the time prescribed under applicable law, giving details of the bank where
refunds shall be credited along with amount and expected date of electronic credit of refund;

 No further issue of the Equity Shares shall be made until the Equity Shares offered through the Red Herring
Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on account of non-listing,
under-subscription, etc.;

 Our Company, in consultation with the BRLM, reserve the right not to proceed with the Offer, in whole or in part
thereof, after the Bid/ Offer Opening Date but before the Allotment. In such an event, our Company would issue
a public notice in the newspapers in which the pre-offer advertisements were published, within two days of the
Bid/ offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding
with the Offer and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed;

 if our Company, in consultation with the BRLM withdraw the Offer after the Bid/Offer Closing Date and
thereafter determines that it will proceed with an issue of the Equity Shares, our Company shall file a fresh draft
red herring prospectus with SEBI;

 that our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of
the Equity Shares from all the Stock Exchanges where listing is sought has been received; and

 Promoter’s contribution, if any, shall be brought in advance before the Bid/Offer Opening Date and the balance,
if any, shall be brought in on a pro rata basis before calls are made on the Allottees.

Page 400 of 475

 It shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect, in the
nature of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer.
Undertaking by the Promoter Selling Shareholder
The Promoter Selling Shareholder specifically undertakes in respect of itself as a ‘selling shareholder’ and its portion
of the Equity Shares offered by it in the Offer for Sale that:

 it is the legal and beneficial owner of, and has a valid and marketable title to such Offered Shares have been
acquired and are held by the Promoter Selling Shareholder in compliance with Applicable Law, the Equity
Shares which are offered by it pursuant to the Offer for Sale;

 the Offered Shares, other than equity shares received through bonus issue have been held by it for a period of at
least one year prior to the date of filing of the Draft Red Herring Prospectus with SEBI.

 the Equity Shares offered for sale by the Promoter Selling Shareholder in the Offer are eligible for being
offered in the Offer for Sale in terms of Regulation 8 of the SEBI ICDR Regulations;

 it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect, in the
nature of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer;

 the Equity Shares being offered for sale by the Promoter Selling Shareholder pursuant to the Offer are free and
clear of any pre-emptive rights, liens, mortgages, charges, pledges or any other encumbrances and shall be in
dematerialized form at the time of transfer;

 it shall deposit its Equity Shares offered for sale in the Offer in an escrow demat in accordance with the share
escrow agreement to be executed between the parties to such share escrow agreement;

 that it shall provide such reasonable assistance to our Company and the BRLM in redressal of such investor
grievances that pertain to the Equity Shares held by it and being offered pursuant to the Offer;

 it shall provide such reasonable cooperation to our Company in relation to the Equity Shares offered by it in the
Offer for Sale for the completion of the necessary formalities for listing and commencement of trading at the
Stock Exchanges; and

 It shall not have recourse to the proceeds of the Offer until final approval for trading of the Equity Shares from
the Stock Exchanges has been received.
The decisions with respect to the Price Band, the minimum Bid lot, revision of Price Band, Offer Price, will be taken
by our Company in consultation with the Book Running Lead Manager, in accordance with applicable law.
Utilization of Offer Proceeds
Our Board of Directors certifies and declares that:

 all monies received out of the Offer shall be credited/transferred to a separate bank account other than the bank
account referred to in sub-section 3 of Section 40 of the Companies Act;

 details of all monies utilised out of the Offer shall be disclosed, and continue to be disclosed till the time any part
of the Offer proceeds remains un-utilized, under an appropriate head in the balance sheet of our Company
indicating the purpose for which such monies have been utilised; and

 details of all un-utilised monies out of the Offer, if any shall be disclosed under an appropriate separate head in
the balance sheet indicating the form in which such un-utilised monies have been invested.

Page 401 of 475

 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of
India (“DPIIT”) makes policy announcements on FDI through press notes and press releases which are notified by
the RBI as amendments to the FEMA. The DPIIT also issues the Consolidated Foreign Direct Investment Policy
(“FDI Policy”) from time to time. The regulatory framework pertaining to foreign investment, over a period of time,
thus, consists of acts, regulations, master circulars, press notes, press releases, and clarifications among other
amendments.

India’s current FDI Policy issued by the DPIIT with effect from October 15, 2020, consolidates and supersedes all
previous press notes, press releases and clarifications on FDI issued by the DPIIT till October 15, 2020. All the press
notes, press releases, clarifications on FDI issued by DPIIT till October 15, 2020 stand rescinded as on October 15,
2020. In terms of the FDI Policy, Foreign investment is permitted (except in the prohibited sectors) in Indian
companies either through the automatic route or the Government route, depending upon the sector in which foreign
investment is sought to be made. In terms of the FDI Policy, the work of granting government approval for foreign
investment under the FDI Policy and FEMA Regulations has now been entrusted to the concerned Administrative
Ministries/Departments.

Our Company is engaged in the business of providing healthcare services mainly rendering various fertility treatments
such as In Vitro Fertilization (IVF), intrauterine insemination (IUI), intracytoplasmic sperm injection (ICSI), Egg
Freezing, laser assisted embryo implantation amongst others. The FDI Policy issued by the DIPP does not specifically
prescribe any limits on foreign investment in the clinical and hospital sector. For companies engaged in sectors/
activities which are not listed in the FDI Policy, foreign investment up to 100% under the automatic route is permitted,
subject to compliance with certain prescribed conditions.

In accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign
Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020,
any investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border
with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country,
will require prior approval of the Government, as prescribed in the FDI Policy and the Foreign Exchange Management
(Non-debt Instruments) Rules, 2019. Further, in the event of transfer of ownership of any existing or future foreign
direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the
aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval of the
Government. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules,
2020 issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an
entity of a particular country nor shall any country be treated as the beneficial owner of the investments of such bank
of fund in India.

Further, the existing individual and aggregate investment limits for an FPI in our Company are not exceeding 10% of
the total paid-up Equity Share capital of our Company for each FPI and the total holdings of all FPIs in the Company
shall not exceed 24% of the total paid-up Equity Share capital of our Company. The RBI, in exercise of its power
under the FEMA, has also notified Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“Rules”)
and Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019
to prohibit, restrict or regulate, transfer by or issue security to a person resident outside India. SEBI registered FPIs
have been permitted to purchase shares of an Indian company through the Offer, subject to total FPI investment being
within the individual FPI/sub account investment limit of less than 10% of the total paid-up equity capital on a fully
diluted basis of the Company subject to the total holdings of all FPIs/sub accounts including any other direct and
indirect foreign investments in the Company shall not exceed 24% of the paid-up equity capital of the Company on a
fully diluted basis. The aggregate limit of 24% in case of FPIs may be increased up to the sectoral cap/statutory ceiling,
as applicable, by the Company concerned by passing of resolution by the Board of the Company to that effect and by
passing of a special resolution to that effect by its Shareholders. With effect from April 1, 2020, the aggregate limit
of 24% has increased to the sectoral cap applicable to the Indian Company which in case of the Company is 100%
provided that the Company complies with conditions provided under the FDI Policy. As per the Rules, the aggregate
limit as provided above was permitted to be decreased by the Company to a lower threshold limit of 24% or 49% or
74% as deemed fit, with the approval of its Board of Directors through a resolution and also of its shareholders by
means of a special resolution, before March 31, 2020. The Company has passed no such Board Resolution and hence,

Page 402 of 475

has not revised its sectoral caps. Further, eligible NRIs and OCIs investing on repatriation basis are subject to
individual investment limit of 5% of the total paid-up equity capital on a fully diluted basis subject to the aggregate
paid-value of the shares purchased by all NRIs and OCIs put together on repatriation basis not exceeding 10% of the
total paid-up equity capital on a fully diluted basis of the Company. The aggregate limit of 10% in case of NRIs and
OCIs together may be raised to 24 % if a special resolution to that effect is passed by the shareholders of the Company.
The Company has not passed such resolutions as yet.

The transfer of shares between an Indian resident and a Non-resident does not require prior approval of RBI, subject
to fulfillment of certain conditions as specified by DPIIT / RBI, from time to time. Such conditions include (i) the
activities of the investee company are under the automatic route under the FDI Policy and transfer does not attract the
provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (ii) the non-resident
shareholding is within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with the guidelines
prescribed by the SEBI/RBI. Investors are advised to refer to the exact text of the relevant statutory provisions of law
before investing and / or subsequent purchase or sale transaction in the Equity Shares of our Company.

As per the existing policy of the Government of India, OCBs cannot participate in this Offer.

For further details, see “Offer Procedure” on page 379. Each Bidder should seek independent legal advice about its
ability to participate in the Offer. In the event such prior approval of the Government of India is required, and such
approval has been obtained, the Bidder shall intimate our Company and the Registrar in writing about such approval
along with a copy thereof within the Bid/Offer Period.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or
sold within the United States, except pursuant to exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity
Shares are being offered and sold only outside the United States in offshore transactions in reliance on
Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and
sale occur. 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 Applications may not be made by persons
in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

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.

The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date
of this Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that
the Bids are not in violation of laws or regulations applicable to them.

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Page 403 of 475

SECTION VIII - DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION

OF

GAUDIUM IVF AND WOMEN HEALTH LIMITED

(Company Incorporated under Companies Act, 2013)

INTERPRETATION

1. In the Regulations unless the context otherwise require:

(a) “the Company” or “this Company” means GAUDIUM IVF AND WOMEN HEALTH LIMITED
(b) “the Act” means the “Companies Act, 2013 and every statutory modification or re-enactment thereof and
references to Sections of the Act shall be deemed to mean and include references to sections enacted in
modification or replacement thereof.
(c) “these Regulations” means these Articles of Associations as originally framed or as altered, from time to
time.
(d) “the office” means the Registered Office for the time being of the Company.
(e) “the Seal” means the common seal of the Company.
(f) Words imparting the singular shall include the plural and vice versa, words imparting the masculine gender
shall include the feminine gender and words imparting persons shall include bodies corporate and all other
persons recognized by law as such.
(g) “month” means a calendar month and “year” means financial year respectively.
(h) Expressions referring to writing shall be construed as including references to printing, lithography,
photography, and other modes of representing or reproducing words in a visible form.
(i) Unless the context otherwise requires, the words or expressions contained in these regulations shall bear the
same meaning as in the Act or any statutory modifications thereof, in force at the date at which these
regulations become binding on the Company.
(j) The Company is a “Public Company” within the meaning of Section 2(71) of the Companies Act, 2013 and
accordingly means a company which-

a) is not a private company;

b) has minimum paid up share capital as may be prescribed.

2. The Regulations contained in Table F in Schedule I to the Companies Act, 2013 shall apply to the Company and
the Regulations herein contained shall be the regulations for the management of the Company and for the
observance of its members and their representatives. They shall be binding on the Company and its members as if
they are the terms of an agreement between them.

(*Adopted vide special resolution passed by the shareholders in their extra-ordinary general meeting held on
December 11, 2024 and subject to approval by the Regulatory Authorities.)

CAPITAL AND INCREASE AND REDUCTION OF CAPITAL

3. SHARE CAPITAL

The Authorised Share Capital of the Company shall be such amount; divided into such class(es) denomination(s)
and number of shares in the Company as stated in Clause V of the Memorandum of Association of the Company;
with power to increase or reduce such Capital from time to time and power to divide the shares in the Capital for the
time being into other classes and to attach thereto respectively such preferential, convertible, deferred, qualified or
other special rights, privileges, conditions or restrictions and to vary, modify or abrogate the same in such manner as
may be determined by or in accordance with the regulations of the Company or the provisions of the Company or
the provisions of the law for the time being in force.

Page 404 of 475

 4. INCREASE OF CAPITAL BY THE COMPANY HOW CARRIED INTO EFFECT

The Company may in General Meeting from time to time by Ordinary Resolution increase its capital by creation of
new shares which may be unclassified and may be classified at the time of issue in one or more classes and such
amount or amounts as may be deemed expedient. The new shares shall be issued upon such terms and conditions
and with such rights and privileges annexed thereto as the resolution shall prescribe and in particular, such shares
may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company and
with a right of voting at General Meeting of the Company in conformity with Section 47 of the Companies Act,
2013. Whenever the capital of the Company has been increased under the provisions of this Article the Directors
shall comply with the provisions of Section 64 of the Companies Act, 2013.

5. NEW CAPITAL SAME AS EXISTING CAPITAL

Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation
of new shares shall be considered as part of the existing capital, and shall be subject to the provisions herein
contained, with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer and
transmission, voting and otherwise.
6. NON-VOTING SHARES

The Board shall have the power to issue a part of authorised capital by way of non-voting Shares at price(s) premium,
dividends, eligibility, volume, quantum, proportion and other terms and conditions as they deem fit, in the event it is
permitted by law to issue shares without voting rights attached to the subject however to provisions of law, rules,
regulations, notifications and enforceable guidelines for the time being in force.

7. REDEEMABLE PREFERENCE SHARES

The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not,
unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by
the creation or issue of further shares ranking pari-passu therewith.

8. VOTING RIGHTS OF PREFERENCE SHARES

The holder of Preference Shares shall have a right to vote only on Resolutions, which directly affect the rights
attached to his Preference Shares and in circumstances provided under Section 47(2).

9. PROVISIONS TO APPLY ON ISSUE OF REDEEMABLE PREFERENCE SHARES

On the issue of redeemable preference shares under the provisions of Article 7 hereof, the following provisions -
shall take effect:

(a) No such Shares shall be redeemed except out of profits of which would otherwise be available for dividend
or out of proceeds of a fresh issue of shares made for the purpose of the redemption.

(b) No such Shares shall be redeemed unless they are fully paid.

(c) The premium, if any payable on redemption shall have been provided for out of the profits of the Company
or out of the Company's security premium account, before the Shares are redeemed.

(d) Where any such Shares are redeemed otherwise then out of the proceeds of a fresh issue, there shall out of
profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called
"the Capital Redemption Reserve Account", a sum equal to the nominal amount of the Shares redeemed, and
the provisions of the Act relating to the reduction of the share capital of the Company shall, except as provided

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 in Section 55 of the Companies Act, 2013 apply as if the Capital Redemption Reserve Account were paid-up
share capital of the Company.

(e) Subject to the provisions of Section 55 of the Companies Act, 2013, the redemption of preference shares
hereunder may be affected in accordance with the terms and conditions of their issue and in the absence of
any specific terms and conditions in that behalf, in such manner as the Directors may think fit.

10. REDUCTION OF CAPITAL

The Company may (subject to the provisions of section 52, 55(1) & (2) of the Companies Act, 2013 and other
applicable provisions, if any, of the Act) from time to time by Special Resolution reduce

(a) the share capital;

(b) any capital redemption reserve account; or

(c) any security premium account.

In any manner for the time being, authorized by law and in particular capital may be paid off on the footing that it
may be called up again or otherwise. This Article is not to derogate from any power the Company would have, if it
were omitted.

11. PURCHASE OF OWN SHARES

The Company shall have power, subject to and in accordance with all applicable provisions of the Act, to purchase
any of its own fully paid Shares whether or not they are redeemable and may make a payment out of capital in respect
of such purchase.

12. SUB-DIVISION CONSOLIDATION AND CANCELLATION OF SHARES

Subject to the provisions of Section 61 of the Companies Act, 2013 and other applicable provisions of the Act, the
Company in General Meeting may, from time to time, sub-divide or consolidate its Shares, or any of them and the
resolution whereby any Share is sub-divided may determine that, as between the holders of the Shares resulting from
such sub-divisions, one or more of such Shares shall have some preference or special advantage as regards dividend,
capital or otherwise over or as compared with the other(s). Subject as aforesaid, the Company in General Meeting
may also cancel shares which have not been taken or agreed to be taken by any person and diminish the amount of
its share capital by the amount of the Shares so cancelled.

13. MODIFICATION OF RIGHTS

Whenever the capital, by reason of the issue of preference shares or otherwise, is divided into different classes of
Shares, all or any of the rights and privileges attached to each class may, subject to the provisions of Sections 48 of
the Companies Act, 2013 be modified, commuted, affected, abrogated, dealt with or varied with the consent in
writing of the holders of not less than three-fourth of the issued capital of that class or with the sanction of a Special
Resolution passed at a separate General Meeting of the holders of Shares of that class, and all the provisions hereafter
contained as to General Meeting shall mutatis mutandis apply to every such Meeting. This Article is not to derogate
from any power the Company would have if this Article was omitted.

The rights conferred upon the holders of the Shares (including preference shares, if any) of any class issued with
preferred or other rights or privileges shall, unless otherwise expressly provided by the terms of the issue of Shares
of that class, be deemed not to be modified, commuted, affected, dealt with or varied by the creation or issue of
further Shares ranking pari-passu therewith.

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 SHARES, CERTIFICATES AND DEMATERIALISATION

14. RESTRICTION ON ALLOTMENT AND RETURN OF ALLOTMENT

The Board of Directors shall observe the restrictions on allotment of Shares to the public contained in Section 39
of the Companies Act, 2013, and shall cause to be made the returns as to allotment provided for in Section 39 of
the Companies Act, 2013.

15. FURTHER ISSUE OF SHARES

(1) Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of
further shares, such shares shall be offered-

(a) to persons who, at the date of the offer, are holders of equity shares of the company in proportion, as nearly
as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject
to the following conditions, namely:

i. the offer shall be made by notice specifying the number of shares offered and limiting a time not being
less than fifteen days and not exceeding thirty days from the date of the offer within which the offer,
if not accepted, shall be deemed to have been declined;

ii. the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce
the shares offered to him or any of them in favour of any other person; and the notice referred to in
clause ‘i’ shall contain a statement of this right;

iii. after the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from
the person to whom such notice is given that he declines to accept the shares offered, the Board of
Directors may dispose of them in such manner which is not dis- advantageous to the shareholders and
the company;

(b) to employees under a scheme of employees’ stock option, subject to special resolution passed by company
and subject to such conditions as may be prescribed; or

(c) to any persons, if it is authorized by a special resolution, whether or not those persons include the persons
referred to in clause (a) or clause (b), either for cash or for a consideration other than cash, if the price of
such shares is determined by the valuation report of a registered valuer subject to such conditions as may
be prescribed.

(2) The notice referred to in sub-clause (a)(i) of Clause (1) shall be dispatched through registered post or speed
post or through electronic mode to all the existing shareholders at least three days before the opening of the
issue.

(3) Nothing aforesaid shall apply to the increase of the subscribed capital of a company caused by the exercise of
an option as a term attached to the debentures issued or loan raised by the company to convert such debentures
or loans into shares in the company:

Provided that the terms of issue of such debentures or loan containing such an option have been approved
before the issue of such debentures or the raising of loan by a special resolution passed by the company in
general meeting.

16. SHARES AT THE DISPOSAL OF THE DIRECTORS

Subject to the provisions of Section 62 of the Companies Act, 2013 and these Articles, the Shares in the capital of
the Company for the time being shall be under the control of the Directors who may issue, allot or otherwise dispose
of the same or any of them to such person, in such proportion and on such terms and conditions and either at a

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premium or at par or (subject to the compliance with the provision of Section 53 of the Companies Act, 2013) at a
discount and at such time as they may from time to time think fit and with sanction of the Company in the General
Meeting to give to any person or persons the option or right to call for any Shares either at par or premium during
such time and for such consideration as the Directors think fit, and may issue and allot Shares in the capital of the
Company on payment in full or part of any property sold and transferred or for any services rendered to the Company
in the conduct of its business and any Shares which may so be allotted may be issued as fully paid up Shares and if
so issued, shall be deemed to be fully paid Shares. Provided that option or right to call for Shares shall not be given
to any person or persons without the sanction of the Company in the General Meeting.

16A. POWER TO OFFER SHARES/OPTIONS TO ACQUIRE SHARES

(1) Without prejudice to the generality of the powers of the Board under Article 16 or in any other Article of these
Articles of Association, the Board or any Committee thereof duly constituted may, subject to the applicable
provisions of the Act, rules notified thereunder and any other applicable laws, rules and regulations, at any point
of time, offer existing or further Shares (consequent to increase of share capital) of the Company, or options to
acquire such Shares at any point of time, whether such options are granted by way of warrants or in any other
manner (subject to such consents and permissions as may be required) to its employees, including Directors
(whether whole-time or not), whether at par or at a premium, for cash or for consideration other than cash, or any
combination thereof as may be permitted by law for the time being in force.-sweat equity shares.

(2) In addition to the powers of the Board under Article 16A (1), the Board may also allot the Shares referred to in
Article 16A (1) to any trust, whose principal objects would inter alia include further transferring such Shares to
the Company’s employees [including by way of options, as referred to in Article 16A (1)] in accordance with the
directions of the Board or any Committee thereof duly constituted for this purpose. The Board may make such
provision of moneys for the purposes of such trust, as it deems fit.

(3) The Board, or any Committee thereof duly authorized for this purpose, may do all such acts, deeds, things, etc.
as may be necessary or expedient for the purposes of achieving the objectives set out in Articles 16A (1) and (2)
above.
17. APPLICATION OF PREMIUM RECEIVED ON SHARES

(1) Where the Company Issues Shares at a premium whether for cash or otherwise, a sum equal to the aggregate
amount or value of the premium on these Shares shall be transferred to an account, to be called "the securities
premium account" and the provisions of the Act relating to the reduction of the share capital of the Company
shall except as provided in this Article, apply as if the securities premium account were paid up share capital
of the Company.

(2) The securities premium account may, notwithstanding anything in clause (1) thereof be applied by the
Company:

(a) In paying up unissued Shares of the Company, to be issued to the Members of the Company as fully paid
bonus shares;

(b) In writing off the preliminary expenses of the Company;

(c) In writing off the expenses of or the commission paid or discount allowed or any issue of Shares or
debentures of the Company; or

(d) In providing for the premium payable on the redemption of any redeemable preference shares or of any
debentures of the Company;

(e) For the purchase of its own shares or other securities under Section 68 of the Companies Act, 2013.

18. POWER ALSO TO COMPANY IN GENERAL MEETING TO ISSUE SHARES

In addition to and without derogating from the powers for that purpose conferred on the Board under these Articles,

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the Company in General Meeting may, subject to the provisions of Section 62 of the Companies Act, 2013, determine
that any Shares (whether forming part of the original capital or of any increased capital of the Company) shall be
offered to such persons (whether Members or not) in such proportion and on such terms and conditions and either
(subject to compliance with the provisions of Sections 52 and 53 of the Companies Act, 2013) at a premium or at
par or at a discount as such General Meeting shall determine and with full power to give any person (whether a
Member or not) the option or right to call for or buy allotted Shares of any class of the Company either (subject to
compliance with the provisions of Sections 52 and 53 of the Companies Act, 2013) at a premium or at par or at a
discount, such option being exercisable at such times and for such consideration as may be directed by such General
Meeting or the Company in General Meeting may make any other provision whatsoever for the issue, allotment, or
disposal of any Shares.

18A. POWER OF GENERAL MEETING TO AUTHORIZE BOARD TO OFFER SHARES/OPTIONS TO

EMPLOYEES

(1) Without prejudice to the generality of the powers of the General Meeting under Article 18 or in any other Article
of these Articles of Association, the General Meeting may, subject to the applicable provisions of the Act, rules
notified thereunder and any other applicable laws, rules and regulations, determine, or give the right to the
Board or any Committee thereof to determine, that any existing or further Shares (consequent to increase of
share capital) of the Company, or options to acquire such Shares at any point of time, whether such options are
granted by way of warrants or in any other manner (subject to such consents and permissions as may be
required) be allotted/granted to its employees, including Directors (whether whole-time or not), whether at par,
at discount or a premium, for cash or for consideration other than cash, or any combination thereof as may be
permitted by law for the time being in force. The General Meeting may also approve any Scheme/Plan/ other
writing, as may be set out before it, for the aforesaid purpose.

(2) In addition to the powers contained in Article 18A (1), the General Meeting may authorize the Board or any
Committee thereof to exercise all such powers and do all such things as may be necessary or expedient to
achieve the objectives of any Scheme/Plan/other writing approved under the aforesaid Article.

19. SHARES AT A DISCOUNT

The Company shall not issue Shares at a discount except the issue of Sweat Equity Shares of a class already issued,
if the following conditions are fulfilled, namely:

(a) the issue is authorized by a special resolution passed by the company;

(b) the resolution specifies the number of shares, the current market price, consideration, if any, and the class or
classes of directors or employees to whom such equity shares are to be issued;

(c) not less than one year has, at the date of such issue, elapsed since the date on which the company had
commenced business; and

(d) where the equity shares of the company are listed on a recognized stock exchange, the sweat equity shares are
issued in accordance with the regulations made by the Securities and Exchange Board in this behalf and if they
are not so listed, the sweat equity shares are issued in accordance with the prescribed rules.

20. INSTALLMENTS OF SHARES TO BE DULY PAID

If by the conditions of any allotment of any Shares the whole or any part of the amount or issued price thereof shall,
be payable by installments, every such installment shall when due, be paid to the Company by the person who for
the time being and from time to time shall be the registered holder of the Shares or his legal representatives, and shall
for the purposes of these Articles be deemed to be payable on the date fixed for payment and in case of non-payment
the provisions of these Articles as to payment of interest and expenses forfeiture and like and all the other relevant
provisions of the Articles shall apply as if such installments were a call duly made notified as hereby provided.

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 21. THE BOARD MAY ISSUE SHARES AS FULLY PAID-UP

Subject to the provisions of the Act and these Articles, the Board may allot and issue Shares in the Capital of the
Company as payment for any property purchased or acquired or for services rendered to the Company in the conduct
of its business or in satisfaction of any other lawful consideration. Shares which may be so issued may be issued as
fully paid-up or partly paid up Shares.

22. ACCEPTANCE OF SHARES

Any application signed by or on behalf of an applicant for Share(s) in the Company, followed by an allotment of any
Share therein, shall be an acceptance of Share(s) within the meaning of these Articles, and every person who thus or
otherwise accepts any Shares and whose name is therefore placed on the Register of Members shall for the purpose
of this Article, be a Member.

23. DEPOSIT AND CALL ETC., TO BE DEBT PAYABLE

The money, if any which the Board of Directors shall on the allotment of any Shares being made by them, require or
direct to be paid by way of deposit, call or otherwise, in respect of any Shares allotted by them shall immediately on
the inscription of the name of the allottee in the Register of Members as the holder of such Shares, become a debt
due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly.

24. LIABILITY OF MEMBERS

Every Member, or his heirs, executors or administrators to the extent of his assets which come to their hands, shall
be liable to pay to the Company the portion of the capital represented by his Share which may, for the time being,
remain unpaid thereon in such amounts at such time or times and in such manner as the Board of Directors shall,
from time to time, in accordance with the Company's requirements require or fix for the payment thereof.

25. (A) DEMATERIALIZATION OF SECURITIES

Definitions:

Beneficial Owner “Beneficial Owner” means a person whose name is recorded as such with a Depository.

SEBI “SEBI” means the Securities and Exchange Board of India.

Bye-Laws “Bye-Laws” mean bye-laws made by a depository under Section 26 of the Depositories Act, 1996;

Depositories Act “Depositories Act” means the Depositories Act, 1996 including any statutory modifications or re-
enactment thereof for the time being in force;

Depository “Depository” means a company formed and registered under the Companies Act, 1956 or other in
enactment and which has been granted a certificate of registration under sub-section (1A) of Section 12 of the
Securities and Exchange Board of India Act, 1992;

Record “Record” includes the records maintained in the form of books or stored in a computer or in such other form
as may be determined by the regulations made by SEBI;

Regulations “Regulations” mean the regulations made by SEBI;

Security “Security” means such security as may be specified by SEBI.

25.(B) DEMATERIALIZATION OF SECURITIES

Either on the Company or on the investor exercising an option to hold his securities with a depository in a
dematerialized form, the Company shall enter into an agreement with the depository to enable the investor to

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dematerialize the Securities, in which event the rights and obligations of the parties concerned shall be governed by
the Depositories Act.

25.(C) OPTIONS TO RECEIVE SECURITY CERTIFICATES OR HOLD SECURITIES WITH

DEPOSITORY

Every person subscribing to securities offered by the Company shall have the option to receive the Security
certificates or hold securities with a depository.

Where a person opts to hold a Security with a depository, the Company shall intimate such depository the details of
allotment of the Security, and on receipt of such information the depository shall enter in its record the name of the
allotted as the Beneficial Owner of that Security.

25.(D) SECURITIES IN DEPOSITORIES TO BE IN FUNGIBLE FORM

All Securities held by a Depository shall be dematerialized and shall be in a fungible form;

25.(E). RIGHTS OF DEPOSITORIES AND BENEFICIAL OWNERS

(1) Notwithstanding anything to the contrary contained in the Articles, a Depository shall be deemed to be a
registered owner for the purposes of effecting transfer of ownership of Security on behalf of the Beneficial
Owner;

(2) Save as otherwise provided in (1) above, the Depository as a registered owner shall not have any voting rights
or any other rights in respect of Securities held by it;

(3) Every person holding equity share capital of the Company and whose name is entered as Beneficial Owner in
the Records of the Depository shall be deemed to be a Member of the Company. The Beneficial Owner shall
be entitled to all the rights and benefits and be subjected to all the liabilities in respect of the Securities held
by a Depository.

25.(F) DEPOSITORY TO FURNISH INFORMATION

Every Depository shall furnish to the Company information about the transfer of Securities in the name of the
Beneficial Owner at such intervals and in such manner as may be specified by the bye-laws and the Company in that
behalf.

25.(G) SERVICE OF DOCUMENTS

Notwithstanding anything in the Act or these Articles to the contrary, where securities are held in a depository, the
records of the beneficial ownership may be served by such depository on the Company by means of electronic mode
or by delivery of floppies or discs.

25.(H) OPTION TO OPT OUT IN RESPECT OF ANY SECURITY

If a Beneficial Owner seeks to opt out of a Depository in respect of any Security, the Beneficial Owner shall inform
the Depository accordingly. The Depository shall on receipt of information as above make appropriate entries in its
Records and shall inform the Company. The Company shall, within thirty (30) days of the receipt of intimation from
the depository and on fulfilment of such conditions and on payment of such fees as may be specified by the
regulations, issue the certificate of securities to the Beneficial Owner or the transferee as the case may be.

25.(I) SECTIONS 45 AND 56 OF THE COMPANIES ACT, 2013 NOT TO APPLY

Notwithstanding anything to the contrary contained in the Articles:

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(1) Section 45 of the Companies Act, 2013 shall not apply to the Shares held with a Depository;

(2) Section 56 of the Companies Act, 2013 shall not apply to transfer of Security affected by the transferor and the
transferee both of whom are entered as Beneficial Owners in the Records of a Depository.

26. SHARE CERTIFICATE

(a) Every Member or allottee of Shares is entitled, without payment, to receive one certificate for all the Shares of
the same class registered in his name.

(b) Any two or more joint allottees or holders of Shares shall, for the purpose of this Article, be treated as a single
Member and the certificate of any Share which may be the subject of joint ownership may be delivered to any
one of such joint owners, on behalf of all of them.

26A. LIMITATION OF TIME FOR ISSUE OF CERTIFICATES

Every Member shall be entitled, without payment to one or more certificates in marketable lots, for all the shares of
each class or denomination registered in his name, or if the directors so approve (upon paying such fee as the
Directors so time determine) to several certificates, each for one or more of such shares and the Company shall
complete and have ready for delivery such certificates within 60 days from the date of allotment, unless the conditions
of issue thereof otherwise provide, or within 30 days of the receipt of application of registration of transfer,
transmission, sub-division, consolidation or renewal of any of its Shares as the case may be. Every certificate of
Shares shall be under the seal of the company and shall specify the number and distinctive numbers of Shares in
respect of which it is issued and amount paid-up thereon and shall be in such form as the directors may prescribe and
approve, provided that in respect of a Share or Shares held jointly by several persons, the Company shall not be
bound to issue more than one certificate and delivery of a certificate of Shares to one or several joint holders shall
be a sufficient delivery to all such holder.

27. RENEWAL OF SHARE CERTIFICATES

No certificate of any Share or Shares shall be issued either in exchange for those, which are sub-divided or
consolidated or in replacement of those which are defaced, torn or old, decrepit, worn out, or where the pages on the
reverse for recording transfer have been duly utilised unless the certificate in lieu of which it is issued is surrendered
to the Company.

PROVIDED THAT no fee shall be charged for issue of new certificate in replacement of those which are old, decrepit
or worn out or where the pages on the reverse for recording transfer have been fully utilized.

28. ISSUE OF NEW CERTIFICATE IN PLACE OF ONE DEFACED, LOST OR DESTROYED

If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof for
endorsement of transfer, then upon production and surrender thereof to the Company, a new Certificate may be
issued in lieu thereof, and if any certificate lost or destroyed then upon proof thereof to the satisfaction of the
Company and on execution of such indemnity as the company deem adequate, being given, a new certificate in lieu
thereof shall be given to the party entitled to such lost or destroyed Certificate. Every certificate under the article
shall be issued without payment of fees if the Directors so decide, or on payment of such fees (not exceeding Rs.50/-
for each certificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue of new Certificates
in replacement of those which are old, defaced or worn out or where there is no further space on the back thereof for
endorsement of transfer.

Provided that notwithstanding what is stated above the Directors shall comply with such rules or regulations or
requirements of any Stock Exchange or the rules made under the Act or rules made under Securities Contracts
(Regulation) Act, 1956 or any other Act, or rules applicable thereof in this behalf.

The provision of this Article shall mutatis mutandis apply to Debentures of the Company.

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 29. THE FIRST NAME JOINT HOLDER DEEMED SOLE HOLDER

If any Share(s) stands in the name of two or more persons, the person first named in the Register of Members shall,
as regards receipt of dividends or bonus or service of notice and all or any other matters connected with Company
except voting at Meetings and the transfer of the Shares be deemed the sole holder thereof but the joint holders of a
Share shall severally as well as jointly be liable for the payment of all incidents thereof according to the Company's
Articles.

30. ISSUE OF SHARES WITHOUT VOTING RIGHTS

In the event it is permitted by law to issue shares without voting rights attached to them, the Directors may issue
such share upon such terms and conditions and with such rights and privileges annexed thereto as thought fit and as
may be permitted by law.

31. BUY-BACK OF SHARES AND SECURITIES

Notwithstanding anything contained in these articles, in the event it is permitted by law for a company to purchase
its own shares or securities, the Board of Directors may, when and if thought fit, buy back, such of the Company’s
own shares or securities as it may think necessary, subject to such limits, upon such terms and conditions, and subject
to such approvals, provision of section 67 and SEBI (Buy Back of Shares) Regulations as may be permitted by law.

32. EMPLOYEES STOCK OPTIONS SCHEME/PLAN

The Directors shall have the power to offer , issue and allot Equity Shares in or Debentures (Whether fully/ partly
convertible or not into Equity Shares) of the Company with or without Equity Warrants to such of the Officers,
Employees, Workers of the Company or of its Subsidiary and / or Associate Companies or Managing and Whole
Time Directors of the Company (hereinafter in this Article collectively referred to as “the Employees”) as may be
selected by them or by the trustees of such trust as may be set up for the benefit of the Employees in accordance with
the terms and conditions of the Scheme, trust, plan or proposal that may be formulated , created, instituted or set up
by the Board of Directors or the Committee thereof in that behalf on such terms and conditions as the Board may in
its discretion deem fit.

33. SWEAT EQUITY

Subject to the provisions of the Act (including any statutory modification or re-enactment thereof, for the time being
in force), shares of the Company may be issued at a discount or for consideration other than cash to Directors or
employees who provide know-how to the Company or create an intellectual property right or other value addition.

34. POSTAL BALLOT

The Company may pass such resolution by postal ballot in the manner prescribed by Section 110 of the Companies
Act, 2013 and such other applicable provisions of the Act and any future amendments or re-enactment thereof and
as may be required by any other law including Listing Regulations as amended from time to time. Notwithstanding
anything contained in the provisions of the Act, the Company shall in the case of a resolution relating to such
business, as the Central Government may, by notification, declare to be conducted only by postal ballot, get such
resolution passed by means of postal ballot instead of transacting such business in a general meeting of the Company.

35. COMPANY NOT BOUND TO RECOGNIZE ANY INTEREST IN SHARES OTHER THAN OF
REGISTERED HOLDER

Except as ordered by a Court of competent jurisdiction or as by law required, the Company shall not be bound to
recognize, even when having notice thereof any equitable, contingent, future or partial interest in any Share, or
(except only as is by these Articles otherwise expressly provided) any right in respect of a Share other than an
absolute right thereto, in accordance with these Articles, in the person from time to time registered as holder thereof
but the Board shall be at liberty at their sole discretion to register any Share in the joint names of any two or more
persons (but not exceeding 4 persons) or the survivor or survivors of them.

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 36. TRUST RECOGNIZED

(a) Except as ordered, by a Court of competent jurisdiction or as by law required, the Company shall not be bound
to recognize, even when having notice thereof, any equitable, contingent, future or partial interest in any Share,
or (except only as is by these Articles otherwise expressly provided) any right in respect of a Share other than
an absolute right thereto, in accordance with these Articles, in the person from time to time registered as holder
thereof but the Board shall be at liberty at their sole discretion to register any Share in the joint names of any
two or more persons (but not exceeding 4 persons) or the survivor or survivors of them.

(b) Shares may be registered in the name of an incorporated Company or other body corporate but not in the name
of a minor or of a person of unsound mind (except in case where they are fully paid) or in the name of any firm
or partnership.

37. DECLARATION BY PERSON NOT HOLDING BENEFICIAL INTEREST IN ANY SHARES

(1) Notwithstanding anything herein contained a person whose name is at any time entered in Register of Member
of the Company as the holder of a Share in the Company, but who does not hold the beneficial interest in such
Shares, shall, if so required by the Act within such time and in such forms as may be prescribed, make
declaration to the Company specifying the name and other particulars of the person or persons who hold the
beneficial interest in such Share in the manner provided in the Act.

(2) A person who holds a beneficial interest in a Share or a class of Shares of the Company, shall if so required by
the Act, within the time prescribed, after his becoming such beneficial owner, make a declaration to the
Company specifying the nature of his interest, particulars of the person in whose name the Shares stand in the
Register of Members of the Company and such other particulars as may be prescribed as provided in the Act.

(3) Whenever there is a change in the beneficial interest in a Share referred to above, the beneficial owner shall,
of so required by the Act, within the time prescribed, from the date of such change, make a declaration to the
Company in such form and containing such particulars as may be prescribed in the Act.

(4) Notwithstanding anything contained in the Act and Articles 35 and 36 hereof, where any declaration referred
to above is made to the Company, the Company shall, if so required by the Act, make a note of such declaration
in the Register of Members and file within the time prescribed from the date of receipt of the declaration a
return in the prescribed form with the Registrar with regard to such declaration.

38. FUNDS OF COMPANY NOT TO BE APPLIED IN PURCHASE OF SHARES OF THE COMPANY

No funds of the Company shall except as provided by Section 67 of the Companies Act, 2013 be employed in the
purchase of its own Shares, unless the consequent reduction of capital is effected and sanction in pursuance of
Sections 52, 55 (to the extent applicable) of Companies Act, 2013 and these Articles or in giving either directly or
indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance
for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any
Share in the Company in its holding Company.

39. COMMISSION MAY BE PAID

Subject to the provisions of Section 40 of the Companies Act, 2013, the Company may at any time pay commission
to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for
any Shares in or debentures of the Company.

40. BROKERAGE

The Company may on any issue of Shares or Debentures or on deposits pay such brokerage as may be reasonable
and lawful.

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 41. COMMISSION TO BE INCLUDED IN THE ANNUAL RETURN

Where the Company has paid any sum by way of commission in respect of any Shares or Debentures or allowed any
sums by way of discount in respect to any Shares or Debentures, such statement thereof shall be made in the annual
return as required by Section 92 to the Companies Act, 2013.

DEBENTURES

42. DEBENTURES WITH VOTING RIGHTS NOT TO BE ISSUED

(a) The Company shall not issue any debentures carrying voting rights at any Meeting of the Company whether
generally or in respect of particular classes of business.

(b) Payments of certain debts out of assets subject to floating charge in priority to claims under the charge may be
made in accordance with the provisions of Section 327 of the Companies Act, 2013.

(c) Certain charges (which expression includes mortgage) mentioned in Section 77 of the Companies Act, 2013
shall be void against the Liquidator or creditor unless registered as provided in Section 77 of the Companies
Act, 2013.

(d) A contract with the Company to take up and pay debentures of the Company may be enforced by a decree for
specific performance.

(e) Unless the conditions of issue thereof otherwise provide, the Company shall (subject to the provisions of
Section 56 of the Companies Act, 2013) within six months after the allotment of its debentures or debenture-
stock and within one month after the application for the registration of the transfer of any such debentures or
debentures-stock have completed and ready for delivery the certificate of all debenture- stock allotted or
transferred.

(f) The Company shall comply with the provisions of Section 71 of the Companies Act, 2013 as regards supply of
copies of Debenture Trust Deed and inspection thereof.

(g) The Company shall comply with the provisions of Section 2(16), 77 to 87 (inclusive) of the Companies Act,
2013 as regards registration of charges.

CALLS

43. DIRECTORS MAY MAKE CALLS

(a) Subject to the provisions of Section 49 of the Companies Act, 2013 the Board of Directors may from time to
time by a resolution passed at a meeting of a Board (and not by a circular resolution) make such calls as it thinks
fit upon the Members in respect of all moneys unpaid on the Shares or by way of premium, held by them
respectively and not by conditions of allotment thereof made payable at fixed time and each Member shall pay
the amount of every call so made on him to person or persons and at the times and places appointed by the
Board of Directors. A call may be made payable by installments. A call may be postponed or revoked as the
Board may determine. No call shall be made payable within less than one month from the date fixed for the
payment of the last preceding call.

(b) The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

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 44. NOTICE OF CALL WHEN TO BE GIVEN

Not less than fourteen days’ notice in writing of any call shall be given by the Company specifying the time and
place of payment and the person or persons to whom such call amount shall be paid.

45. CALL DEEMED TO HAVE BEEN MADE

A call shall be deemed to have been made at the time when the resolution authorizing such call was passed at a
meeting of the Board of Directors and may be made payable by the Members of such date or at the discretion of the
Directors on such subsequent date as shall be fixed by the Board of Directors.

46. DIRECTORS MAY EXTEND TIME

The Directors may, from time to time, at their discretion, extend the time fixed for the payment of any call, and may
extend such time as to all or any of the members who from residence at a distance or other cause, the Directors may
deem fairly entitled to such extension, but no member shall be entitled to such extension, save as a matter of grace
and favour.

47. AMOUNT PAYABLE AT FIXED TIME OR BY INSTALLMENTS TO BE TREATED AS CALLS

If by the terms of issue of any Share or otherwise any amount is made payable at any fixed time or by installments
at fixed time (whether on account of the amount of the Share or by way of premium) every such amount or installment
shall be payable as if it were a call duly made by the Directors and of which due notice has been given and all the
provisions herein contained in respect of calls shall apply to such amount or installment accordingly.

48. WHEN INTEREST ON CALL OR INSTALLMENT PAYABLE

If the sum payable in respect of any call or installment is not paid on or before the day appointed for the payment
thereof, the holder for the time being or allottee of the Share in respect of which the call shall have been made or the
installment shall be due, shall pay interest on the same at such rate not exceeding ten percent per annum as Directors
shall fix from the day appointed for the payment thereof up to the time of actual payment but the Directors may
waive payment of such interest wholly or in part.

49. EVIDENCE IN ACTION BY COMPANY AGAINST SHARE HOLDER

On the trial of hearing of any action or suit brought by the Company against any Member or his Legal Representatives
for the recovery of any money claimed to be due to the Company in respect of his Shares, it shall be sufficient to
prove that the name of the Member in respect of whose Shares the money is sought to be recovered is entered on the
Register of Members as the holder or as one of the holders at or subsequent to the date at which the money sought
to be recovered is alleged to have become due on the Shares in respect of which the money is sought to be recovered,
that the resolution making the call is duly recorded in the minute book and the notice of such call was duly given to
the Member or his legal representatives sued in pursuance of these Articles and it shall not be necessary to prove the
appointment of Directors who made such call, nor that a quorum of Directors was present at the Board meeting at
which any call was made nor that the meeting at which any call was made was duly convened or constituted nor any
other matter whatsoever but the proof of the matters aforesaid shall be conclusive evidence of the debt.

50. PAYMENT IN ANTICIPATION OF CALLS MAY CARRY INTEREST

The Directors may, if they think fit, subject to the provisions of Section 50 of the Companies Act, 2013, agree to and
receive from any Member willing to advance the same whole or any part of the moneys due upon the shares held by
him beyond the sums actually called for, and upon the amount so paid or satisfied in advance, or so much thereof as
from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has
been made, the Company may pay interest at such rate, as the member paying such sum in advance and the Directors
agree upon provided that money paid in advance of calls shall not confer a right to participate in profits or dividend.
The Directors may at any time repay the amount so advanced.

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The Members shall not be entitled to any voting rights in respect of the moneys so paid by him until the same would
but for such payment, become presently payable.

The provisions of these Articles shall mutatis mutandis apply to the calls on Debentures of the Company.

LIEN

51. PARTIAL PAYMENT NOT TO PRECLUDE FORFEITURE

Neither the receipt by the Company of a portion of any money which shall, from time to time be due from any
Member to the Company in respect of his Shares, either by way of principal or interest, or any indulgence granted
by the Company in respect of the payment of such money, shall preclude the Company from thereafter proceeding
to enforce a forfeiture of such Shares as hereinafter provided.

52. COMPANY’S LIEN ON SHARES/ DEBENTURES

The Company shall have first and paramount lien upon all Shares/Debentures (other than fully paid up Shares/
Debentures) registered in the name of each Member (whether solely or jointly with others) and upon the proceeds of
sale thereof, for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such
Shares/ Debentures and no equitable interest in any Share shall be created except upon the footing and condition that
this Article will have full effect and such lien shall extend to all dividends and bonuses from time to time declared
in respect of such Shares/Debentures; Unless otherwise agreed the registration of a transfer of Shares/ Debentures
shall operate as a waiver of the Company’s lien if any, on such Shares/Debentures. The Directors may at any time
declare any Shares/ Debentures wholly or in part exempt from the provisions of this Article.

53. AS TO ENFORCING LIEN BY SALE

The Company may sell, in such manner as the Board thinks fit, any Shares on which the Company has lien for the
purpose of enforcing the same.

PROVIDED THAT no sale shall be made:

(a) Unless a sum in respect of which the lien exists is presently payable; or
(b) Until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of
the amount in respect of which the lien exists as is /presently payable has been given to the registered holder
for the time being of the Share or the person entitled thereto by reason of his death or insolvency.

For the purpose of such sale the Board may cause to be issued a duplicate certificate in respect of such Shares and
may authorize one of their members to execute a transfer there from on behalf of and in the name of such Members.

The purchaser shall not be bound to see the application of the purchase money, nor shall his title to the Shares be
affected by any irregularity, or invalidity in the proceedings in reference to the sale.

54. APPLICATION OF PROCEEDS OF SALE

(a) The net proceeds of any such sale shall be received by the Company and applied in or towards satisfaction of
such part of the amount in respect of which the lien exists as is presently payable, and

(b) The residue if any, after adjusting costs and expenses if any incurred shall be paid to the person entitled to the
Shares at the date of the sale (subject to a like lien for sums not presently payable as existed on the Shares
before the sale).

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 FORFEITURE OF SHARES

55. IF MONEY PAYABLE ON SHARES NOT PAID NOTICE TO BE GIVEN

If any Member fails to pay the whole or any part of any call or any installments of a call on or before the day
appointed for the payment of the same or any such extension thereof, the Board of Directors may, at any time
thereafter, during such time as the call for installment remains unpaid, give notice to him requiring him to pay the
same together with any interest that may have accrued and all expenses that may have been incurred by the Company
by reason of such non-payment.

56. SUM PAYABLE ON ALLOTMENT TO BE DEEMED A CALL

For the purposes of the provisions of these Articles relating to forfeiture of Shares, the sum payable upon allotment
in respect of a share shall be deemed to be a call payable upon such Share on the day of allotment.

57. FORM OF NOTICE

The notice shall name a day, (not being less than fourteen days form the day of the notice) and a place or places on
and at which such call in installment and such interest thereon at such rate not exceeding eighteen percent per annum
as the Directors may determine and expenses as aforesaid are to be paid. The notice shall also state that in the event
of the non-payment at or before the time and at the place appointed, Shares in respect of which the call was made or
installment is payable will be liable to be forfeited.

58. IN DEFAULT OF PAYMENT SHARES TO BE FORFEITED

If the requirements of any such notice as aforesaid are not complied with, any Share or Shares in respect of which
such notice has been given may at any time thereafter before payment of all calls or installments, interests and
expenses due in respect thereof, be forfeited by a resolution of the Board of Directors to that effect. Such forfeiture
shall include all dividends declared or any other moneys payable in respect of the forfeited Shares and not actually
paid before the forfeiture.

59. NOTICE OF FORFEITURE TO A MEMBER

When any Share shall have been so forfeited, notice of the forfeiture shall be given to the Member in whose name it
stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made
in the Register of Members, but no forfeiture shall be in any manner invalidated by any omission or neglect to give
such notice or to make any such entry as aforesaid.

60. FORFEITED SHARES TO BE THE PROPERTY OF THE COMPANY AND MAY BE SOLD ETC.

Any Share so forfeited, shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise
disposed of, either to the original holder or to any other person, upon such terms and in such manner as the Board of
Directors shall think fit.

61. MEMBER STILL LIABLE FOR MONEY OWNING AT THE TIME OF FORFEITURE AND
INTEREST

Any Member whose Shares have been forfeited shall notwithstanding the forfeiture, be liable to pay and shall
forthwith pay to the Company on demand all calls, installments, interest and expenses owing upon or in respect of
such Shares at the time of the forfeiture together with interest thereon from the time of the forfeiture until payment,
at such rate not exceeding eighteen percent per annum as the Board of Directors may determine and the Board of
Directors may enforce the payment of such moneys or any part thereof, if it thinks fit, but shall not be under any
obligation to do so.

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 62. EFFECTS OF FORFEITURE

The forfeiture of a Share shall involve the extinction at the time of the forfeiture, of all interest in and all claims and
demand against the Company in respect of the Share and all other rights incidental to the Share, except only such of
those rights as by these Articles are expressly saved.

63. POWER TO ANNUAL FORFEITURE

The Board of Directors may at any time before any Share so forfeited shall have been sold, re-allotted or otherwise
disposed of, annul the forfeiture thereof upon such conditions as it thinks fit.

64. DECLARATION OF FORFEITURE

(a) A duly verified declaration in writing that the declarant is a Director, the Managing Director or the Manager or
the Secretary of the Company, and that Share in the Company has been duly forfeited in accordance with these
Articles, on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against
all persons claiming to be entitled to the Share.

(b) The Company may receive the consideration, if any, given for the Share on any sale, re-allotment or other
disposal thereof and may execute a transfer of the Share in favour of the person to whom the Share is sold or
disposed of.

(c) The person to whom such Share is sold, re-allotted or disposed of shall thereupon be registered as the holder of
the Share.

(d) Any such purchaser or allotee shall not (unless by express agreement) be liable to pay calls, amounts,
installments, interests and expenses owing to the Company prior to such purchase or allotment nor shall be
entitled (unless by express agreement) to any of the dividends, interests or bonuses accrued or which might
have accrued upon the Share before the time of completing such purchase or before such allotment.

(e) Such purchaser or allottee shall not be bound to see to the application of the purchase money, if any, nor shall
his title to the Share be effected by the irregularity or invalidity in the proceedings in reference to the forfeiture,
sale, re-allotment or other disposal of the Shares.

65. PROVISIONS OF THESE ARTICLES AS TO FORFEITURE TO APPLY IN CASE OF NON-

PAYMENT OF ANY SUM

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the
terms of issue of a Share becomes payable at a fixed time, whether on account of the nominal value of Share or by
way of premium, as if the same had been payable by virtue of a call duly made and notified.

66. CANCELLATION OF SHARES CERTIFICATES IN RESPECT OF FORFEITED SHARES

Upon sale, re-allotment or other disposal under the provisions of these Articles, the certificate or certificates
originally issued in respect of the said Shares shall (unless the same shall on demand by the Company have been
previously surrendered to it by the defaulting Member) stand cancelled and become null and void and of no effect
and the Directors shall be entitled to issue a new certificate or certificates in respect of the said Shares to the person
or persons entitled thereto.

67. EVIDENCE OF FORFEITURE

The declaration as mentioned in Article 64(a) of these Articles shall be conclusive evidence of the facts therein stated
as against all persons claiming to be entitled to the Share.

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 68. VALIDITY OF SALE

Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore given, the
Board may appoint some person to execute an instrument of transfer of the Shares sold and cause the purchaser's
name to be entered in the Register of Members in respect of the Shares sold, and the purchasers shall not be bound
to see to the regularity of the proceedings or to the application of the purchase money, and after his name has been
entered in the Register of Members in respect of such Shares, the validity of the sale shall not be impeached by any
person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company
exclusively.

69. SURRENDER OF SHARES

The Directors may subject to the provisions of the Act, accept surrender of any share from any Member desirous of
surrendering on such terms and conditions as they think fit.

TRANSFER AND TRANSMISSION OF SHARES

70. NO TRANSFERS TO MINORS ETC.

No Share which is partly paid-up or on which any sum of money is due shall in any circumstances be transferred to
any minor, insolvent or person of unsound mind.

71. INSTRUMENT OF TRANSFER

The instrument of transfer shall be in writing and all provisions of Section 56 of the Companies Act, 2013 and
statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and
registration thereof.

72. APPLICATION FOR TRANSFER

(a) An application for registration of a transfer of the Shares in the Company may be made either by the transferor
or the transferee.

(b) Where the application is made by the transferor and relates to partly paid Shares, the transfer shall not be
registered unless the Company gives notice of the application to the transferee and the transferee makes no
objection to the transfer within two weeks from the receipt of the notice.

(c) For the purposes of clause (b) above notice to the transferee shall be deemed to have been duly given if it is
dispatched by prepaid registered post to the transferee at the address, given in the instrument of transfer and
shall be deemed to have been duly delivered at the time at which it would have been delivered in the ordinary
course of post.

73. EXECUTION OF TRANSFER

The instrument of transfer of any Share shall be duly stamped and executed by or on behalf of both the transferor
and the transferee and shall be witnessed. The transferor shall be deemed to remain the holder of such Share until
the name of the transferee shall have been entered in the Register of Members in respect thereof. The requirements
of provisions of Section 56 of the Companies Act, 2013 and any statutory modification thereof for the time being
shall be duly complied with.

74. TRANSFER BY LEGAL REPRESENTATIVES

A transfer of Share in the Company of a deceased Member thereof made by his legal representative shall, although
the legal representative is not himself a Member be as valid as if he had been a Member at the time of the execution

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of the instrument of transfer.

75. REGISTER OF MEMBERS ETC. WHEN CLOSED

The Board of Directors shall have power on giving not less than seven days pervious notice by advertisement in
some newspaper circulating in the district in which the registered office of the Company is situated to close the
Register of Members and/or the Register of debentures holders , in accordance with Section 91 of the Companies
Act, 2013 and rules made thereunder, at such time or times and for such period or periods, not exceeding thirty days
at a time and not exceeding in the aggregate forty five days in each year as it may seem expedient to the Board.

76. DIRECTORS MAY REFUSE TO REGISTER TRANSFER

Subject to the provisions of Section 58 & 59 of the Companies Act, 2013, these Articles and other applicable
provisions of the Act or any other law for the time being in force, the Board may refuse whether in pursuance of any
power of the company under these Articles or otherwise to register the transfer of, or the transmission by operation
of law of the right to, any Shares or interest of a Member in or Debentures of the Company. The Company shall
within one month from the date on which the instrument of transfer, or the intimation of such transmission, as the
case may be, was delivered to Company, send notice of the refusal to the transferee and the transferor or to the person
giving intimation of such transmission, as the case may be, giving reasons for such refusal. Provided that the
registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any
other person or persons indebted to the Company on any account whatsoever except where the Company has a lien
on Shares.

77. DEATH OF ONE OR MORE JOINT HOLDERS OF SHARES

In case of the death of any one or more of the persons named in the Register of Members as the joint holders of any
Share, the survivor or survivors shall be the only persons recognized by the Company as having any title or interest
in such Share, but nothing herein contained shall be taken to release the estate of a deceased joint holder from any
liability on Shares held by him with any other person.

78. TITLES OF SHARES OF DECEASED MEMBER

The Executors or Administrators of a deceased Member or holders of a Succession Certificate or the Legal
Representatives in respect of the Shares of a deceased Member (not being one of two or more joint holders) shall be
the only persons recognized by the Company as having any title to the Shares registered in the name of such
Members, and the Company shall not be bound to recognize such Executors or Administrators or holders of
Succession Certificate or the Legal Representative unless such Executors or Administrators or Legal Representative
shall have first obtained Probate or Letters of Administration or Succession Certificate as the case may be from a
duly constituted Court in the Union of India provided that in any case where the Board of Directors in its absolute
discretion thinks it, the Board upon such terms as to indemnity or otherwise as the Directors may deem proper
dispense with production of Probate or Letters of Administration or Succession Certificate and register Shares
standing in the name of a deceased Member, as a Member. However, provisions of this Article are subject to Sections
72 and 56 of the Companies Act, 2013.

79. NOTICE OF APPLICATION WHEN TO BE GIVEN

Where, in case of partly paid Shares, an application for registration is made by the transferor, the Company shall
give notice of the application to the transferee in accordance with the provisions of Section 56 of the Companies Act,
2013.

80. REGISTRATION OF PERSONS ENTITLED TO SHARES OTHERWISE THAN BY TRANSFER

(TRANSMISSION CLAUSE)

Subject to the provisions of the Act and Article 77 hereto, any person becoming entitled to Share in consequence of
the death, lunacy, bankruptcy or insolvency of any Member or by any lawful means other than by a transfer in
accordance with these Articles may, with the consent of the Board (which it shall not be under any obligation to

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give), upon producing such evidence that he sustains the character in respect of which he proposes to act under this
Article or of such title as the Board thinks sufficient, either be registered himself as the holder of the Share or elect
to have some person nominated by him and approved by the Board registered as such holder; provided nevertheless,
that if such person shall elect to have his nominee registered as a holder, he shall execute an instrument of transfer
in accordance with the provisions herein contained, and until he does so, he shall not be freed from any liability in
respect of the Shares. This clause is hereinafter referred to as the “Transmission Clause”.

81. REFUSAL TO REGISTER NOMINEE

Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse to register a
person entitled by transmission to any Share of his nominee as if he were the transferee named in an ordinary transfer
presented for registration.

82. PERSON ENTITLED MAY RECEIVE DIVIDEND WITHOUT BEING REGISTERED AS A

MEMBER

A person entitled to a Share by transmission shall subject to the right of the Directors to retain dividends or money
as is herein provided, be entitled to receive and may give a discharge for any dividends or other moneys payable in
respect of the Share.

83. NO FEE ON TRANSFER OR TRANSMISSIONS

No fee shall be charged for registration of transfer, transmission, Probate, Succession Certificate & Letters of
Administration, Certificate of Death or Marriage, Power of Attorney or other similar document.

84. TRANSFER TO BE PRESENTED WITH EVIDENCE OF TITLE

Every instrument of transfer shall be presented to the Company duly stamped for registration accompanied by such
evidence as the Board may require to prove the title of the transferor, his right to transfer the Shares and generally
under and subject to such conditions and regulations as the Board may, from time to time prescribe, and every
registered instrument of transfer shall remain in the custody of the Company until destroyed by order of the Board.

85. COMPANY NOT LIABLE FOR DISREGARD OF A NOTICE PROHIBITING REGISTRATION OF

TRANSFER

The Company shall incur no liability or responsibility whatsoever in consequence of its registering or giving effect
to any transfer of Shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing
in the Register of Members) to the prejudice of persons having or claiming any equitable right, title or interest to or
in the said Shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or
notice prohibiting registration of such transfer, and may have entered such notice, or referred thereto, in any book of
the Company, and the Company shall not be bound to be required to regard or attend to give effect to any notice
which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or
neglecting to do so, though it may have been entered or referred to in some book of the Company, but the Company
shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto if the Board shall so
think fit.

CONVERSION OF SHARES INTO STOCK AND RECONVERSION

86. SHARE MAY BE CONVERTED INTO STOCK

The Company may, by Ordinary Resolution convert any fully paid up Share into stock, and reconvert any stock into
fully paid-up Shares.

87. TRANSFER OF STOCK

The several holders of such stock may transfer their respective interest therein or any part thereof in the same manner

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and subject to the same regulations under which the stock arose might before the conversion, have been transferred,
or as near thereto as circumstances admit.

PROVIDED THAT the Board may, from time to time, fix the minimum amount of stock transferable, so however
that such minimum shall not exceed the nominal amount of the Shares from which stock arose.

88. RIGHT OF STOCK HOLDERS

The holders of stock shall, according to the amount of stock held by them, have the same right, privileges and
advantages as regards dividends, voting at meeting of the Company, and other matters, as if they held them in Shares
from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of
the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing
in Shares, have conferred those privileges or advantages.

89. REGULATION APPLICABLE TO STOCK AND SHARE WARRANT

Such of the regulations of the Company as are applicable to the paid up Shares shall apply to stock and the words
"Share" and "Shareholder" in these regulations shall include "stock" and "stock holder" respectively.

BORROWING POWERS

90. POWER TO BORROW

Subject to the provisions of Sections 73, 74 and 179 of the Companies Act, 2013 and these Articles, the Board of
Directors may, from time to time at its discretion by a resolution passed at a meeting of the Board, borrow, accept
deposits from Members either in advance of calls or otherwise and generally raise or borrow or secure the payment
of any such sum or sums of money for the purposes of the Company from any source.

PROVIDED THAT, where the moneys to be borrowed together with the moneys already borrowed (apart from
temporary loans obtained from the Company's bankers in the ordinary course of business) exceed the aggregate of
the paid up capital of the Company and its free reserves (not being reserves set apart for any specific purpose) the
Board of Directors shall not borrow such money without the sanction of the Company in General Meeting. No debts
incurred by the Company in excess of the limit imposed by this Article shall be valid or effectual unless the lender
proves that he advanced the loan in good faith and without knowledge that the limit imposed by this Article had been
exceeded.

91. THE PAYMENT OR REPAYMENT OF MONEYS BORROWED

The payment or repayment of moneys borrowed as aforesaid may be secured in such manner and upon such terms
and conditions in all respects as the Board of Directors may think fit, and in particular in pursuance of a resolution
passed at a meeting of the Board (and not by circular resolution) by the issue of bonds, debentures or debentures
stock of the Company, charged upon all or any part of the property of the Company, (both present and future),
including its un-called capital for the time being and the debentures and the debenture stock and other securities
may be made assignable free from any equities between the Company and the person to whom the same may be
issued.

92. BONDS, DEBENTURES, ETC. TO BE SUBJECT TO CONTROL OF DIRECTORS

Any bonds, debentures, debenture-stock or other securities issued or to be issued by the Company shall be under the
control of the Directors who may issue them upon such terms and conditions and in such manner and for such
consideration as they shall consider being for the benefit of the Company.

93. TERMS OF ISSUE OF DEBENTURES

Any Debentures, Debenture-stock or other securities may be issued at a premium or otherwise and may be issued on
condition that they shall be convertible into Shares of any denomination, and with any privileges and conditions as

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to redemption, surrender, drawing, allotment of Shares, attending (but not voting) at the General Meeting,
appointment of Directors and otherwise. However, Debentures with the right to conversion into or allotment of
Shares shall be issued only with the consent of the Company in the General Meeting by a Special Resolution.

94. MORTGAGE OF UNCALLED CAPITAL

If any uncalled capital of the Company is included in or charged by mortgage or other security, the Directors may,
subject to the provisions of the Act and these Articles, make calls on the Members in respect of such uncalled capital
in trust for the person in whose favour such mortgage or security has been executed.

95. INDEMNITY MAY BE GIVEN

Subject to the provisions of the Act and these Articles, if the Directors or any of them or any other person shall incur
or about to incur any liability as principal or surety for the payment of any sum primarily due from the Company,
the Directors may execute or cause to be executed any mortgage, charge or security over or affecting the whole or
any part of the assets of the Company by way of indemnity to secure the Directors or person so becoming liable as
aforesaid from any loss in respect of such liability.

96. RELATED PARTY TRANSACTIONS

A. Subject to the provisions of the Act, the Company may enter into contracts with the Related Party which are
at arm’s length and are in ordinary course of business of the company with approval of the Audit Committee.

B. Subject to the provisions of the Act, the Company may enter into contracts with the related parties which are
of such nature wherein it requires consent of shareholders in terms of Act or Listing Regulations or any other
law for the time being in force, with approval of the shareholders in the general meeting.

MEETING OF MEMBERS

97. ANNUAL GENERAL MEETING

i. An Annual General Meeting of the Company shall be held within six months after the expiry of each financial
year, provided that not more than fifteen months shall lapse between the date of one Annual General Meeting
and that of next.

ii. Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the Registrar
under the provisions of Section 96(1) of the Act to extend the time with which any Annual General Meeting may
be held.

iii. Every Annual General Meeting shall be called at a time during business hours i.e. 9 a.m. to 6 p.m., on a day that
is not a National holiday, and shall be held at the office of the Company or at some other place within the city in
which the Registered Office of the Company is situated as the Board may determine and the notices calling the
Meeting shall specify it as the Annual General Meeting.

iv. The company may in any one Annual General Meeting fix the time for its subsequent Annual General Meeting.

v. Every Member of the Company shall be entitled to attend, either in person or by proxy and the Auditors of the
Company shall have the right to attend and be heard at any General Meeting which he attends on any part of the
business which concerns him as an Auditor

vi. At every Annual General Meeting of the Company, there shall be laid on the table the Director's Report and
Audited statement of accounts, the Proxy Register with proxies and the Register of Director's Shareholding,
which Registers shall remain open and accessible during the continuance of the Meeting.

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vii. The Board shall cause to be prepared the annual list of Members, summary of share capital, balance sheet and
profit and loss account and forward the same to the Registrar in accordance with Sections 92 and 137 of the Act.

98. REPORT STATEMENT AND REGISTERS TO BE LAID BEFORE THE ANNUAL GENERAL
MEETING

The Company shall in every Annual General Meeting in addition to any other Report or Statement lay on the table
the Director's Report and audited statement of accounts, Auditor's Report (if not already incorporated in the audited
statement of accounts), the Proxy Register with proxies and the Register of Director’s Shareholdings, which Registers
shall remain open and accessible during the continuance of the Meeting.

99. EXTRA-ORDINARY GENERAL MEETING

All General Meeting other than Annual General Meeting shall be called Extra-Ordinary General Meeting.

100. REQUISITIONISTS’ MEETING

(1) Subject to the provisions of Section 111 of the Companies Act, 2013, the Directors shall on the requisition in
writing of such number of Members as is hereinafter specified:

(a) Give to the Members of the Company entitled to receive notice of the next Annual General Meeting, notice
of any resolution which may properly be moved and is intended to be moved at that meeting.

(b) Circulate to the Members entitled to have notice of any General Meeting sent to them, any statement with
respect to the matter referred to in any proposed resolution or any business to be dealt with at that Meeting.

(2) The number of Members necessary for a requisition under clause (1) hereof shall be such number of Members
as represent not less than one- tenth of the total voting power of all the Members having at the date of the
resolution a right to vote on the resolution or business to which the requisition relates; or

(3) Notice of any such resolution shall be given and any such statement shall be circulated, to Members of the
Company entitled to have notice of the Meeting sent to them by serving a copy of the resolution or statement to
each Member in any manner permitted by the Act for service of notice of the Meeting and notice of any such
resolution shall be given to any other Member of the Company by giving notice of the general effect of the
resolution in any manner permitted by the Act for giving him notice of meeting of the Company. The copy of
the resolution shall be served, or notice of the effect of the resolution shall be given, as the case may be in the
same manner, and so far as practicable, at the same time as notice of the Meeting and where it is not practicable
for it to be served or given at the time it shall be served or given as soon as practicable thereafter.

(4) The Company shall not be bound under this Article to give notice of any resolution or to circulate any statement
unless:

(a) A copy of the requisition signed by the requisitionists (or two or more copies which between them contain
the signature of all the requisitionists) is deposited at the Registered Office of the Company.
i. In the case of a requisition, requiring notice of resolution, not less than six weeks before the Meeting;
ii. In the case of any other requisition, not less than two weeks before the Meeting, and

(b) There is deposited or tendered with the requisition sum reasonably sufficient to meet the Company’s
expenses in giving effect thereto.

PROVIDED THAT if, after a copy of the requisition requiring notice of a resolution has been deposited at the
Registered Office of the Company, an Annual General Meeting is called for a date six weeks or less after such
copy has been deposited, the copy although not deposited within the time required by this clause, shall be
deemed to have been properly deposited for the purposes thereof.

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(5) The Company shall also not be bound under this Article to circulate any statement, if on the application either of
the Company or of any other person who claims to be aggrieved, the Company Law Board is satisfied that the
rights conferred by this Article are being abused to secure needless publicity for defamatory matter.

(6) Notwithstanding anything in these Articles, the business which may be dealt with at Annual General Meeting
shall include any resolution for which notice is given in accordance with this Article, and for the purposes of this
clause, notice shall be deemed to have been so given, notwithstanding the accidental omission in giving it to one
or more Members.

101(a). EXTRA-ORDINARY GENERAL MEETING BY

BOARD AND BY REQUISITION

The Directors may, whenever they think fit, convene an Extra-Ordinary General Meeting and they shall on
requisition of the Members as herein provided, forthwith proceed to convene Extra-Ordinary General Meeting of the
Company.

101(B). WHEN A DIRECTOR OR ANY TWO MEMBERS MAY CALL AN EXTRA- ORDINARY
GENERAL MEETING

If at any time there are not within India sufficient Directors capable of acting to form a quorum, or if the number of
Directors be reduced in number to less than the minimum number of Directors prescribed by these Articles and the
continuing Directors fail or neglect to increase the number of Directors to that number or to convene a General
Meeting, any Director or any two or more Members of the Company holding not less than one-tenth of the total paid
up share capital of the Company may call for an Extra-Ordinary General Meeting in the same manner as nearly as
possible as that in which meeting may be called by the Directors.

102. CONTENTS OF REQUISITION, AND NUMBER OF REQUISITIONISTS REQUIRED AND THE

CONDUCT OF MEETING

(1) In case of requisition the following provisions shall have effect:

(a) The requisition shall set out the matter for the purpose of which the Meeting is to be called and shall be
signed by the requisitionists and shall be deposited at the Registered Office of the Company.

(b) The requisition may consist of several documents in like form each signed by one or more
requisitionists.

(c) The number of Members entitled to requisition a Meeting in regard to any matter shall be such number
as hold at the date of the deposit of the requisition, not less than one-tenth of such of the paid-up share
capital of the Company as that date carried the right of voting in regard to that matter.

(d) Where two or more distinct matters are specified in the requisition, the provisions of sub-clause (c)
shall apply separately in regard to each such matter and the requisition shall accordingly be valid only
in respect of those matters in regard to which the conditions specified in that clause are fulfilled.

(e) If the Board does not, within twenty-one days from the date of the deposit of a valid requisition in
regard to any matters, proceed duly to call a Meeting for the consideration of those matters on a day
not later than forty-five days from the date of the deposit of the requisition, the Meeting may be called:

i. by the requisitionists themselves; or

ii. by such of the requisitionists as represent either a majority in value of the paid up share capital
held by all of them or not less than one tenth of the paid-up share capital of the Company as is
referred to in sub clauses (c) of clause (I) whichever is less.

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 PROVIDED THAT for the purpose of this sub-clause, the Board shall, in the case of a Meeting at
which a resolution is to be proposed as a Special Resolution, be deemed not to have duly convened the
Meeting if they do not give such notice thereof as is required by sub-section (2) of Section 114 of the
Companies Act, 2013.

(2) A meeting called under sub-clause (c) of clause (1) by requisitionists or any of them:
(a) shall be called in the same manner as, nearly as possible, as that in which meeting is to be called by the
Board; but
(b) shall not be held after the expiration of three months from the date of deposit of the requisition.

PROVIDED THAT nothing in sub-clause (b) shall be deemed to prevent a Meeting duly commenced
before the expiry of the period of three months aforesaid, from adjourning to some days after the expiry
of that period.

(3) Where two or more Persons hold any Shares in the Company jointly; a requisition or a notice calling a
Meeting signed by one or some only of them shall, for the purpose of this Article, have the same force and
effect as if it has been signed by all of them.

(4) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board to duly to
call a Meeting shall be repaid to the requisitionists by the Company; and any sum repaid shall be retained
by the Company out of any sums due or to become due from the Company by way of fees or other
remuneration for their services to such of the Directors as were in default.

103. LENGTH OF NOTICE OF MEETING

(1) A General Meeting of the Company may be called by giving not less than twenty-one days’ notice in writing.

(2) A General Meeting may be called after giving shorter notice than that specified in clause (1) hereof, if consent
is accorded as per the provisions of Companies Act, 2013 and any other applicable provisions/regulations.

PROVIDED THAT where any Members of the Company are entitled to vote only on some resolution, or resolutions
to be moved at a Meeting and not on the others, those Members shall be taken into account for the purposes of this
clause in respect of the former resolutions and not in respect of the later.

104. CONTENTS AND MANNER OF SERVICE OF NOTICE AND PERSONS ON WHOM IT IS TO BE

SERVED

(1) Every notice of a Meeting of the Company shall specify the place and the day and hour of the Meeting and shall
contain a statement of the business to be transacted thereat.

(2) Subject to the provisions of the Act notice of every General Meeting shall be given;

(a) to every Member of the Company, in any manner authorized by Section 20 of the Companies Act, 2013;

(b) to the persons entitled to a Share in consequence of the death or insolvency of a Member, by sending it
through post in a prepaid letter addressed to them by name or by the title of representative of the deceased,
or assignees of the insolvent, or by like description, at the address, if any in India supplied for the purpose
by the persons claiming to be so entitled or until such an address has been so supplied, by giving the notice
in any manner in which it might have been given if the death or insolvency had not occurred; and

(c) to the Auditor or Auditors for the time being of the Company.

(3) Every notice convening a Meeting of the Company shall state with reasonable prominence that a Member

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 entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead
of himself and that a proxy need not be a Member of the Company.

105. SPECIAL AND ORDINARY BUSINESS AND EXPLANATORY STATEMENT

(1) (a) In the case of an Annual General Meeting all business to be transacted at the Meeting shall be deemed
special, with the exception of business relating to

i. the consideration of the accounts, balance sheet, the reports of the Board of Directors and Auditors
ii. the declaration of dividend;
iii. the appointment of Directors in the place of those retiring; and
iv. the appointment of, and the fixing of the remuneration of the Auditors, and

(b) In the case of any other meeting, all business shall be deemed special

(2) Where any items of business to be transacted at the Meeting of the Company are deemed to be special as
aforesaid, there shall be annexed to the notice of the Meeting a statement setting out all material facts concerning
each such item of business, including in particular the nature of the concern or interest, if any, therein of every
Director.

PROVIDED THAT where any such item of special business at the Meeting of the Company relates to or affects,
any other company, the extent of shareholding interest in that other company of every Director of the Company
shall also be set out in the statement, if the extent of such shareholding interest is not less than twenty percent
of the paid up-share capital of the other Company.

(3) Where any item of business consists of the according of approval to any document by the Meeting, the time
and place where the document can be inspected shall be specified in the statement aforesaid.

106. OMISSION TO GIVE NOTICE NOT TO INVALIDATE PROCEEDINGS

The accidental omission to give such notice as aforesaid to or non-receipt thereof by any Member or other person to
whom it should be given, shall not invalidate the proceedings of any such Meeting.

MEETING OF MEMBERS

107. NOTICE OF BUSINESS TO BE GIVEN

No General Meeting, Annual or Extra-Ordinary shall be competent to enter upon, discuss or transact any business
which has not been mentioned in the notice or notices convening the Meeting.

108. QUORUM

The quorum for General Meetings shall be as under:

i. five members personally present if the number of members as on the date of meeting is not more than one
thousand;
ii. fifteen members personally present if the number of members as on the date of meeting is more than one
thousand but up to five thousand;
iii. thirty members personally present if the number of members as on the date of the meeting exceeds five thousand

No business shall be transacted at the General Meeting unless the quorum requisite is present at the commencement
of the Meeting. A body corporate being a Member shall be deemed to be personally present if it is represented in
accordance with Section 113 of the Companies Act, 2013. The President of India or the Governor of a State being a
Member of the Company shall be deemed to be personally present if it is presented in accordance with Section 113
of the Companies Act, 2013.

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 109. IF QUORUM NOT PRESENT WHEN MEETING TO BE DISSOLVED AND WHEN TO BE
ADJOURNED

If within half an hour from the time appointed for holding a Meeting of the Company, a quorum is not present, the
Meeting, if called by or upon the requisition of the Members shall stand dissolved and in any other case the Meeting
shall stand, adjourned to the same day in the next week or if that day is a public holiday until the next succeeding
day which is not a public holiday, at the same time and place or to such other day and at such other time and place
as the Board may determine. If at the adjourned meeting also, a quorum is not present within half an hour from the
time appointed for holding the Meeting, the Members present shall be a quorum and may transact the business for
which the Meeting was called.

110. RESOLUTION PASSED AT ADJOURNED MEETING

Where a resolution is passed at an adjourned Meeting of the Company, the resolution for all purposes is treated as
having been passed on the date on which it was in fact passed and shall not be deemed to have been passed on any
earlier date.

111. CHAIRMAN OF GENERAL MEETING

At every General Meeting the Chair shall be taken by the Chairman of the Board of Directors. If at any Meeting, the
Chairman of the Board of Directors is not present within ten minutes after the time appointed for holding the Meeting
or though present, is unwilling to act as Chairman, the Vice Chairman of the Board of Directors would act as
Chairman of the Meeting and if Vice Chairman of the Board of Directors is not present or, though present, is
unwilling to act as Chairman, the Directors present may choose one of themselves to be a Chairman, and in default
or their doing so or if no Directors shall be present and willing to take the Chair, then the Members present shall
choose one of themselves, being a Member entitled to vote, to be Chairman.

112. ACT FOR RESOLUTION SUFFICIENTLY DONE OR PASSED BY ORDINARY

RESOLUTION UNLESS OTHERWISE REQUIRED

Any act or resolution which, under the provisions of these Articles or of the Act, is permitted or required to be done
or passed by the Company in General Meeting shall be sufficiently done so or passed if effected by an Ordinary
Resolution unless either the Act or the Articles specifically require such act to be done or resolution be passed by a
Special Resolution.

113. BUSINESS CONFINED TO ELECTION OF CHAIRMAN WHILST THE CHAIR IS

VACANT

No business shall be discussed at any General Meeting except the election of a Chairman whilst the Chair is vacant.

114. CHAIRMAN MAY ADJOURN MEETING

(a) The Chairman may with the consent of Meeting at which a quorum is present and shall if so directed by the
Meeting adjourn the Meeting from time to time and from place to place.

(b) No business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting
from which the adjournment took place.

(c) When a Meeting is adjourned for thirty days or more notice of the adjourned Meeting shall be given as in the
case of an original Meeting.

(d) Save as aforesaid, it shall not be necessary to give any notice of an adjournment of or of the business to be
transacted at any adjourned Meeting.

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 115. HOW QUESTIONS ARE DECIDED AT MEETINGS

Every question submitted to a General Meeting shall be decided in the first instance by a show of hands unless the
poll is demanded as provided in these Articles.

116. CHAIRMAN'S DECLARATION OF RESULT OF VOTING ON SHOW OF HANDS

A declaration by the Chairman of the Meeting that on a show of hands, a resolution has or has not been carried either
unanimously or by a particular majority, and an entry to that effect in the book containing the minutes of the
proceeding of the Company’s General Meeting shall be conclusive evidence of the fact, without proof of the number
or proportion of votes cast in favour of or against such resolution.

117. DEMAND OF POLL

Before or on the declaration of the result of the voting on any resolution on a show of hands a poll may be ordered
to be taken by the Chairman of the Meeting on his own motion and shall be ordered to be taken by him on a demand
made in that behalf by any Member or Members present in person or by proxy and holding Shares in the Company
which confer a power to vote on the resolution not being less than one-tenth of the total voting power in respect of
the resolution, or on which an aggregate sum of not less than fifty thousand rupees has been paid up. The demand
for a poll may be withdrawn at any time by the Person or Persons who made the demand.

118. TIME OF TAKING POLL

A poll demanded on a question of adjournment or election of a Chairman shall be taken forthwith. A poll demanded
on any other question shall be taken at such time not being later than forty-eight hours from the time when the
demand was made and in such manner and place as the Chairman of the Meeting may direct and the result of the poll
shall be deemed to be the decision of the Meeting on the resolution on which the poll was taken.

119. CHAIRMAN’S CASTING VOTE

In the case of equality of votes, the Chairman shall both on a show of hands and on a poll (if any) have a casting vote
in addition to the vote or votes to which he may be entitled as a Member.

120. APPOINTMENT OF SCRUTINZERS

Where a poll is to be taken, the Chairman of the Meeting shall appoint two scrutineers to scrutinise the vote given
on the poll and to report thereon to him. One of the scrutineers so appointed shall always be a Member (not being an
officer or employee of the Company) present at the Meeting, provided such a Member is available and willing to be
appointed. The Chairman shall have power, at any time before the result of the poll is declared, to remove a scrutineer
from office and fill vacancies in the office of the scrutineer arising from such removal or from any other cause.

121. DEMAND FOR POLL NOT TO PREVENT TRANSACTION OF OTHER BUSINESS

The demand for a poll shall not prevent transaction of other business (except on the question of the election of the
Chairman and of an adjournment) other than the question on which the poll has been demanded.

122. SPECIAL NOTICE

Where by any provision contained in the Act or in these Articles, special notice is required for any resolution, the
notice of the intention to move the resolution shall be given to the Company not less than fourteen days before the
Meeting at which it is to be moved, exclusive of the day which the notice is served or deemed to be served on the
day of the Meeting. The Company shall immediately after the notice of the intention to move any such resolution
has been received by it, give its Members notice of the resolution in the same manner as it gives notice of the Meeting,
or if that is not practicable shall give them notice thereof, either by advertisement in a newspaper having an
appropriate circulation or in any other mode allowed by these presents not less than seven days before the Meeting.

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 VOTES OF MEMBERS

123. MEMBER PAYING MONEY IN ADVANCE NOT TO BE ENTITLED TO VOTE IN RESPECT

THEREOF

A Member paying the whole or a part of the amount remaining unpaid on any Share held by him although no part of
that amount has been called up, shall not be entitled to any voting rights in respect of moneys so paid by him until
the same would but for such payment become presently payable.

124. RESTRICTION ON EXERCISE OF VOTING RIGHTS OF MEMBERS WHO HAVE NOT PAID
CALLS

No Member shall exercise any voting rights in respect of any Shares registered in his name on which any calls or
other sums presently payable by him have not been paid or in regard to which the Company has exercised any right
of lien.

125. NUMBER OF VOTES TO WHICH MEMBER ENTITLED

Subject to the provisions of Article 123, every Member of the Company holding any equity share capital and
otherwise entitled to vote shall, on a show of hands when present in person (or being a body corporate present by a
representative duly authorized) have one vote and on a poll, when present in person (including a body corporate by
a duly authorized representative), or by an agent duly authorized under a Power of Attorney or by proxy, his voting
right shall be in proportion to his share of the paid-up equity share capital of the Company.

Provided however, if any preference shareholder is present at any meeting of the Company, (save as provided in sub-
section (2) of Section 47 of Companies Act, 2013) he shall have a right to vote only on resolutions before the Meeting
which directly affect the rights attached to his preference shares.

A Member is not prohibited from exercising his voting rights on the ground that he has not held his Shares or interest
in the Company for any specified period preceding the date on which the vote is taken.

126. VOTES OF MEMBERS OF UNSOUND MIND

A Member of unsound mind, or in respect of whom order has been made by any Court having jurisdiction in lunacy,
may vote, whether on a show of hands or on a poll, by his committee or other legal guardian and any such committee
or guardian may, on a poll, vote by proxy.

127. VOTES OF JOINT MEMBERS

If there be joint registered holders of any Shares, one of such persons may vote at any Meeting personally or by an
agent duly authorized under a Power of Attorney or by proxy in respect of such Shares, as if he were solely entitled
thereto but the proxy so appointed shall not have any right to speak at the Meeting, and if more than one of such joint
holders be present at any Meeting either personally or by agent or by proxy, that one of the said persons so present
whose name appears higher on the Register of Members shall alone be entitled to speak and to vote in respect of
such Shares, but the other holder(s) shall be entitled to vote in preference to a person present by an agent duly
authorized under a Power of Attorney or by proxy although the name of such person present by agent or proxy stands
first or higher in the Register of Members in respect of such Shares. Several executors or administrators of a deceased
Member in whose name Shares stand shall for the purpose of these Articles be deemed joint holders thereof.

128. REPRESENTATION OF BODY CORPORATE

(a) A body corporate (whether a company within the meaning of the Act or not) may, if it is a Member or creditor
of the Company (including a holder of Debentures) authorize such person as it thinks fit by a resolution of its
Board of Directors or other governing body, to act as its representative at any Meeting of the Company or any
class of shareholders of the Company or at any meeting of the creditors of the Company or Debenture-holders
of the Company. A person authorized by resolutions aforesaid shall be entitled to exercise the same rights and

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 powers (including the right to vote by proxy) on behalf of the body corporate which he represents as that body
could exercise if it were an individual Member, shareholder, creditor or holder of Debentures of the Company.
The production of a copy of the resolution referred to above certified by a Director or the Secretary of such
body corporate before the commencement of the Meeting shall be accepted by the Company as sufficient
evidence of the validity of the said representatives’ appointment and his right to vote thereat.

(b) Where the President of India or the Governor of a State is a Member of the Company, the President or as the
case may be the Governor may appoint such person as he thinks fit to act as his representative at any Meeting
of the Company or at any meeting of any class of shareholders of the Company and such a person shall be
entitled to exercise the same rights and powers, including the right to vote by proxy, as the President, or as the
case may be, the Governor could exercise as a Member of the Company.

129. VOTES IN RESPECTS OF DECEASED OR INSOLVENT MEMBERS

Any person entitled under the Transmission Article to transfer any Shares may vote at any General Meeting in respect
thereof in the same manner as if he was the registered holder of such Shares; provided that at least forty-eight hours
before the time of holding the Meeting or adjourned Meeting, as the case may be, at which he proposes to vote, he
shall satisfy the Directors of the right to transfer such Shares and give such indemnity (if any) as the Directors may
require unless the Directors shall have previously admitted his right to vote at such Meeting in respect thereof.

130. VOTING IN PERSON OR BY PROXY

Subject to the provisions of these Articles, votes may be given either personally or by proxy. A body corporate being
a Member may vote either by a proxy or by a representative duly authorized in accordance with Section 105 of the
Companies Act, 2013.

131. RIGHTS OF MEMBERS TO USE VOTES DIFFERENTLY

On a poll taken at a Meeting of the Company a Member entitled to more than one vote or his proxy, or other persons
entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the
votes he uses.

132. PROXIES

Any Member of the Company entitled to attend and vote at a Meeting of the Company, shall be entitled to appoint
another person (whether a Member or not) as his proxy to attend and vote instead of himself. PROVIDED that a
proxy so appointed shall not have any right whatsoever to speak at the Meeting. Every notice convening a Meeting
of the Company shall state that a Member entitled to attend and vote is entitled to appoint one or more proxies to
attend and vote instead of himself, and that a proxy need not be a Member of the Company.

133. PROXY EITHER FOR SPECIFIED MEETING OR FOR A PERIOD

An instrument of proxy may appoint a proxy either for the purposes of a particular Meeting specified in the
instrument and any adjournment thereof or it may appoint a proxy for the purpose of every Meeting to be held before
a date specified in the instrument and every adjournment of any such Meeting.

134. NO PROXY TO VOTE ON A SHOW OF HANDS

No proxy shall be entitled to vote by a show of hands

135. INSTRUMENT OF PROXY WHEN TO BE DEPOSITED

The instrument appointing a proxy and the Power of Attorney or authority (if any) under which it is signed or a
notarial certified copy of that Power of Attorney or authority, shall be deposited at the Registered Office of the
Company at least forty-eight hours before the time for holding the Meeting at which the person named in the
instrument purposes to vote and in default the instrument of proxy shall not be treated as valid.

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 136. FORM OF PROXY

Every instrument of proxy whether for a specified Meeting or otherwise shall, as nearly as circumstances will admit,
be in any of the forms as prescribed in the Companies Act, 2013, and signed by the appointer or his attorney duly
authorized in writing or if the appointer is a body corporate, be under its seal or be signed by any officer or attorney
duly authorized by it.

137. VALIDITY OF VOTES GIVEN BY PROXY NOTWITHSTANDING REVOCATION OF

AUTHORITY

A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous
death or insanity of the principal, or revocation of the proxy or of any Power of Attorney under which such proxy
was signed, or the transfer of the Share in respect of which the vote is given, provided that no intimation in writing
of the death, insanity, revocation or transfer shall have been received by the Company at the Registered Office before
the commencement of the Meeting or adjourned Meeting at which the proxy is used provided nevertheless that the
Chairman of any Meeting shall be entitled to require such evidence as he may in his discretion think fit of the due
execution of an instrument of proxy and of the same not having been revoked.

138. TIME FOR OBJECTION TO VOTE

No objection shall be made to the qualification of any voter or to the validity of a vote except at the Meeting or
adjourned Meeting at which the vote objected to is given or tendered, and every vote, whether given personally or
by proxy, not disallowed at such Meeting, shall be valid for all proposes and such objection made in due time shall
be referred to the Chairman of the Meeting.

139. CHAIRMAN OF ANY MEETING TO BE THE JUDGE OF VALIDITY OF ANY VALUE

The Chairman of any Meeting shall be the sole judge of the validity of every vote tendered at such Meeting. The
Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.
The decision of the Chairman shall be final and conclusive.

140. CUSTODY OF INSTRUMENT

If any such instrument of appointment is confined to the object of appointing at attorney or proxy for voting at
Meetings of the Company, it shall remain permanently or for such time as the Directors may determine, in the custody
of the Company. If such instrument embraces other objects, a copy thereof
examined with the original shall be delivered to the Company to remain in the custody of the Company.

DIRECTORS

141. NUMBER OF DIRECTORS

Until otherwise determined by a General Meeting of the Company and subject to the provisions of Section 149 of
the Companies Act, 2013, the number of Directors shall not be less than three and not more than fifteen.

141A THE FIRST DIRECTORS OF THE COMPANY ARE

i. Manika Khanna
ii. Peeyush Khanna

142 APPOINTMENT OF DIRECTORS

The appointment of Directors of the Company shall be in accordance with the provisions of the Act and these
Articles, to the extent applicable.

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 143. DEBENTURE DIRECTORS

Any Trust Deed for securing Debentures may if so arranged, provide for the appointment, from time to time by the
Trustees thereof or by the holders of Debentures, of some person to be a Director of the Company and may empower
such Trustees or holder of Debentures, from time to time, to remove and re-appoint any Director so appointed. The
Director appointed under this Article is herein referred to as "Debenture Director" and the term “Debenture Director”
means the Director for the time being in office under this Article. The Debenture Director shall not be liable to retire
by rotation or be removed by the Company. The Trust Deed may contain such ancillary provisions as may be agreed
between the Company and the Trustees and all such provisions shall have effect notwithstanding any of the other
provisions contained herein.

144. NOMINEE DIRECTOR OR CORPORATION DIRECTOR

(a) Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain owing by
the Company to any Finance Corporation or Credit Corporation or to any Financing company or body, (which
corporation or body is hereinafter in this Article referred to as “the corporation”) out of any loans granted or to
be granted by them to the Company or so long as the corporation continue to hold Debentures in the Company
by direct subscription or private placement or so long as the Corporation holds Shares in the Company as a
result of underwriting or direct subscription or so long as any liability of the Company arising out of any
guarantee furnished by the Corporation on behalf of the Company remains outstanding, the Corporation shall
have a right to appoint from time to time any person or persons as a Director, whole time or non-whole time
(which Director or Directors is/are hereinafter referred to as "Nominee Director(s)") on the Board of the
Company and to remove from such office any persons so appointed and to appoint any person or persons in
his/their places.

(b) The Board of Directors of the Company shall have no power to remove from office the Nominee Director(s).
Such Nominee Director(s) shall not be required to hold any Share qualification in the Company. Further
Nominee Director shall not be liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee
Directors(s) shall be entitled to the same rights and privileges and be subject to the obligations as any other
Director of the Company.

(c) The Nominee Director(s) so appointed shall hold the said office only so long as any moneys remain owing by
the Company to the Corporation and the Nominee Director/s so appointed in exercise of the said power, shall
ipso facto vacate such office immediately on the moneys owing by the Company to the Corporation being paid
off.

(d) The Nominee Director(s) appointed under this Article shall be entitled to receive all notices of and attend all
General Meetings, Board Meetings and all the Meetings of the Committee of which the Nominee Director(s)
is/are Member(s) as also the minutes of such Meetings. The Corporation shall also be entitled to receive all
such notices and minutes.

(e) The sitting fees in relation to such Nominee Director(s) shall also accrue to the Corporation and the same shall
accordingly be paid by the Company directly to the Corporation. Any other fees, commission, moneys or
remuneration in any form is payable to the Nominee Director of the Company, such fees, commission, moneys
and remuneration in relation to such Nominee Director(s) shall accrue to the Corporation and the same shall
accordingly be paid by the Company directly to the Corporation. Any expenses that may be incurred by the
Corporation or such Nominee Director(s), in connection with their appointment or Directorship, shall also be
paid or reimbursed by the Company to the Corporation or as the case may be to such Nominee Director/s
provided that if any such Nominee Director/s is/are an officer(s) of the Corporation.

Provided also that in the event of the Nominee Director(s) being appointed as Whole-time Director(s); such
Nominee Director/s shall exercise such power and duties as may be approved by the lenders and have such
rights as are usually exercised or available to a whole-time Director in the management of the affairs of
Company. Such Nominee Director shall be entitled to receive such remuneration, fees, commission and moneys
as may be approved by the Corporation(s) nominated by him.

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 145. SPECIAL DIRECTOR

(a) In connection with any collaboration arrangement with any company or corporation or any firm or person for
supply of technical know-how and/or machinery or technical advice the directors may authorize such company,
corporation, firm or person herein-after in this clause referred to as “collaboration” to appoint from time to
time any person as director of the company (hereinafter referred to as “special director”) and may agree that
such special director shall not be liable to retire by rotation and need not possess any qualification shares to
qualify him for office of such director, so however that such special director shall hold office so long as such
collaboration arrangement remains in force unless otherwise agreed upon between the Company and such
collaborator under the collaboration arrangements or at any time thereafter.

(b) The collaborators may at any time and from time to time remove any such special director appointed by it and
may at the time of such removal and also in the case of death or resignation of the person so appointed, at any
time appoint any other person as special director in his place and such appointment or removal shall be made
in writing signed by such company or corporation or any partner or such person and shall be delivered to the
Company at its registered office.

(c) It is clarified that every collaborator entitled to appoint a director under this article may appoint one such person
as a director and so that if more than one collaborator is so entitled there may be at any time as may special
directors as the collaborators eligible to make the appointment.

146. LIMIT ON NUMBER OF NON-RETIRING DIRECTORS

The provisions of Articles 143, 144 and 145 are subject to the provisions of Section 152 of the Companies Act, 2013
and number of such Directors appointed shall not exceed in the aggregate one third of the total number of Directors
for the time being in office.

147. ALTERNATE DIRECTOR

The Board may appoint, an Alternate Director recommended for such appointment by the Director (hereinafter in
this Article called "the Original Director") to act for him during his absence for a period of not less than three months
from the State in which the meetings of the Board are ordinarily held. Every such Alternate Director shall, subject
to his giving to the Company an address in India at which notice may be served on him, be entitled to notice of
meetings of Directors and to attend and vote as a Director and be counted for the purposes of a quorum and generally
at such Meetings to have and exercise all the powers and duties and authorities of the Original Director. The Alternate
Director appointed under this Article shall vacate office as and when the Original Director returns to the State in
which the meetings of the Board are ordinarily held and if the term of office of the Original Director is determined
before he returns to as aforesaid, any provisions in the Act or in these Articles for automatic reappointment of retiring
Director in default of another appointment shall apply to the Original Director and not the Alternate Director.

148. DIRECTORS MAY FILL IN VACANCIES

The Directors shall have power at any time and from time to time to appoint any person to be a Director to fill a
casual vacancy. Such casual vacancy shall be filled by the Board of Directors at a meeting of the Board. Any person
so appointed shall hold office only up to the date to which the Director in whose place he is appointed would have
held office, if it had not been vacated as aforesaid. However, he shall then be eligible for re-election.

149. ADDITIONAL DIRECTORS

Subject to the provisions of Section 161 of the Companies Act, 2013 the Directors shall have the power at any time
and from time to time to appoint any other person to be a Director as an addition to the Board (“Additional Director”)
so that the total number of Directors shall not at any time exceed the maximum fixed by these Articles. Any person
so appointed as an Additional Director to the Board shall hold his office only up to the date of the next Annual
General Meeting and shall be eligible for election at such Meeting.

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 150. QUALIFICATION SHARES

A Director need not hold any qualification shares.

151. DIRECTORS’ SITTING FEES

The fees payable to a Director for attending each Board meeting shall be such sum as may be fixed by the Board of
Directors not exceeding such sum as may be prescribed by the Central Government for each of the meetings of the
Board or a Committee thereof and adjournments thereto attended by him. The Directors, subject to the sanction of
the Central Government (if any required) may be paid such higher fees as the Company in General Meeting shall
from time to time determine.

152. EXTRA REMUNERATION TO DIRECTORS FOR SPECIAL WORK

Subject to the provisions of Sections 188 and 197 of the Companies Act, 2013, if any Director, being willing, shall
be called upon to perform extra services (which expression shall include work done by a Director as a Member of
any Committee formed by the Directors or in relation to signing share certificate) or to make special exertions in
going or residing or residing out of his usual place of residence or otherwise for any of the purposes of the Company,
the Company may remunerate the Director so doing either by a fixed sum or otherwise as may be determined by the
Director, and such remuneration may be either in addition to or in substitution for his share in the remuneration
herein provided.

Subject to the provisions of the Act, a Director who is neither in the whole time employment nor a Managing Director
may be paid remuneration either:

i. by way of monthly, quarterly or annual payment with the approval of the Central Government; or
ii. by way of commission if the Company by a Special Resolution authorized such payment.

153. TRAVELING EXPENSES INCURRED BY DIRECTORS ON COMPANY’S BUSINESS

The Board of Directors may subject to the limitations provided by the Act allow and pay to any Director who attends
a meeting of the Board of Directors or any Committee thereof or General Meeting of the Company or in connection
with the business of the Company at a place other than his usual place of residence, for the purpose of attending a
Meeting such sum as the Board may consider fair compensation for traveling, hotel, and other incidental expenses
properly incurred by him in addition to his fees for attending such Meeting as above specified.

154. DIRECTOR MAY ACT NOTWITHSTANDING VACANCY

The continuing Director or Directors may act notwithstanding any vacancy in their body, but if and so long as their
number is reduced below the quorum fixed by these Articles for a meeting of the Board, the Director or Directors
may act for the purpose of increasing the number of Directors or that fixed for the quorum or for summoning a
General Meeting of the Company but for no other purposes.

155. BOARD RESOLUTION NECESSARY FOR CERTAIN CONTRACTS

(1) Subject to the provisions of Section 188 of the Companies Act, 2013, except with the consent of the Board of
Directors of the Company, a Director of the Company or his relative, a firm in which such a Director or relative
is partner, any other partner in such a firm or a private company of which the Director is a member or director,
shall not enter into any contract with the Company:
(a) For the sale, purchase or supply of goods, materials or services; or
(b) for underwriting the subscription of any Share in or debentures of the Company;
(c) nothing contained in clause (a) of sub-clause (1) shall affect:
i. the purchase of goods and materials from the Company, or the sale of goods and materials to the
Company by any Director, relative, firm, partner or private company as aforesaid for cash at prevailing
market prices; or
ii. any contract or contracts between the Company on one side and any such Director, relative, firm, partner

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 or private company on the other for sale, purchase or supply of any goods, materials and services in
which either the Company, or the Director, relative, firm, partner or private company, as the case may
be regularly trades or does business.

PROVIDED THAT such contract or contracts do not relate to goods and materials the value of which,
or services the cost of which, exceeds five thousand rupees in the aggregate in any year comprised in
the period of the contract or contracts.

(b) Notwithstanding any contained in sub-clause (1) hereof, a Director, relative, firm partner or private company
as aforesaid may, in circumstances of urgent necessity, enter without obtaining the consent of the Board, into
any contract with the Company for the sale, purchase or supply of any goods, materials or services even if the
value of such goods or cost of such services exceeds rupees five thousand in the aggregate in any year
comprised in the period of the contract; but in such a case the consent of the Board shall be obtained at a
Meeting within three months of the date on which the contract was entered into.
(c) Every consent of the Board required under this Article shall be accorded by a resolution passed at a meeting
of the Board required under clause and the same shall not be deemed to have been given within the meaning
of that clause unless the consent is accorded before the contract is entered into or within three months of the
data on which was entered into.
(d) If consent is not accorded to any contract under this Article, anything done in pursuance of the contract will
be voidable at the option of the Board.
(e) The Directors, so contracting or being so interested shall not be liable to the Company for any profit realized
by any such contract or the fiduciary relation thereby established.

156. DISCLOSURE TO THE MEMBERS OF DIRECTORS’ INTEREST IN CONTRACT

APPOINTING MANAGERS, MANAGING DIRECTOR OR WHOLE-TIME DIRECTOR

When the Company:

(a) enters into a contract for the appointment of a Managing Director or Whole-time Director in which contract
any Director of the Company is whether directly or indirectly, concerned or interested; or

(b) varies any such contract already in existence and in which a Director is concerned or interested as aforesaid,
the provisions of Section 190 of the Companies Act, 2013 shall be complied with.

157.(a) DIRECTORS OF INTEREST

A Director of the Company who is in any way, whether directly or indirectly concerned or interested in a contract
entered into or to be entered into by or on behalf of the Company shall disclose the nature of his concern or interest
at a meeting of the Board in the manner provided in Section 184 of the Companies Act, 2013.

157.(b) GENERAL NOTICE OF DISCLOSURE

A general notice, given to the Board by the Director to the effect that he is a director or is a member of a specified
body corporate or is a member of a specified firm under Sections 184 of the Companies Act, 2013 shall expire at
the end of the financial year in which it shall be given but may be renewed for a further period of one financial
year at a time by fresh notice given in the last month of the financial year in which it would have otherwise expired.
No such general notice and no renewal thereof shall be of effect unless, either it is given at a meeting of the Board
or the Director concerned takes reasonable steps to secure that is brought up and read at the first meeting of the
Board after it is given.

158. DIRECTORS AND MANAGING DIRCTOR MAY CONTRACT WITH COMPANY

Subject to the provisions of the Act the Directors (including a Managing Director and Whole time Director) shall
not be disqualified by reason of his or their office as such from holding office under the Company or from
contracting with the Company either as vendor, purchaser, lender, agent, broker, lessor or lessee or otherwise, nor
shall any such contract or any contracts or arrangement entered into by or on behalf of the Company with any

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Director or with any company or partnership of or in which any Director shall be a member or otherwise interested
be avoided nor shall any Director so contracting be liable to account to the Company for any profit realized by
such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby
established, but it is declared that the nature of his interest shall be disclosed as provided by Section 184 of the
Companies Act, 2013 and in this respect all the provisions of Section 184 and 189 of the Companies Act, 2013
shall be duly observed and complied with.

159. DISQUALIFICATION OF THE DIRECTOR

A person shall not be capable of being appointed as a Director of the Company if:

(a) he has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force;

(b) he is an un-discharged insolvent;

(c) he has applied to be adjudged an insolvent and his application is pending;

(d) he has been convicted by a Court of any offence involving moral turpitude sentenced in respect thereof to
imprisonment for not less than six months and a period of five years has not elapsed form the date of
expiry of the sentence;

(e) he has not paid any call in respect of Shares of the Company held by him whether alone or jointly with
others and six months have lapsed from the last day fixed for the payment of the call; or

(f) an order disqualifying him for appointment as Director has been passed by a Court, unless the leave of the
Court has been obtained for his appointment.

160. VACATION OF OFFICE BY DIRECTORS

The office of Director shall become vacant if:

(a) he is found to be of unsound mind by a Court of competent jurisdiction; or

(b) he applies to be adjudged an insolvent; or

(c) he is adjudged an insolvent; or

(d) he is convicted by a Court of any offence involving moral turpitude and sentenced in respect thereof to
imprisonment for less than six months; or

(e) he fails to pay any call in respect of Shares of the Company held by him, whether alone or jointly with
others within six months from the last date fixed for the payment of the call unless the Central
Government, by a notification in the Official Gazette removes the disqualification incurred by such failure;
or

(f) he (whether by himself or by any person for his benefit or on his account or any firm in which he is a
partner or any private company of which he is a director), accepts a loan, or any guarantee or security for
a loan, from the Company in contravention of Section 185 of the Companies Act, 2013; or

(g) he being in any way whether directly or indirectly concerned or interested in a contract or arrangement or
proposed contract or arrangement, entered into or to be entered into by or on behalf of the Company fails
to disclose the nature of his concern or interest at a meeting of the Board of Directors as required by
Section 184 of the Companies Act, 2013; or

(h) he is removed by an Ordinary Resolution of the Company before the expiry of his period of notice; or

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(i) if by notice in writing to the Company, he resigns his office, or

(j) having been appointed as a Director by virtue of his holding any office or other employment in the
Company, he ceases to hold such office or other employment in the Company

161 VACATION OF OFFICE BY DIRECTORS (CONTD.)

Notwithstanding anything contained in sub-clauses (c), (d) and (i) of Article 160 hereof, the disqualification
referred to in these clauses shall not take effect:

(a) for thirty days from the date of the adjudication, sentence or order;

(b) where any appeal or petition is preferred within thirty days aforesaid against the adjudication, sentence or
conviction resulting in the sentence or order until the expiry of seven days from the date on which such
appeal or petition is disposed of; or

(c) where within the seven days aforesaid, any further appeal or petition is preferred in respect of the
adjudication, sentence, conviction or order, and the appeal or petition, if allowed, would result in the
removal of the disqualification, until such further appeal or petition is disposed of.

162. REMOVAL OF DIRECTORS

(a) The Company may subject to the provisions of Section 169 and other applicable provisions of the
Companies Act, 2013 and these Articles by Ordinary Resolution remove any Director not being a Director
appointed by the Central Government in pursuance of Section 242 of the Companies Act, 2013 before the
expiry of his period of office.

(b) Special Notice as provided by these Articles or Section 115 of the Companies Act, 2013 shall be required
of any resolution to remove a Director under this Article or to appoint some other person in place of a
Director so removed at the Meeting at which he is removed.

(c) On receipt of notice of a resolution to remove a Director under this Article; the Company shall forthwith
send a copy thereof to the Director concerned and the Director (whether or not he is a Member of a
Company) shall be entitled to be heard on the resolution at the Meeting.

(d) where notice is given of a resolution to remove a Director under this Article and the Director concerned
makes with respect thereto representations in writing to the Company (not exceeding reasonable length)
and requests their notification to Members of the Company, the Company shall, unless the representations
are, received by it too late for it to do so:

i. in the notice of the resolution given to the Members of the Company state the fact of the
representations having been made, and

ii. send a copy of the representations to every Member of the Company to whom notice of the Meeting
is sent (before or after the representations by the Company) and if a copy of the representations is not
sent as aforesaid because they were received too late\or because of the Company's default, the Director
may (without prejudice to his right to be heard orally) require that the representation shall be read out
at the Meeting:

Provided that copies of the representation need not be sent or read out at the Meeting if, on the application
either of the Company or of any other person who claims to be aggrieved, the Court is satisfied that the
rights concerned by this sub-clause are being abused to secure needless publicity for defamatory matter.

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(e) A vacancy created by the removal of the Director under this Article may, if he had been appointed by the
Company in General Meeting or by the Board, in pursuance of Article 153 or Section 161 of the Companies
Act, 2013 be filled by the appointment of another Director in his place by the Meeting at which he is
removed, provided special notice of the intended appointment has been given under clause (b) hereof. A
Director so appointed shall hold office until the date upto which his predecessor would have held office if
he had not been removed as aforesaid.

(f) If the vacancy is not filled under sub-clause (e) hereof, it may be filled as a casual vacancy in accordance
with the provisions, in so far as they are applicable of Article 148 or Section 161 of the Companies Act,
2013 and all the provisions of that Article and Section shall apply accordingly.

Provided that the Director who was removed from office under this Article shall not be re-appointed as a
Director by the Board of Directors.

(g) Nothing contained in this Article shall be taken:

i. as depriving a person removed hereunder of any compensation of damages payable to him in respect
of the termination of his appointment as Director, or

ii. as derogating from any power to remove a Director which may exist apart from this Article

163. INTERESTED DIRECTORS NOT TO PARTICIPATE OR VOTE IN BOARD’S

PROCEEDINGS

No Director shall as a Director take part in the discussion of or vote on any contract arrangement or proceedings
entered into or to be entered into by or on behalf of the Company, if he is in any way, whether directly or indirectly,
concerned or interested in such contract or arrangement, not shall his presence count for the purpose of forming a
quorum at the time of any such discussion or voting, and if he does vote, his vote shall be void.

Provided however, that nothing herein contained shall apply to:

(a) any contract of indemnity against any loss which the Directors, or any one or more of them, may suffer by
reason of becoming or being sureties or a surety for the Company;

(b) any contract or arrangement entered into or to be entered into with a public company or a private company
which is a subsidiary of a public company in which the interest of the Director consists solely;

i. in his being:

(a) a director of such company; and

(b) the holder of not more than shares of such number of value therein as is requisite to qualify him
for appointment as a director, thereof, he having been nominated as director by the company, or

ii. in his being a member holding not more than two percent of its paid-up share capital.

164. DIRECTOR MAY BE DIRECTOR OF COMPANIES PROMOTED BY THE COMPANY

A Director may be or become a director of any company promoted by the Company, or in which it may be
interested as a vendor, shareholder, or otherwise and no such Director shall be accountable for any benefit received
as director or shareholder of such company except in so far Section 197 or
Section 188 of the Companies Act, 2013 may be applicable.

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 ROTATION AND APPOINTMENT OF DIRECTORS

165. ROTATION OF DIRECTORS

Not less than two third of the total number of Directors shall:

(a) Be persons whose period of the office is liable to termination by retirement by rotation and

(b) Save as otherwise expressly provided in the Articles be appointed by the Company in General
Meeting.

(c) Notwithstanding anything to the contrary contained in these Articles, the rotation of Directors
shall be governed by and subject to the provisions of Section 152 of the Companies Act, 2013,
and any other applicable provisions of the Companies Act, 2013, as may be amended from time
to time.

166. RETIREMENT OF DIRECTORS

Subject to the provisions of Articles 145 and 147, the non-retiring Directors should be appointed by the Board for
such period or periods as it may in its discretion deem appropriate.

167. RETIRING DIRECTORS

Subject to the provisions of Section 152 of the Companies Act, 2013 and Articles 143 to 154, at every Annual
General Meeting of the Company, one- third or such of the Directors for the time being as are liable to retire by
rotation. The Debenture Directors, Nominee Directors, Corporation Directors, Managing Directors if any, subject
to Article 180, shall not be taken into account in determining the number of Directors to retire by rotation. In these
Articles a "Retiring Director" means a Director retiring by rotation.

168. APPOINTMENT OF TECHNICAL DIRECTORS

(a) The Board of Directors shall have the right from time to time to appoint any person or persons as Technical
Director and remove any such persons from time to time without assigning any reason whatsoever. A
Technical Director shall not be required to hold any qualification shares and shall not be entitled to vote at
any meeting of the Board of Directors.

(b) Subject to the provisions of Section 161 of the Companies Act, 2013 if the office of any Director appointed
by the Company in General Meeting vacated before his term of office will expire in the normal course, the
resulting casual vacancy may in default of and subject to any regulation in the Articles of the Company be
filled by the Board of Directors at the meeting of the Board and the Director so appointed shall hold office
only up to the date up to which the Director in whose place he is appointed would have held office if had not
been vacated as aforesaid.

169. ASCERTAINMENT OF DIRECTORS RETIRING BY ROTATION AND FILLING OF

VACANCIES

Subject to Section 152 of the Companies Act, 2013 the Directors retiring by rotation under Article 167 at every
Annual General Meeting shall be those, who have been longest in office since their last appointment, but as
between those who became Directors on the same day, those who are to retire shall in default of and subject to any
agreement amongst themselves be determined by the lot.

170. ELIGIBILITY FOR RE-ELECTION

A retiring Director shall be eligible for re-election and shall act as a Director throughout and till the conclusion of

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the Meeting at which he retires.

171. COMPANY TO FILL VACANCIES

At the General Meeting, at which a Director retires as aforesaid, the Company may fill up the vacancy by
appointing the retiring Director or some other person thereto.

172. PROVISION IN DEFAULT OF APPOINTMENT

(a) If the place of retiring Director is not so filled up and the Meeting has not expressly resolved not to fill the
vacancy, the Meeting shall stand adjourned till the same day in the next week, at the same time and place,
or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time
and place.

(b) If at the adjourned Meeting also, the place of the retiring Director is not filled up and the Meeting also has
not expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been re-
appointed at the adjourned Meeting, unless:

i. at that Meeting or the previous Meeting a resolution for the re- appointment of such Director has
been put to the Meeting and lost.

ii. the retiring Director has by a notice in writing addressed to the Company or its Board of Directors
expressed his unwillingness to be so re-appointed

iii. he is not qualified or is disqualified for appointment.

iv. a resolution, whether Special or Ordinary is required for his appointment or re-appointment by virtue
of any provisions of the Act, or
v. section 162 of the Companies Act, 2013 is applicable to the case

173. COMPANY MAY INCREASE OR REDUCE THE NUMBER OF DIRECTORS OR REMOVE

ANY DIRECTOR

Subject to the provisions of Section 149 and 152 of the Companies Act, 2013 the Company may by Ordinary
Resolution from time to time, increase or reduce the number of Directors and may alter qualifications.

174. APPOINTMENT OF DIRECTORS TO BE VOTED INDIVIDUALLY

(a) No motion, at any General Meeting of the Company shall be made for the appointment of two or more
persons as Directors of the Company by a single resolution unless a resolution that it shall be so made has
been first agreed to by the Meeting without any vote being given against it.

(b) A resolution moved in contravention of clause (a) hereof shall be void, whether or not objection was taken
at the time of its being so moved, provided where a resolution so moved has passed no provisions or the
automatic re-appointment of retiring Directors in default of another appointment as therein before provided
shall apply.

(c) For the purposes of this Article, a motion for approving a person's appointment, or for nominating a person
for appointment, shall be treated as a motion for his appointment.

175. NOTICE OF CANDIDATURE FOR OFFICE OF DIRECTORS EXCEPT IN CERTAIN CASES

(1) No person not being a retiring Director shall be eligible for election to the office of Director at any General
Meeting unless he or some other Member intending to propose him has given at least fourteen days’ notice
in writing under his hand signifying his candidature for the office of a Director or the intention of such
person to propose him as Director for that office as the case may be, along with a deposit of one lakh rupees

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 or such higher amount as may be prescribed which shall be refunded to such person or, as the case may be,
to such Member, if the person succeeds in getting elected as a Director or gets more than twenty-five per
cent. of total valid votes cast either on show of hands or on poll on such resolution.

(2) The Company shall inform its Members of the candidature of the person for the office of Director or the
intention, of a Member to propose such person as candidate for that office in such manner as may be
prescribed.

(3) Every person (other than Director retiring by rotation or otherwise or a person who has left at the office of
the Company a notice under Section 160 of the Companies Act, 2013 signifying his candidature for the
office of a Director) proposed as a candidate for the office a Director shall sign and file with the Company
his consent in writing to act as a Director, if appointed.

(4) A person other than:

(a) a Director appointed after retirement by rotation or immediately on the expiry of his term of office,
or

(b) an Additional or Alternate Director or a person filling a casual vacancy in the office of a Director
under Section 161 of the Companies Act, 2013 appointed as a Director or re-appointed as an
additional or alternate Director, immediately on the expiry of his term of office.

shall not act as a Director of the Company unless he has within thirty days of his appointment signed and
filled with the Registrar his consent in writing to act as such Director.

176. DISCLOSURE BY DIRECTORS OF THEIR HOLDINGS OF THEIR SHARES AND

DEBENTURES OF THE COMPANY

Every Director and every person deemed to be Director of the Company by virtue of Section 170 of the Companies
Act, 2013 shall give notice to the Company of such matters relating to himself as may be necessary for the purpose
of enabling the Company to comply with the provisions of that Section. Any such notice shall be given in writing
and if it is not given at a meeting of the Board the person giving the notice shall take all reasonable steps to secure
that it is brought up and read at the next meeting of the Board after it is given.

177. VOTES OF BODY CORPORATE

A body corporate, whether a company within the meaning of the Act or not, which is a member of the Company,
may by resolution of its Board of Directors or other governing body, authorize such person as it thinks fit to act as
its representative at any meeting of the company or at any meeting of any class of members of the company and
the persons so authorized shall be entitled to exercise the same rights and power (including the right to vote by
proxy) on behalf of the body corporate which he represents as that body could exercise as if it were an individual
member of the company and the production of a copy of the Minutes of such resolution certified by a director or
the copy of the Minutes of such resolution certified by a Director or the Secretary of such body corporate as being
a true copy of the Minutes of such resolution shall be accepted as sufficient evidence of the validity of the said
representative’s appointment and of his right to vote.

MANAGING DIRECTOR

178. POWERS TO APPOINT MANAGING DIRECTOR

Subject to the provisions of Section 196 and 203 of the Companies Act, 2013 the Board may, from time to time,
appoint one or more Directors to be Managing Director or Managing Directors or Whole-time Directors of the
Company, for a fixed term not exceeding five years as to the period for which he is or they are to hold such office,
and may, from time to time (subject to the provisions of any contract between him or them and the Company)
remove or dismiss him or them from office and appoint another or others in his or their place or places.

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(a) The Managing Director shall perform such functions and exercise such powers as are delegated to him by
the Board of Directors of the Company in accordance with the provisions of the Companies Act, 2013 and
Companies Act, 1956, to the extent applicable.

(b) Subject to the provisions of Section 152 of the Companies Act, 2013 the Managing Director shall not
be, while he continues to hold that office, subject to retirement by rotation.

179. REMUNERATION OF MANAGING DIRECTOR

Subject to the provisions of Sections 196 and 197 of the Companies Act, 2013 a Managing Director shall, in
addition to any remuneration that might be payable to him as a Director of the Company under these Articles,
receive such remuneration as may from time to time be approved by the Company.

180. SPECIAL POSITION OF MANAGING DIRECTOR

Subject to Section 152 of Companies Act, 2013 and any contract between him and the Company, a Managing
Director shall not, while he continues to hold that office, be subject to retirement by rotation and he shall not be
reckoned as a Director for the purpose of determining the rotation of retirement of Directors or in fixing the number
of Directors to retire but (subject to the provision of any contract between him and the Company), he shall be
subject to the same provisions as to resignation and removal as the Directors of the Company and shall, ipso facto
and immediately, cease to be a Managing Director if he ceases to hold the office of Director from any cause.

181. POWERS OF MANAGING DIRECTOR

The Director may from time to time entrust to and confer upon a Managing Director or Whole-time Director for
the time being such of the powers exercisable under these provisions by the Directors, as they may think fit, and
may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and
conditions and with such restrictions, as they think expedient and they may confer such powers either collaterally
with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and from
time to time, revoke, withdraw, alter, or vary all or any of such powers.

182.

The Company’s General Meeting may also from time to time appoint any Managing Director or Managing
Directors or Whole-time Director or Whole- time Directors of the Company and may exercise all the powers
referred to in these Articles.

183.

Receipts signed by the Managing Director for any moneys, goods or property received in the usual course of
business of the Company or for any money, goods, or property lent to or belonging to the Company shall be an
official discharge on behalf of and against the Company for the money, funds or property which in such receipts
shall be acknowledged to be received and the persons paying such moneys shall not be bound to see to the
application or be answerable for any misapplication thereof. The Managing Director shall also have the power to
sign, accept and endorse cheques on behalf of the Company.

184.

The Managing Director shall be entitled to sub-delegate (with the sanction of the Directors where necessary) all
or any of the powers, authorities and discretions for the time being vested in him in particular from time to time
by the appointment of any attorney or attorneys for the management and transaction of the affairs of the Company
in any specified locality in such manner as they may think fit.

185.

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Notwithstanding anything contained in these Articles, the Managing Director is expressly allowed generally to
work for and contract with the Company and especially to do the work of Managing Director and also to do any
work for the Company upon such terms and conditions and for such remuneration (subject to the provisions of the
Act) as may from time to time be agreed between him and the Directors of the Company.

186. APPOINTMENT AND POWERS OF MANAGER

The Board may, from time to time, appoint any person as Manager (under Section 2(53) of the Companies Act,
2013) to manage the affairs of the Company. The Board may from time to time entrust to and confer upon a
Manager such of the powers exercisable under these Articles by the Directors, as they may think fit, and may
confer such powers for such time and to be exercised for such objects and purposes and upon such terms and
conditions and with such restrictions as they think expedient.

WHOLE TIME DIRECTOR

187. POWER TO APPOINT WHOLE-TIME DIRECTOR AND/OR WHOLE-TIME DIRECTORS

Subject to the provisions of the Act and of these Articles, the Board may from time to time with such sanction of
the Central Government as may be required by law appoint one or more of its Director/s or other person/s as
Whole-Time Director or Whole-Time Directors of the Company out of the Directors/persons nominated under
Article only either for a fixed term that the Board may determine or permanently for life time upon such terms and
conditions as the Board may determine and thinks fit. The Board may by ordinary resolution and/or an agreement/s
vest in such Whole-Time Director or Whole Time Directors such of the powers, authorities and functions hereby
vested in the Board generally as it thinks fit and such powers may be made exercisable and for such period or
periods and upon such conditions and subject to such restrictions as it may be determined or specified by the Board
and the Board has the powers to revoke, withdraw, alter or vary all or any of such powers and/or remove or dismiss
him or them and appoint another or others in his or their place or places again out of the Directors/persons
nominated under Article 188 only. The Whole Time Director or Whole Time Directors will be entitled for
remuneration as may be fixed and determined by the Board from time to time either by way of ordinary resolution
or a Court act/s or an agreement/s under such terms not expressly prohibited by the Act.

188. TO WHAT PROVISIONS WHOLE TIME DIRECTORS SHALL SUBJECT

Subject to the provisions of Section 152 of the Companies Act, 2013, a Whole Time Director or Whole Time
Directors (subject to the provisions of any contract between him/they and the Company) shall be subject to the
same provision as to resignation and removal as the other Directors and he/they shall ipso facto and immediately
ceases or otherwise cease to hold the office of Director/s for any reason whatsoever save that if he/they shall vacate
office whether by retirement, by rotation or otherwise under the provisions of the Act in any Annual General
Meeting and shall be re-appointed as a Director or Directors at the same meeting he/they shall not by reason only
of such vacation, cease to be a Whole Time Director or Whole Time Directors.

189. SENIORITY OF WHOLE TIME DIRECTOR AND MANAGING DIRECTOR

If at any time the total number of Managing Directors and Whole Time Directors is more than one-third who shall
retire shall be determined by and in accordance with their respective seniorities. For the purpose of this Article,
the seniorities of the Whole Time Directors and Managing Directors shall be determined by the date of their
respective appointments as Whole Time Directors and Managing Directors of the Company.

PROCEEDINGS OF THE BOARD OF DIRECTORS

190. MEETING OF DIRECTORS

The Directors may meet together as a Board for the dispatch of business from time to time, and unless the Central
Government by virtue of the provisions of Section 173 of the Companies Act, 2013 allow otherwise, Directors
shall so meet at least once in every three months and at least four such Meetings shall be held in every year. The
Directors may adjourn and otherwise regulate their Meetings as they think fit. The provisions of this Article shall

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not be deemed to have been contravened merely by reason of the fact that the meeting of the Board which had
been called in compliance with the terms of this Article could not be held for want of a quorum.

191. QUORUM

(a) Subject to Section 174 of the Companies Act, 2013 the quorum for a meeting of the Board of Directors
shall be one-third of its total strength (excluding Directors, if any, whose place may be vacant at the time
and any fraction contained in that one third being rounded off as one) or two Directors whichever is higher.

PROVIDED that where at any time the number of interested Directors at any meeting exceeds or is equal
to two-third of the Total Strength, the number of the remaining Directors that is to say, the number of
directors who are not interested present at the Meeting being not less than two shall be, the quorum during
such time.

(b) For the purpose of clause (a)

i. "Total Strength" means total strength of the Board of Directors of the Company determined in
pursuance of the Act after deducting there from number of the Directors if any, whose places may
be vacant at the time, and

ii. “Interested Directors” mean any Directors whose presence cannot by reason of any provisions in the
Act count for the purpose of forming a quorum at a meeting of the Board at the time of the discussion
or vote on any matter.

192. PROCEDURE WHEN MEETING ADJOURNED FOR WANT OF QUORUM

If a meeting of the Board could not be held for want of quorum then, the Meeting shall automatically stand
adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday, till the
next succeeding day which is not a public holiday at the same time and place, unless otherwise adjourned to a
specific date, time and place.

193. CHAIRMAN OF MEETING

The Chairman of the Board of Directors shall be the Chairman of the meetings of Directors, provided that if the
Chairman of the Board of Directors is not present within five minutes after the appointed time for holding the
same, meeting of the Director shall choose one of their members to be Chairman of such Meeting.

194. QUESTION AT BOARD MEETING HOW DECIDED

Subject to the provisions of Section 203 of the Companies Act, 2013 questions arising at any meeting of the Board
shall be decided by a majority of votes, and in case of any equality of votes, the Chairman shall have a second or
casting vote.

195. POWERS OF BOARD MEETING

A meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the
authorities, powers and discretions which by or under the Act, or the Articles for the time being of the Company
which are vested in or exercisable by the Board of Directors generally.

196. DIRECTORS MAY APPOINT COMMITTEE

The Board of Directors may subject to the provisions of Section 179 and other relevant provisions of the
Companies Act, 2013 and of these Articles delegate any of the powers other than the powers to make calls and to
issue debentures to such Committee or Committees and may from time to time revoke and discharge any such
Committee of the Board, either wholly or in part and either as to the persons or purposes, but every Committee of
the Board so formed shall in exercise of the powers so delegated conform to any regulation(s) that may from time

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to time be imposed on it by the Board of Directors. All acts done by any such Committee of the Board in conformity
with such regulations and in fulfillment of the purpose of their appointments, but not otherwise, shall have the like
force and effect, as if done by the Board.

197. MEETING OF THE COMMITTEE HOW TO BE GOVERNED

The meetings and proceedings of any such Committee of the Board consisting of two or more members shall be
governed by the provisions herein contained for regulating the meetings and proceedings of the Directors, so far
as the same are applicable thereto and are not superseded by any regulations made by the Directors under the last
preceding article. Quorum for the Committee meetings shall be two.

198. CIRCULAR RESOLUTION

(a) A resolution passed by circulation without a meeting of the Board or a Committee of the Board appointed
under Article 197 shall subject to the provisions of sub-clause (b) hereof and the Act, be as valid and
effectual as the resolution duly passed at a meeting of Directors or of a Committee duly called and held.

(b) A resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by
circulation if the resolution has been circulated in draft together with necessary papers if any to all the
Directors, or to all the members of the Committee, then in India (not being less in number than the quorum
fixed for a meeting of the Board or Committee as the case may be) and to all other Directors or members
of the Committee at their usual addresses in India or to such other addresses outside India specified by any
such Directors or members of the Committee and has been approved by such of the Directors or members
of the Committee, as are then in India, or by a majority of such of them as are entitled to vote on the
resolution.

199. ACTS OF BOARD OR COMMITTEE VALID NOTWITHSTANDING DEFECT IN

APPOINTMENT

All acts done by any meeting of the Board or by a Committee of the Board or by any person acting as a Director
shall, notwithstanding that it shall afterwards be discovered; that there was some defect in the appointment of one
or more of such Directors or any person acting as aforesaid; or that they or any of them were disqualified or had
vacated office or that the appointment of any of them is deemed to be terminated by virtue of any provision
contained in the Act or in these Articles, be as valid as if every such person had been duly appointed and was
qualified to be a Director; provided nothing in the Article shall be deemed to give validity to acts done by a Director
after his appointment has been shown to the Company to be invalid or to have terminated.

POWERS OF THE BOARD

200. GENERAL POWERS OF MANAGEMENT VESTED IN THE BOARD OF DIRECTORS

The Board may exercise all such powers of the Company and do all such acts and things as are not, by the Act, or
any other Act or by the Memorandum or by the Articles of the Company required to be exercised by the Company
in General Meeting, subject nevertheless to these Articles, to the provisions of the Act, or any other Act and to
such regulations being not inconsistent with the aforesaid Articles, as may be prescribed by the Company in
General Meeting but no regulation made by the Company in General Meeting shall invalidate any prior act of the
Board which would have been valid if that regulation had not been made.

Provided that the Board shall not, except with the consent of the Company in General Meeting:

(a) sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the Company,
or where the Company owns more than one undertaking of the whole, or substantially the whole, of any
such undertaking;

(b) remit, or give time for the repayment of, any debt due by a Director,

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(c) invest otherwise than in trust securities the amount of compensation received by the Company in respect of
the compulsory acquisition or any such undertaking as is referred to in clause (a) or of any premises or
properties used for any such undertaking and without which it cannot be carried on or can be carried on
only with difficulty or only after a considerable time;

(d) borrow moneys where the moneys to be borrowed together with the moneys already borrowed by the
Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of
business), will exceed the aggregate of the paid-up capital of the Company and its free reserves that is to
say, reserves not set apart for any specific purpose;

(e) contribute to charitable and other funds not directly relating to the business of the Company or the welfare
of its employees, any amounts the aggregate of which will, in any financial year, exceed fifty thousand
rupees or five per cent of its average net profits as determined in accordance with the provisions of Section
349 and 350 of the Act during the three financial years immediately preceding whichever is greater,
provided that the Company in the General Meeting or the Board of Directors shall not contribute any
amount to any political party or for any political purposes to any individual or body;

i. Provided that in respect of the matter referred to in clause (d) and clause (e) such consent shall be
obtained by a resolution of the Company which shall specify the total amount upto which moneys
may be borrowed by the Board under clause (d) of as the case may be total amount which may be
contributed to charitable or other funds in a financial year under clause (e).

ii. Provided further that the expression “temporary loans” in clause (d) above shall mean loans
repayable on demand or within six months from the date of the loan such as short term cash credit
arrangements, the discounting of bills and the issue of other short term loans of a seasonal character,
but does not include loans raised for the purpose of financing expenditure of a capital nature.

201. CERTAIN POWERS TO BE EXERCISED BY THE BOARD ONLY AT MEETINGS

(1) Without derogating from the powers vested in the Board of Directors under these Articles, the Board shall
exercise the following powers on behalf of the Company and they shall do so only by means of resolutions
passed at the meeting of the Board;

(a) the power to make calls, on shareholders in respect of money unpaid on their Shares,

(b) the power to issue Debentures,

(c) the power to borrow moneys otherwise than on Debentures,

(d) the power to invest the funds of the Company, and

(e) the power to make loans

Provided that the Board may, by resolution passed at a Meeting, delegate to any Committee of Directors,
the Managing Director, the Manager or any other principal officer of the Company, the powers specified
in sub- clause (c),(d) and (e) to the extent specified below.
(2) Every resolution delegating the power referred to in sub-clause (1)(c) above shall specify the total amount
outstanding at any one time, upto which moneys may be borrowed by the delegate.

(3) Every resolution delegating the power referred to in sub-clause (1)(d) above shall specify the total amount
upto which the funds of the Company may be invested, and the nature of the investments which may be
made by the delegate.

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(4) Every resolution delegating the power referred to in sub-clause (1)(e) above shall specify the total amount
upto which loans may be made and the maximum amount of loans which may be made for each such
purpose in individual cases.

202. CERTAIN POWERS OF THE BOARD

Without prejudice to the general powers conferred by the last preceding Article and so as not in any way to limit
or restrict those powers, and without prejudice to the other powers conferred by these Articles, but subject to the
restrictions contained in the last preceding Article, it is hereby declared that the Directors shall have the following
powers, that is to say, power:

(1) To pay the cost, charges and expenses preliminary and incidental to the promotion, formation,
establishment and registration of the Company.

(2) To pay and charge to the capital account of the Company any commission or interest lawfully payable
thereon under the provisions of Sections 76 and 208 of the Act.

(3) Subject to Section 292 and 297 and other provisions applicable of the Act to purchase or otherwise acquire
for the Company any property, right or privileges which the Company is authorized to acquire, at or for
such price or consideration and generally on such terms and conditions as they may think fit and in any
such purchase or other acquisition to accept such
title as the Directors may believe or may be advised to be reasonably satisfactory.

(4) At their discretion and subject to the provisions of the Act to pay for any property, rights or privileges
acquired by or services rendered to the Company, either wholly or partially in cash or in share, bonds,
debentures, mortgages, or other securities of the Company, and any such Shares may be issued either as
fully paid-up or with such amount credited as paid-up thereon as may be agreed upon and any such bonds,
debentures, mortgages or other securities may be either specifically charged upon all or any part of the
property of the Company and its uncalled capital or not so charged.

(5) To secure the fulfillment of any contracts or engagement entered into by the Company by mortgage or
charge of all or any of the property of the Company and its uncalled capital for the time being or in such
manner as they may think fit.

(6) To accept from any Member, as far as may be permissible by law to a surrender of his Shares or any part
thereof, on such terms and conditions as shall be agreed.

(7) To appoint any person to accept and hold in trust for the Company any property belonging to the Company,
in which it is interested, or for any other purpose and to execute and do all such deeds and things as may
be required in relation to any trust, and to provide for the remuneration of such trustee or trustees.

(8) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or
its officers or otherwise concerning the affairs of the Company, and also to compound and allow time for
payment or satisfaction of any debts due and of any claim or demands by or against the Company and to
refer any differences to arbitration and observe and perform any awards made thereon either according to
Indian law or according to foreign law and either in India or abroad and to observe and perform or
challenge any award made thereon.

(9) To act on behalf of the Company in all matters relating to bankruptcy and insolvency, winding up and
liquidation of companies.

(10) To make and give receipts, releases and other discharges for moneys payable to the Company and for the
claims and demands of the Company.

(11) Subject to the provisions of Sections 291, 292, 295, 370, 372 and all other applicable provisions of the

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 Act, to invest and deal with any moneys of the Company not immediately required for the purpose thereof
upon such security (not being Shares of this Company), or without security and in such manner as they
may think fit and from time to time vary or realise such investments. Save as provided in Section 49 of
the Act, all investments shall be made and held in the Company’s own name.

(12) To execute in the name and on behalf of the Company, in favour of any Director or other person who may
incur or be about to incur any personal liability whether as principal or surety, for the benefit of the
Company, such mortgages of the Company’s property (present and future) as they think fit, and any such
mortgage may contain a power of sale and such other powers, provisions, covenants and agreements as
shall be agreed upon.

(13) To open bank account and to determine from time to time who shall be entitled to sign, on the Company’s
behalf, bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts
and documents and to give the necessary authority for such purpose.

(14) To distribute by way of bonus amongst the staff of the Company a Share or Shares in the profits of the
Company and to give to any Director, officer or other person employed by the Company a commission on
the profits of any particular business or transaction and to charge such bonus or commission as a part of
the working expenses of the Company.

(15) To provide for the welfare of Directors or ex-Directors or employees or ex-employees of the Company
and their wives, widows and families or the dependents or connections of such persons, by building or
contributing to the building of houses, dwelling or chawls, or by grants of moneys, pension, gratuities,
allowances, bonus or other payments, or by creating and from time to time subscribing or contributing, to
provide other associations, institutions, funds or trusts and by providing or subscribing or contributing
towards place of instruction and recreation, hospitals and dispensaries, medical and other attendance and
other assistance as the Board shall think fit and subject to the provision of Section 293(1)(e) of the Act, to
subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious,
scientific, national or other institutions or object which shall have any moral or other claim to support or
aid by the Company, either by reason of locality of operation, or of the public and general utility or
otherwise.

(16) Before recommending any dividend, to set aside out of the profits of the Company such sums as they may
think proper for depreciation or to depreciation fund, or to an insurance fund, or as reserve fund or any
special fund to meet contingencies or to repay redeemable preference shares or debentures or debenture
stock, or for special dividends or for equalising dividends or for repairing, improving, extending and
maintaining any of the property of the Company and for such other purposes (including the purpose
referred to in the preceding clause), as the Board may in their absolute discretion, think conducive to the
interest of the Company and subject to Section 292 of the Act, to invest several sums so set aside or so
much thereof as required to be invested, upon such investments (other than Shares of the Company) as
they may think fit, and from time to time to deal with and vary such investments and dispose of and apply
and expend all or any such part thereof for the benefit of the Company, in such a manner and for such
purposes as the Board in their absolute discretion, think conducive to the interest of the Company
notwithstanding that the matters to which the Board apply or upon which they expend the same or any
part thereof or upon which the capital moneys of the Company might rightly be applied or expended; and
to divide the general reserve or reserve fund into such special funds as the Board may think fit with full
power to transfer the whole or any portion of reserve fund or division of a reserve fund and with full power
to employ the assets constituting all or any of the above funds, including the depreciation fund, in the
business of the Company or in the purchase or repayment of redeemable preference shares or debentures
or debenture stock, and without being bound to keep the same separate from the other assets and without
being bound to pay interest on the same with power however, to the Board at their discretion to pay or
allow to the credit of such funds interest at such rate as the Board may think proper.

(17) To appoint, and at their discretion, remove or suspend, such general managers, managers, secretaries,
assistants, supervisors, scientists, technicians, engineers, consultants, legal, medical or economic advisors,
research workers, laborers, clerks, agents and servants for permanent, temporary or special services as

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 they may from time to time think fit and to determine their powers and duties, and fix their salaries or
emoluments or remuneration, and to require security in such instances and to such amount as they may
think fit. And also from time to time to provide for the management and transaction of the affairs of the
Company in any specified locality in India or elsewhere in such manner as they think and the provisions
contained in the four next following sub-clauses shall be without prejudice to the general powers conferred
by this sub-clause.

(18) To appoint or authorize appointment of officers, clerks and servants for permanent or temporary or special
services as the Board may from time to time think fit and to determine their powers and duties and to fix
their salaries and emoluments and to require securities in such instances and of such amounts as the Board
may think fit and to remove or suspend any such officers, clerks and servants. Provided further that the
Board may delegate matters relating to allocation of duties, functions, reporting etc. of such persons to the
Managing Director or Manager.

(19) From time to time and at any time to establish any local Board for managing any of the affairs of the
Company in any specified locality in India or elsewhere and to appoint any person to be members of such
local Boards, and to fix their remuneration or salaries or emoluments.

(20) Subject to Section 292 of the Act, from time to time and at any time to delegate to any person so appointed
any of the powers, authorities and discretions for the time being vested in the Board, other than their power
to make calls or to make loans or borrow money, and to authorize the members for the time being of any
such local Board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies, and
any such appointment or delegation may be made on such terms and subject to such terms and subject to
such conditions as the Board may think fit, and Board may at any time remove any person so appointed,
and may annul or vary any such delegation.

(21) At any time and from time to time by Power of Attorney under the Seal of the Company, to appoint any
person or person to be the Attorney or Attorneys of the Company, for such purposes and with such powers,
authorities and discretions (not exceeding those vested in or exercisable by the Board under these presents
and subject to the provisions of Section 292 of the Act) and for such period and subject to such conditions
as the Board may from time to time think fit; and any such appointment may (if the Board thinks fit) be
made in favour of any company, or the shareholders, directors, nominees, or managers of any company or
firm or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly
by the Board and such Power of Attorney may contain such powers for the protection or convenience of
persons dealing with such Attorneys as the Board may think fit, and may contain powers enabling any
such delegates or attorneys as aforesaid to sub-delegate all or any of the powers authorities and discretions
for the time being vested in them.

(22) Subject to Sections 294 and 297 and other applicable provisions of the Act, for or in relation to any of the
matters aforesaid or, otherwise for the purposes of the Company to enter into all such negotiations and
contracts and rescind and vary all such contracts, and execute and do all such acts, deeds and things in the
name and on behalf of the Company as they may consider expedient.

(23) From time to time to make, vary and repeal bye-laws for the regulations of the business of the Company,
its officers and servants.

(24) To purchase or otherwise acquire any land, buildings, machinery, premises, hereditaments, property,
effects, assets, rights, credits, royalties, business and goodwill of any joint stock company carrying on the
business which the Company is authorized to carry on in any part of India.

(25) To purchase, take on lease, for any term or terms of years, or otherwise acquire any factories or any land
or lands, with or without buildings and out-houses thereon, situated in any part of India, at such price or
rent and under and subject to such terms and conditions as the Directors may think fit. And in any such
purchase, lease or other acquisition to accept such title as the Directors may believe or may be advised to
be reasonably satisfactory.

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 (26) To insure and keep insured against loss or damage by fire or otherwise for such period and to such extent
as it may think proper all or any part of the buildings, machinery, goods, stores, produce and other movable
property of the Company, either separately or co jointly, also to insure all or any portion of the goods,
produce, machinery and other articles imported or exported-by the Company and to sell, assign, surrender
or discontinue any policies of assurance effected in pursuance of this power.

(27) To purchase or otherwise acquire or obtain license for the use of and to sell, exchange or grant license for
the use of any trade mark, patent, invention or technical know-how.

(28) To sell from time to time any articles, materials, machinery, plants, stores and other articles and thing
belonging to the Company as the Board may think proper and to manufacture, prepare and sell waste and
by-products.

(29) From time to time to extend the business and undertaking of the Company by adding, altering or enlarging
all or any of the buildings, factories, workshops, premises, plant and machinery, for the time being the
property of or in the possession of the Company, or by erecting new or additional buildings, and to expend
such sum of money for the purpose aforesaid or any of them as they be thought necessary or expedient.

(30) To undertake on behalf of the Company any payment of rents and the performance of the covenants,
conditions and agreements contained in or reserved by any lease that may be granted or assigned to or
otherwise acquired by the Company and to purchase the reversion or reversions, and otherwise to acquire
on freehold sample of all or any of the lands of the Company for the time being held under lease or for an
estate less than freehold estate.

(31) To improve, manage, develop, exchange, lease, sell, resell and re- purchase, dispose off, deal or otherwise
turn to account, any property (movable or immovable) or any rights or privileges belonging to or at the
disposal of the Company or in which the Company is interested.

(32) To let, sell or otherwise dispose of subject to the provisions of Section 293 of the Act and of the other
Articles any property of the Company, either absolutely or conditionally and in such manner and upon
such terms and conditions in all respects as it thinks fit and to accept payment in satisfaction for the same
in cash or otherwise as it thinks fit.

(33) Generally subject to the provisions of the Act and these Articles, to delegate the powers/authorities and
discretions vested in the Directors to any person(s), firm, company or fluctuating body of persons as
aforesaid.

(34) To comply with the requirements of any local law which in their opinion it shall in the interest of the
Company be necessary or expedient to comply with.

MANAGEMENT

203. APPOINTMENT OF DIFFERENT CATEGORIES OF KEY MANAGERIAL PERSONNEL

The Company shall have the following whole-time key managerial personnel,

(i) managing director, or Chief Executive Officer or manager and in their absence, a whole-time director;

(ii) company secretary; and

(iii) Chief Financial Officer

203A. SAME PERSON MAY BE CHAIRPERSON OF THE BOARD AND MD/CEO

The same individual may, at the same time, be appointed as the Chairperson of the Company as well as the

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Managing Director or Chief Executive Officer of the Company.

MINUTES

204. MINUTES TO BE MADE

(1) The Company shall cause minutes of all proceedings of General Meeting and of all proceedings of every
meeting of the Board of Directors or every Committee thereof within thirty days of the conclusion of every
such meeting concerned by making entries thereof in books kept for that purpose with their pages
consecutively numbered.

(2) Each page of every such books shall be initialed or signed and the last page of the record of proceedings of
each Meeting in such books shall be dated and signed:

(a) in the case of minutes of proceedings of a meeting of Board or of a Committee thereof by the
Chairman of the said meeting or the Chairman of the next succeeding meeting.

(b) in the case of minutes of proceeding of the General Meeting, by the Chairman of the said meeting
within the aforesaid period of thirty days or in the event of the death or inability of that Chairman
within that period by a Director duly authorized by the Board for the purpose.

205.(a) MINUTES TO BE EVIDENCE OF THE PROCEEDS

The minutes of proceedings of every General Meeting and of the proceedings of every meeting of the Board or
every Committee kept in accordance with the provisions of Section 118 of the Companies Act, 2013 shall be
evidence of the proceedings recorded therein.

205.(B) BOOKS OF MINUTES OF GENERAL MEETING TO BE KEPT

The books containing the aforesaid minutes shall be kept at the Registered Office of the Company and be open to
the inspection of any Member without charge as provided in Section 119 and Section 120 of the Companies Act,
2013 and any Member shall be furnished with a copy of any minutes in accordance with the terms of that Section.

206. PRESUMPTIONS

Where the minutes of the proceedings of any General Meeting of the Company or of any meeting of the Board or
of a Committee of Directors have been kept in accordance with the provisions of Section 118 of the Companies
Act, 2013 until the contrary is proved, the meeting shall be deemed to have been duly called and held, all
proceedings thereat to have been duly taken place and in particular all appointments of Directors or Liquidators
made at the meeting shall be deemed to be valid.

THE SECRETARY

207. SECRETARY

The Directors may from time to time appoint, and at their discretion, remove any individual, (hereinafter called “the
Secretary”) to perform any functions, which by the Act are to be performed by the Secretary, and to execute any
other ministerial or administrative duties, which may from time to time be assigned to the Secretary by the Directors.
The Directors may also at any time appoint some person (who need not be the Secretary) to keep the registers
required to be kept by the Company. The appointment of Secretary shall be made according to the provisions of the
Companies Act, read with rules made thereunder.

208. THE SEAL, ITS CUSTODY AND USE

(a) The Board shall provide for the safe custody of the seal

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(b) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the
Board or of a committee of the Board authorized by it in that behalf, and except in the presence of at least
one director and of the secretary or such other person as the Board may appoint for the purpose; and those
two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the
company is so affixed in their presence.

DIVIDENDS AND CAPITALISATION OF RESERVES

209. DIVISION OF PROFITS

(a) Subject to the rights of persons, if any, entitled to Shares with special rights as to dividends, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the Shares in respect whereof
the dividend is paid but if and so long as nothing is paid upon any of Share in the Company, dividends may
be declared and paid according to the amounts of the Shares;

(b) No amount paid or credited as paid on a Share in advance of calls shall be treated for the purpose of this
Article as paid on the Shares.

210. THE COMPANY AT GENERAL MEETING MAY DECLARE DIVIDEND

The Company in General Meeting may declare dividends, to be paid to Members according to their respective rights
and interest in the profits and may fix the time for payment and the Company shall comply with the provisions of
Section 127 of the Companies Act, 2013 but no dividends shall exceed the amount recommended by the Board of
Directors. However, the Company may declare a smaller dividend than that recommended by the Board in General
Meeting.

211. DIVIDENDS OUT OF PROFITS ONLY

No dividend shall be payable except out of profits of the Company arrived at the manner provided for in Section
123 of the Companies Act, 2013.

212. INTERIM DIVIDEND

The Board of Directors may from time to time pay to the Members such interim dividends as in their judgment the
position of the Company justifies.

213. DEBTS MAY BE DEDUCTED

(a) The Directors may retain any dividends on which the Company has a lien and may apply the same in or
towards the satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

(b) The Board of Directors may retain the dividend payable upon Shares in respect of which any person is,
under the Transmission Article, entitled to become a Member or which any person under that Article is
entitled to transfer until such person shall become a Member or shall duly transfer the same.

214. CAPITAL PAID-UP IN ADVANCE TO CARRY INTEREST, NOT THE RIGHT TO EARN
DIVIDEND

Where the capital is paid in advance of the calls upon the footing that the same shall carry interest, such capital
shall not, whilst carrying interest, confer a right to dividend or to participate in profits.

215. DIVIDENDS IN PROPORTION TO AMOUNTS PAID-UP

All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the Shares

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during any portion or portions of the period in respect of which the dividend is paid, but if any Share is issued on
terms provided that it shall rank for dividends as from a particular date such Share shall rank for dividend
accordingly.

216. NO MEMBER TO RECEIVE DIVIDEND WHILE INDEBTED TO THE COMPANY AND THE
COMPANY’S RIGHT IN RESPECT THEREOF

No Member shall be entitled to receive payment of any interest or dividend or bonus in respect of his Share or
Shares, whilst any money may be due or owing from him to the Company in respect of such Share or Shares (or
otherwise however either alone or jointly with any other person or persons) and the Board of Directors may deduct
from the interest or dividend to any Member all such sums of money so due from him to the Company.

217. EFFECT OF TRANSFER OF SHARES

A transfer of Shares shall not pass the right to any dividend declared therein before the registration of the transfer.

218. DIVIDEND TO JOINT HOLDERS

Any one of several persons who are registered as joint holders of any Shares may give effectual receipts for all
dividends or bonus and payments on account of dividends in respect of such Shares.

219. DIVIDEND HOW REMITTED

The dividend payable in cash may be paid by cheque or warrant sent through post directly to registered address of
the shareholder entitled to the payment of the dividend or in case of joint holders to the registered address of that
one of the joint holders who is first named on the Register of Members or to such person and to such address as the
holder or joint holders may in writing direct. The Company shall not be liable or responsible for any cheque or
warrant or pay slip or receipt lost in transit or for any dividend lost, to the Member or person entitled thereto by
forged endorsement of any cheque or warrant or forged signature on any pay slip or receipt or the fraudulent
recovery of the dividend by any other means.

220. NOTICE OF DIVIDEND

Notice of the declaration of any dividend whether interim or otherwise shall be given to the registered holders of
Share in the manner herein provided.

221. RESERVES

The Directors may, before recommending or declaring any dividend set aside out of the profits of the Company
such sums as they think proper as reserve or reserves, which shall, at the discretion of the Directors, be applicable
for meeting contingencies or for any other purposes to which the profits of the Company may be properly applied
and pending such application, may at the like discretion, either be employed in the business of the Company or be
invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit.

222. DIVIDEND TO BE PAID WITHIN TIME REQUIRED BY LAW

The Company shall pay the dividend, or send the warrant in respect thereof to the shareholders entitled to the
payment of dividend, within such time as may be required by law from the date of the declaration unless:

(a) where the dividend could not be paid by reason of the operation on any law; or

(b) where a shareholder has given directions regarding the payment of the dividend and those directions cannot
be complied with; or

(c) where there is dispute regarding the right to receive the dividend; or

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(d) where the dividend has been lawfully adjusted by the Company against any sum due to it from shareholder;
or

(e) where for any other reason, the failure to pay the dividend or to post the warrant within the period aforesaid
was not due to any default on the part of the Company.

223. UNPAID OR UNCLAIMED DIVIDEND

(a) Where the Company has declared a dividend but which has not been paid or claimed within 30 days from
the date of declaration, to any shareholder entitled to the payment of dividend, the Company shall within
seven days from the date of expiry of the said period of thirty days, transfer the total amount of dividend
which remains unpaid or unclaimed within the said period of thirty days, to a special account to be opened
by the Company in that behalf in any scheduled bank, to be called “Gaudium IVF and Women Health
Limited (year)Unpaid Dividend Account”.

(b) Any money transferred to the unpaid dividend account of a company which remains unpaid or unclaimed
for a period of seven years from the date of such transfer, shall be transferred by the company to the Fund
known as Investor Education and Protection Fund established under section 125 of the Companies Act,
2013.

(c) No unclaimed or unpaid divided shall be forfeited by the Board.

224. SET-OFF OF CALLS AGAINST DIVIDENDS

Any General Meeting declaring a dividend may on the recommendation of the Directors make a call on the Members
of such amount as the Meeting fixes but so that the call on each Member shall not exceed the dividend payable to
him, and so that the call be made payable at the same time as the dividend, and the dividend may, if so arranged
between the Company and the Members, be set off against the calls.

225. DIVIDENDS IN CASH

No dividends shall be payable except in cash, provided that nothing in this Article shall be deemed to prohibit the
capitalisation of the profits or reserves of the Company for the purpose of issuing fully paid up bonus Shares or
paying up any amount for the time being unpaid on any Shares held by Members of the Company.

226. CAPITALISATION

(1) The Company in General Meeting may, upon the recommendation of the Board, resolve:

(a) That is desirable to capitalise any part of the amount for the time being standing to the credit of the
Company's reserve accounts or to the credit of the profit and loss account or otherwise available for
distribution, and

(b) That such sum be accordingly set free for distribution in the manner specified in clause (2) amongst
the Members who would have been entitled thereto, if distributed by way of dividend and in the same
proportion.

(2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provisions contained in clause
(3) either in or towards;

(a) paying up any amount for the time being unpaid on any Shares held by such Members respectively,
or

(b) paying up in full unissued Shares of the Company to be allocated and distributed, credited as fully

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 paid up, to and amongst Members in the proportion aforesaid, or

(c) partly in the way specified in sub clause (a) and partly in that specified in sub-clause (b)

(3) A security premium account and capital redemption reserve account may, for the purpose of this Article, only
be applied in the paying up of unissued Shares to be issued to Members of the Company as fully paid bonus shares.

227. BOARD TO GIVE EFFECT

The Board shall give effect to the resolution passed by the Company in pursuance of above Article.

228. FRACTIONAL CERTIFICATES

(1) Whenever such a resolution as aforesaid shall have been passed, the Board shall:

(a) make all appropriations and applications of the undivided profits resolved to be capitalized thereby
and all allotments and issues of fully paid Shares and

(b) Generally, do all acts and things required to give effect thereto.

(2) The Board shall have full power:

(a) to make such provision by the issue of fractional cash certificate or by payment in cash or otherwise
as it thinks fit, in the case of Shares becoming distributable in fractions, also.

(b) to authorize any person to enter, on behalf of all the Members entitled thereto, into an agreement
with the Company providing for the allotment to them respectively, credited as fully paid up, of any
further Shares to which they may be entitled upon such capitalization or (as the case may require)
for the payment by the Company on their behalf by the application thereof of the respective
proportions of the profits resolved to be capitalized of the amounts remaining unpaid on their existing
Shares.

(3) Any agreement made under such authority shall be effective and binding on all such Members

(4) That for the purpose of giving effect to any resolution, under the preceding paragraph of this Article, the
Directors may give such directions as may be necessary and settle any question or difficulties that may arise
in regard to any issue including distribution of new Shares and
fractional certificates as they think fit.

ACCOUNTS

229. BOOKS TO BE KEPT

(1) The Company shall keep at its Registered Office proper books of account as would give a true and fair view
of the state of affairs of the Company or its transactions with respect to:

(a) all sums of money received and expended by the Company and the matters in respect of which the
receipt and expenditure takes place.

(b) all sales and purchases of goods by the Company

(c) the assets and liabilities of the Company and

(d) if so required by the Central Government, such particulars relating to utilisation of material or
labour or to other items of cost as may be prescribed by the Government

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 Provided that all or any of the books of account aforesaid may be kept at such other place in India as the
Board of Directors may decide and when the Board of Directors so decides the Company shall within seven
days of the decision file with the Registrar a notice in writing giving the full address of that other place.

(2) Where the Company has a branch office, whether in or outside India, the Company shall be deemed to have
complied with the provisions of clause (1) if proper books of account relating to the transaction effected at
the branch are kept at that office and proper summarised returns, made upto date at intervals of not more than
three months, are sent by the branch office to the Company at its Registered Office or the other place referred
to in sub-clause (1). The books of accounts and other books and papers shall be open to inspection by any
Director during business hours.

230. INSPECTION BY MEMBERS

No Members (not being a Director) shall have any right of inspecting any account books or documents of the
Company except as allowed by law or authorized by the Board.

231. STATEMENTS OF ACCOUNTS TO BE FURNISHED TO GENERAL MEETING

The Board of Directors shall from time to time in accordance with Sections 129, 133, and 134 of the Companies
Act, 2013, cause to be prepared and laid before each Annual General Meeting a profit and loss account for the
financial year of the Company and a balance sheet made up as at the end of the financial year which shall be a date
which shall not precede the day of the Meeting by more than six months or such extended period as shall have been
granted by the Registrar under the provisions of the Act.

232. RIGHT OF MEMBERS OR OTHERS TO COPIES OF BALANCE SHEET AND AUDITORS’

REPORT AND STATEMENT UNDER SECTION 136

(1) The Company shall comply with the requirements of Section 136 of the Companies Act, 2013.

(2) The copies of every balance sheet including the Profit & Loss Account, the Auditors' Report and every other
document required to be laid before the Company in General Meeting shall be made available for inspection
at the Registered Office of the Company during working hours for a period of 21 days before the Annual
General Meeting.

(3) A statement containing the salient features of such documents in the prescribed form or copies of the
documents aforesaid, as the Company may deem fit will be sent to every Member of the Company and to
every trustee of the holders of any Debentures issued by the Company not less
than 21 days before the date of the Meeting.

233. ACCOUNTS TO BE AUDITED

Once at least in every year the accounts of the Company shall be examined, balanced and audited and the correctness
of the profit and loss Account and the balance sheet ascertained by one or more Auditor or Auditors.

234. APPOINTMENT OF AUDITORS

(1) Auditors shall be appointed and their qualifications, rights and duties regulated in accordance with Section
139 to 146 of the Companies Act, 2013.

(2) The Company shall at Annual General Meeting appoint an individual or a firm as an auditor who shall hold
office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter
till the conclusion of every sixth meeting. The company shall also inform the auditor concerned of his or its
appointment, and also file a notice of such appointment with the Registrar within fifteen days of the meeting
in which the auditor is appointed.

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(3) The company or shall not appoint or re-appoint:

(a) an individual as auditor for more than one term of five consecutive years; and

(b) an audit firm as auditor for more than two terms of five consecutive years:

Provided that—

i. an individual auditor who has completed his term under clause (a) shall not be eligible for re-
appointment as auditor in the same company for five years from the completion of his term.

ii. an audit firm which has completed its term under clause (b), shall not be eligible for re-appointment
as auditor in the same company for five years from the completion of such term:

(4) Subject to the provisions of Clause (1) and the rules made thereunder, a retiring auditor may be re-appointed
at an annual general meeting, if—

(a) he is not disqualified for re-appointment;

(b) he has not given the company a notice in writing of his unwillingness to be re-appointed; and

(c) a special resolution has not been passed at that meeting appointing some other auditor or providing
expressly that he shall not be re-appointed.

(5) Where at any annual general meeting, no auditor is appointed or re- appointed, the existing auditor shall
continue to be the auditor of the company.

(6) Any casual vacancy in the office of an auditor shall be filled by the Board of Directors within thirty days, but
if such casual vacancy is as a result of the resignation of an auditor, such appointment shall also be approved
by the company at a general meeting convened within three months of the recommendation of the Board and
he shall hold the office till the conclusion of the next annual general meeting.

(7) Special notice shall be required for a resolution at an annual general meeting appointing as auditor a person
other than a retiring auditor, or providing expressly that a retiring auditor shall not be re-appointed, except
where the retiring auditor has completed a consecutive tenure of five years or, as the case may be, ten years,
as provided under Clause (3).

DOCUMENTS AND NOTICES

235. TO WHOM DOCUMENTS MUST BE SERVED OR GIVEN

Document or notice of every Meeting shall be served or given on or to (a) every Member (b) every person entitled
to a Share in consequence of the death or insolvency of a Member and (c) the Auditor or Auditors for the time being
of the Company

236. MEMBERS BOUND BY DOCUMENTS OR NOTICES SERVED ON OR GIVEN TO PREVIOUS

HOLDERS

Every person, who by operation of law, transfer or other means whatsoever, shall become entitled to any Share,
shall be bound by every document or notice in respect of such Share, which prior to his name and address being
entered in the Register of Members shall have been duly served on or given to the person from whom he derived,
his title to such Share.

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 237. SERVICE OF DOCUMENTS ON THE COMPANY

A document may be served on the Company or an officer thereof by sending it to the Company or officer at the
Registered Office of the Company by post under a certificate of posting or by registered post or by leaving it at its
Registered Office.

238. AUTHENTICATION OF DOCUMENTS AND PROCEEDINGS

Save as otherwise expressly provided in the Act, a document or proceedings requiring authentication by the
Company may be signed by a Director, the Managing Director, or the Secretary or other authorized officer of the
Company and need not be under the Seal of the Company.

REGISTERS AND DOCUMENTS

239. REGISTERS AND DOCUMENTS TO BE MAINTAINED BY THE COMPANY

The Company shall keep and maintain registers, books and documents required by the Act or these Articles,
including the following:

(a) Register of investments made by the Company but not held in its own name, as required by Section 187 of
the Companies Act, 2013.

(b) Register of mortgages and charges as required by Section 85 of the Companies Act, 2013 and copies of
instruments creating any charge requiring registration according to Section 85 of the Companies Act, 2013.

(c) Register and index of Members and debenture holders as required by Section 88 of the Companies Act,
2013.

(d) Foreign register, if so thought fit, as required by Section 88 of the Companies Act, 2013.

(e) Register of contracts, with companies and firms in which Directors are interested as required by Section
189 of the Companies Act, 2013.

(f) Register of Directors and Secretaries etc. as required by Section 170 of the Companies Act, 2013.

(g) Register as to holdings by Directors of Shares and/or Debentures in the Company as required by Section
170 of the Companies Act, 2013.

(h) Register of investments made by the Company in Shares and Debentures of the bodies corporate in the same
group as required by Section 186 of the Companies Act, 2013.

(i) Copies of annual returns prepared under Section 92 of the Companies Act, 2013 together with the copies of
certificates and documents required to be annexed thereto under Section 92 of the Companies Act, 2013.

240. INSPECTION OF REGISTERS

The registers mentioned in clauses (f) and (i) of the foregoing Article and the minutes of all proceedings of General
Meetings shall be open to inspection and extracts may be taken there from and copies thereof may be required by
any Member of the Company in the same manner to the same extent and on payment of the same fees as in the case
of the Register of Members of the Company provided for in clause (c) thereof. Copies of entries in the registers
mentioned in the foregoing article shall be furnished to the persons entitled to the same on such days and during
such business hours as may be consistent with the provisions of the Act in that behalf as determined by the Company
in General Meeting.

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 WINDING UP

241. DISTRIBUTION OF ASSETS

If the Company shall be wound up, and the assets available for distribution among the Members as such shall be
insufficient to repay the whole of the paid up capital, such assets shall be distributed so that as nearly as may be the
losses shall be borne by the Members in the proportion to the capital paid up or which ought to have been paid up
at the commencement of the winding up, on the Shares held by them respectively, and if in the winding up the
assets available for distribution among the Members shall be more than sufficient to repay the whole of the capital
paid up at the commencement of the winding up, the excess shall be distributed amongst the Members in proportion
to the capital at the commencement of the winding up, paid up or which ought to have been paid up on the Shares
held by them respectively. But this Article is to be without prejudice to the rights of the holders of Shares issued
upon special terms and conditions.

242. DISTRIBUTION IN SPECIE OR KIND

(a) If the Company shall be wound up, whether voluntarily or otherwise, the Liquidator may, with the sanction
of a Special Resolution, divide amongst the contributories in specie or kind, any part of the assets of the
Company and may, with the like sanction, vest any part of the assets of the Company in trustees upon such
trusts for the benefit of the contributories or any of them, as the liquidator, with the like sanction, shall think
fit.

(b) If thought expedient any such division may subject to the provisions of the Act be otherwise than in
accordance with the legal rights of the contributions (except where unalterably fixed by the Memorandum
of Association and in particular any class may be given preferential or special rights or may be excluded
altogether or in part but in case any division otherwise than in accordance with the legal rights of the
contributories, shall be determined on any contributory who would be prejudicial thereby shall have a right
to dissent and ancillary rights as if such determination were a Special Resolution passed pursuant to Section
494 of the Act.

(c) In case any Shares to be divided as aforesaid involve a liability to calls or otherwise any person entitled
under such division to any of the said Shares may within ten days after the passing of the Special Resolution
by notice in writing direct the Liquidator to sell his proportion and pay him the net proceeds and the
Liquidator shall, if practicable act accordingly.

243. RIGHT OF SHAREHOLDERS IN CASE OF SALE

A Special Resolution sanctioning a sale to any other Company duly passed pursuant to Section 319 of the
Companies Act, 2013 may subject to the provisions of the Act in like manner as aforesaid determine that any Shares
or other consideration receivable by the liquidator be distributed against the Members otherwise than in accordance
with their existing rights and any such determination shall be binding upon all the Members subject to the rights of
dissent and consequential rights conferred by the said sanction.

244. DIRECTORS AND OTHERS RIGHT TO INDEMNITY

Every Director or officer, or servant of the Company or any person (whether an officer of the Company or not)
employed by the Company as Auditor, shall be indemnified by the Company against and it shall be the duty of the
Directors, out of the funds of the Company to pay all costs, charges, losses and damages Which any such person
may incur or become liable to pay by reason of any contract entered into or any act, deed, matter or thing done,
concurred in or omitted to be done by him in any way in or about the execution or discharge of his duties or supposed
duties (except such if any as he shall incur or sustain through or by his own wrongful act, neglect or default)
including expenses, and in particular and so as not to limit the generality of the foregoing provisions against all
liabilities incurred by him as such Director, officer or Auditor or other office of the Company in defending any
proceedings whether civil or criminal in which judgment is given in his favour, or in which he is acquitted or in
connection with any application under Section 463 of the Companies Act, 2013 in which relief is granted to him by

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the Court.

245. DIRECTOR, OFFICER NOT RESPONSIBLE FOR ACTS OF OTHERS

Subject to the provisions of Section 201 of the Act, no Director, Auditor or other officer of the Company shall be
liable for the acts, receipts, neglects, or defaults of any other Director or officer or for joining in any receipt or other
act for conformity or for any loss or expenses happening to the Company through the insufficiency or deficiency of
the title to any property acquired by order of the Directors for and on behalf of the Company or for the insufficiency
or deficiency of any security in or upon which any of the moneys of the Company shall be invested for any loss or
damages arising from the insolvency or tortuous act of any person, firm or Company to or with whom any moneys,
securities or effects shall be entrusted or deposited or any loss occasioned by any error of judgment, omission,
default or oversight on his part of for any other loss, damage, or misfortune whatever shall happen in relation to
execution of the duties of his office or in relation thereto unless the same shall happen through his own dishonesty.

246. SECRECY CLAUSE

Every Director/Manager, Auditor, treasurer, trustee, member of a committee, officer, servant, agent, accountant or
any other person-employed in the business of the Company shall, if so required by the Director, before entering
upon his duties, sign a declaration pledging himself, to observe a strict secrecy respecting all transactions and affairs
of the Company with the Company customers and the state of the accounts with individuals and in matter thereto
and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in
discharge of his duties except when required to do so by the Directors or by law or by the person to whom such
matters relate and except so far as may be necessary in order to comply with any of the provisions in these presents
contained.

247. NO MEMBER TO ENTER THE PREMISES OF THE COMPANY WITHOUT PERMISSION

No Member or other person (not being a Director) shall be entitled to visit or inspect any property or premises of
the Company without the permission of the Board of Directors or Managing Director, or to inquire discovery of or
any information respecting any details of the Company's trading or any matter which is or may be in the nature of
a trade secret, mystery of trade, secret process or any other matter which relate to the conduct of the business of the
Company and which in the opinion of the Directors, it would be inexpedient in the interest of the Company to
disclose.

GENERAL

248. GENERAL POWER

Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the
Company could carry out any transaction only if the Company is so authorized by its articles, then and in that case
this Article authorizes and empowers the Company to have such rights, privileges or authorities and to carry out
such transactions as have been permitted by the Act, without there being any specific Article in that behalf herein
provided.

No Material Clause of Article of Association have been left out from disclosure having bearing on the
IPO/disclosure

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 SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following documents and contracts which have been entered or are to be entered into by our Company (not being
contracts entered into in the ordinary course of business carried on by our Company) which are or may be deemed
material will be attached to the copy of the Red Herring Prospectus/ Prospectus which will be filed with the RoC.
Copies of the contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered
Office located at B1/51, Janakpuri B-1, New Delhi - 110058 between 10.00 a.m. to 5.00 p.m. IST on all Working
Days and shall also be available on [Link] from the date of the Red Herring Prospectus until the
Bid/ Offer Closing Date (except for such agreements executed after the Bid/ Offer Closing Date).

A. MATERIAL CONTRACTS FOR THE OFFER

1) Offer Agreement dated September 22, 2025 between our Company, the Promoter Selling Shareholder and the
Book Running Lead Manager.

2) Registrar Agreement dated September 22, 2025 entered into between our Company, the Promoter Selling
Shareholders and the Registrar to the Offer.

3) Escrow and Sponsor Bank Agreement dated February 12, 2026 amongst our Company, the Promoter Selling
Shareholder, the Registrar to the Offer, the BRLM, the Syndicate Members, the Escrow Collection Bank(s),
Sponsor Bank(s), Public Offer Bank and the Refund Bank(s).

4) Share Escrow Agreement dated February 12, 2026 amongst our Company, the Promoter Selling Shareholder
and the Share Escrow Agent.

5) Syndicate Agreement dated February 12, 2026 amongst our Company, the Promoter Selling Shareholder, the
BRLM, the Syndicate Members and the Registrar to the Offer.

6) Monitoring Agency Agreement dated February 13, 2026 amongst our Company and the Monitoring Agency.

7) Underwriting Agreement dated of [●] between our Company, the Promoter Selling Shareholder, the Book
Running Lead Manager and the Underwriters.

B. MATERIAL DOCUMENTS

1) Certified true copy of the Memorandum and Articles of Association of our Company, as amended from time to
time including certificates of incorporation;

2) Certificate of Incorporation dated March 24, 2015, issued to our Company under the name “Gaudium IVF and
Women Health Private Limited” by the RoC;

3) Fresh certificate of Incorporation dated October 24, 2024, consequent upon a change of name from “Gaudium
IVF and Women Health Private Limited” to “Gaudium IVF and Women Health Limited”;

4) Board Resolution of our Company, dated September 19, 2025, authorizing the Offer and other related matters;

5) Shareholders’ Resolution dated September 20, 2025 approving the Offer and other related matters;

6) Consent letters and authorizations of the Promoter Selling Shareholder authorizing its participation in the Offer;

7) Resolution of our Board dated September 29, 2025 approving the DRHP for filing with SEBI and the Stock
Exchanges;

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8) Resolution of our Board dated February 13, 2026 approving the RHP for filing with SEBI and the Stock
Exchanges;

9) Resolution of the Audit Committee dated January 20, 2026 approving the Key Performance Indicators;

10) Copies of our Annual Reports for the last three Fiscals;

11) The examination report from our Statutory and Peer Reviewed Auditors dated December 30, 2025 on the
Restated Consolidated Financial Information;

12) Consent Letter dated September 11, 2025 from M/s S K G N & Associates LLP., Chartered Accountants, holding
a valid peer review certificate from the ICAI, to include their name as required under Section 26(5) of the
Companies Act, 2013 read with SEBI ICDR Regulations in this Red Herring Prospectus and as an ‘expert’ as
defined under Section 2(38) of Companies Act, 2013 in respect of the certificates issued by them in their capacity
as an independent chartered accountant to our Company;

13) The statement of Special Tax Benefits dated January 20, 2026 from the Statutory Auditors included in this Red
Herring Prospectus;

14) Certificate on Key Performance Indicators issued by M/s S K G N & Associates LLP., Chartered Accountants
dated January 20, 2026;

15) Certificate on Cost of Acquisition of Promoters shareholding by M/s S K G N & Associates LLP., Chartered
Accountants dated January 20, 2026;

16) Certificate on Issue Expense by M/s S K G N & Associates LLP., Chartered Accountants dated February 03,
2026;

17) Certificate on Financial Indebtedness by M/s S K G N & Associates LLP., Chartered Accountants dated January
20, 2026

18) The utilization Certificate dated January 20, 2026 issued by the Statutory Auditor S K G N & Associates LLP.

19) Sanction Letter dated July 30, 2025 from HDFC Bank availed for MEOD Facility for ₹750.00 Lakh to be repaid
from fresh offer proceeds.

20) Sanction Letter dated August 04, 2025 from HDFC Bank availed for purpose of Term Loan of ₹1700.00 Lakh
to be repaid from fresh offer proceeds.

21) Sanction Letter dated July 02, 2021 from HDFC Bank availed for purpose of Term Loan of ₹ 257.00 lakh to be
repaid from fresh offer proceeds.

22) Assignment Deed regarding assignment of Trademarks dated February 17, 2023, between our Company and Dr.
Manika Khanna;

23) Slump Sale Agreement dated February 02, 2023, executed among Gaudium IVF and Women Health Private
Limited (the Purchaser), Gaudium Bawa IVF (the Partnership Firm), Dr. Manika Khanna (Partner 1), Dr.
Sayesha Bawa (Partner 2), and Gaudium IVF and Women Health Limited (Partner 3) and the valuation report
issued by Fedex Securities Private Limited on the same date;

24) Share Purchase Agreement dated February 02, 2023, executed among Gaudium IVF and Women Health Private
Limited (the Purchaser), Dr. Manika Khanna (Seller 1), Dr. Peeyush Khanna (Seller 2) and Gaudium
International Private Limited (the Company);

25) Consents of our Promoters, Directors, Chief Financial officer, Company Secretary and Compliance Officer, Key
Managerial Personnel, Statutory and Peer Reviewed Auditor, Banker to our Company, Legal Advisor, Banker(s)

Page 464 of 475

 to the Offer, the Book Running Lead Manager, Syndicate Members, Monitoring Agency, Registrar to the Offer
to act in their respective capacities;

26) Industry report titled “IVF and Fertility Services Industry Report ” dated September 25, 2025 prepared by
Infomerics Analytics and Research Private Limited (Infomerics Research), commissioned and paid for by our
Company exclusively in connection with the Offer, and Consent Letter dated September 25, 2025 issued by
Infomerics in this regard;

27) Due Diligence certificate dated September 29, 2025 addressed to SEBI from the Book Running Lead Manager;

28) In-principle listing approvals dated December 23, 2025 each, issued by BSE and NSE, respectively;

29) SEBI Final observation letter bearing number Ref No. HO/49/(5)2026-CFD-RAC-DIL3/I/2647/2026 dated
January 15, 2026 issued by SEBI;

30) Tripartite Agreement dated September 18, 2024 between our Company, NSDL and Registrar to the Offer;

31) Tripartite Agreement dated October 31, 2024 between our Company, CDSL and Registrar to the Offer.

Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time
if so required in the interest of our Company or if required by the other parties, without notice to the Shareholders
subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

[The remainder of this page has intentionally been left blank]

Page 465 of 475

 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the rules, guidelines/regulations issued by SEBI, established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made
or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements
made in this Red Herring Prospectus are true and correct.

SIGNED BY THE CHAIRPERSON & MANAGING DIRECTOR OF OUR COMPANY

Sd/-
Dr. Manika Khanna
(Chairperson & Managing Director)

Place: Delhi
Date: February 13, 2026

Page 466 of 475

 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the rules, guidelines/regulations issued by SEBI, established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made
or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements
made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sd/-
Dr. Peeyush Khanna
(Whole Time Director)

Place: Delhi
Date: February 13, 2026

Page 467 of 475

 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the rules, guidelines/regulations issued by SEBI, established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made
or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements
made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sd/-
Vishad Khanna
(Non-Executive Director)

Place: Delhi
Date: February 13, 2026

Page 468 of 475

 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the rules, guidelines/regulations issued by SEBI, established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made
or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements
made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sd/-
Brajesh Singh Bhadauria
(Independent Director)

Place: Delhi
Date: February 13, 2026

Page 469 of 475

 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the rules, guidelines/regulations issued by SEBI, established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made
or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements
made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sd/-
Suresh Marpu
(Independent Director)

Place: Visakhapatnam
Date: February 13, 2026

Page 470 of 475

 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the rules, guidelines/regulations issued by SEBI, established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made
or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements
made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sd/-
Rajesh Chunilal Bhojani
(Independent Director)

Place: Mumbai
Date: February 13, 2026

Page 471 of 475

 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the rules, guidelines/regulations issued by SEBI, established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made
or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements
made in this Red Herring Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

Sd/-
Rakesh Kumar Sharma
(Chief Financial Officer)

Place: Delhi
Date: February 13, 2026

Page 472 of 475

 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the rules, guidelines/regulations issued by SEBI, established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made
or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements
made in this Red Herring Prospectus are true and correct.

SIGNED BY THE COMPANY SECRETARY AND COMPLIANCE OFFICER OF OUR COMPANY

Sd/-
Naveen Kumar
(Company Secretary and Compliance Officer)

Place: Delhi
Date: February 13, 2026

Page 473 of 475

 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/regulations
issued by the Government of India or the rules, guidelines/regulations issued by SEBI, established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made
or guidelines or regulations notified thereunder, as the case may be. I further certify that all disclosures and statements
made in this Red Herring Prospectus are true and correct.

SIGNED BY THE PROMOTER SELLING SHAREHOLDER

Sd/-
Dr. Manika Khanna
(Promoter Selling Shareholder)

Place: Delhi
Date: February 13, 2026

Page 474 of 475